FORM 10-K

	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2000

	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to                

Commission file number: 1-14603

THE MONY GROUP INC.

1740 Broadway

Securities registered pursuant to Section 12(b) of the Act:

Securities Registered pursuant to Section 12(g) of the Act:

      Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No 

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  

      As of March 15, 2001 there were outstanding 51,121,150 shares of Common Stock, $0.01 par value per share, of the Registrant. The aggregate market value of the shares of Common Stock held by non-affiliates of the Registrant was approximately $1.9 billion, based on the closing price of $36.90 per share on March 15, 2001.

      Documents Incorporated by Reference: Portions of the Registrant’s Proxy Statement dated April 2 for the 2001 Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.

TABLE OF CONTENTS

Forward-Looking Statements

      The Company’s management has made in this report, and from time to time may make in its public filings and press releases as well as in oral presentations and discussions, forward-looking statements concerning the Company’s operations, economic performance, prospects and financial condition. Forward-looking statements include, among other things, discussions concerning the Company’s potential exposure to market risks, as well as statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, as indicated by words such as “believes,” “estimates,” “intends,” “anticipates,” “expects,” “projects,” “should,” “probably,” “risk,” “target,” “goals,” “objectives,” or similar expressions. The Company claims the protection afforded by the safe harbor for forward-looking statements as set forth in the Private Securities Litigation Reform Act 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 those discussed elsewhere in this report and in the Company’s other public filings, press releases, oral presentations and discussions and the following: venture capital gains or losses could differ significantly from our assumptions because of further significant changes in equity values; fees from assets under management could be significantly higher or lower than we have assumed if there are further major movements in the equity markets; the value of our overall investment portfolio could fluctuate significantly as a result of additional major changes in the equity and debt markets generally; actual death claims experience could differ significantly from our mortality assumptions; we may have as-yet unascertained tax liabilities; sales of variable products, mutual funds and equity securities could differ materially from our assumptions because of further unexpected developments in the equity markets and changes in demand for such products; major changes in interest rates could affect our earnings; we could have liability from as-yet unknown or unquantified litigation and claims; pending or known litigation or claims could result in larger settlements or judgments than we anticipate; the Company may have higher operating expenses than anticipated; changes in law or regulation, including tax laws, could materially affect the demand for the Company’s products and the Company’s net income after tax; the Company may not achieve the assumed economic benefits of consolidating acquired enterprises. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

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      All financial data in Part I and Part II (except Item 7A of Part II) is presented on a combined basis as explained in Management’s Discussion and Analysis of Financial Condition and Results of Operations unless otherwise indicated.

PART I

ITEM 1.  Business of the MONY Group Inc.

Organization and Business

      The MONY Group Inc. (the “MONY Group”) is the parent holding company of MONY Life Insurance Company (formerly, The Mutual Life Insurance Company of New York). On November 16, 1998, pursuant to a Plan of Reorganization (the “Plan”) approved by the New York Superintendent of Insurance, The Mutual Life Insurance Company of New York (“MONY”) converted from a mutual life insurance company to a stock life insurance company (the “Demutualization”) and became a wholly owned subsidiary of the MONY Group, which was organized on June 24, 1997 for the purpose of becoming the parent holding company of MONY. Also, on November 16, 1998, MONY changed its name to MONY Life Insurance Company (MONY Life Insurance Company and its subsidiaries are hereafter collectively referred to as “MONY Life”) and the MONY Group consummated an initial public offering (the “Offerings”) of approximately 12.9 million shares of its common stock. The shares of common stock issued in the Offerings are in addition to approximately 34.3 million shares of common stock of the MONY Group distributed pursuant to the Plan to certain eligible policyholders of MONY in exchange for their ownership interests in MONY.

      The MONY Group, through MONY Life and its subsidiaries (hereafter collectively referred to as the “Company”), is primarily engaged in the business of providing a wide range of life insurance, annuity, and investment products to higher income individuals, particularly family builders, pre-retirees, and small business owners. The Company primarily distributes its products through its career agency sales force and various complementary distribution channels. These include sales of mutual funds sold by Enterprise Capital Management through third-party broker dealers, sales of certain protection products through its subsidiary, U.S. Financial Life Insurance Company (“USFL”) brokerage general agencies, sales of corporate-owned life insurance (“COLI”) products by the Company’s corporate marketing team and sales of a variety of financial products and services through the Company’s Trusted Advisors subsidiary. The Company principally sells its products in all 50 of the United States, the District of Columbia, the U.S. Virgin Islands, Guam and the Commonwealth of Puerto Rico and currently insures or provides other financial services to more than one million people.

      On January 31, 2001, the Company acquired all of the ownership interests in the Advest Group Inc. (“Advest”) in exchange for approximately $280.2 million of consideration (net of tax and excluding transaction and other acquisition related expenses of approximately $16.7 million) consisting of cash of approximately $142.3 million and 3.9 million shares of common stock of the MONY Group with a fair value of approximately $137.9 million. Advest through its principal operating subsidiaries, Advest Inc., a securities broker-dealer and, Advest Bank and Trust Company, a federal savings bank, provides diversified financial services including, securities brokerage, trading, investment banking, trust and asset management services. In connection with the transaction, a retention program was established for certain Advest personnel, which is expected to cost, on a present value basis, approximately $45.0 million over the five-year period commencing from the date the transaction was consummated. Pursuant to the terms of this retention program the Company expects to record a charge of $7.5 million in each of the two 12 month periods following the date the transaction was consummated and $10.0 million in each of the three succeeding 12 month periods. In addition, a separate retention program was established for certain of Advest’s key management personnel that could result in total costs of approximately $15.0 million, depending upon the achievement of specified performance goals, over the two year period following the date the transaction was consummated.

      On February 7, 2001, the Company acquired 100% of the equity of Matrix Capital Markets Group, Inc. and Matrix Private Equities, Inc. (hereafter collectively referred to as “Matrix”) for $11.6 million in cash (with interest from January 1, 2001), plus the obligation to make certain contingent payments in the event that Matrix achieves certain profit goals. Matrix primarily provides investment banking services to middle market companies.

      For management and reporting purposes, the Company’s business is organized in two principal operating segments, the “Protection Products” segment and the “Accumulation Products” segment. Substantially all of the Company’s other business activities are combined in the “Other Products” segment. See Note 5 to the Consolidated Financial Statements for a full description of the business segments.

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      The following chart sets forth the Company’s life insurance and annuities in force for the periods indicated.

Life Insurance and Annuities in Force

Information About Business Segments

  Protection Products —

      The Company offers a diverse portfolio of Protection Products consisting primarily of traditional life insurance, variable universal life insurance (“VUL”) and universal life insurance (“UL”).

      The Company’s traditional protection products consist of whole life insurance products and term insurance products. The whole life insurance products vary in their level of premiums and guaranteed cash values, providing flexibility to the Company’s primary marketplace of individuals and small businesses with varying needs. The Company’s term insurance products include annual renewable term insurance, term insurance providing coverage for a limited number of years and term insurance featuring a level premium for a variable number of years.

      Through its USFL subsidiary, the Company offers term and universal life insurance products designed for the special risk market. These products focus on customers with treatable medical conditions which, based on USFL’s underwriting guidelines, have been mis-underwritten by other insurance carriers. USFL primarily distributes its products through brokerage general agencies.

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      The Company’s variable universal life insurance is a universal life insurance type of product that features the ability of the policyholder to allocate premiums among sub-accounts of the Company’s separate accounts, allowing a choice among a wide variety of investment objectives. These sub-accounts have the same investment objectives and investment advisors as the sub-accounts that support the Company’s variable annuities. See “— Accumulation Products.” In addition, the variable universal life insurance product offers a Guaranteed Interest Account which is part of the general account of the Company.

      The Company’s COLI product, which is offered through its MONY Life Insurance Company of America subsidiary, is a flexible premium variable universal life insurance product designed for corporate plan sponsors and banks (bank-owned life insurance — “BOLI”). This product is specifically designed to have sub-accounts which purchase shares of externally managed underlying funds as well as those available from MONY Series Fund and Enterprise Accumulation Trust. In addition, the COLI product offers a Guaranteed Interest Account which is part of the general account of the Company.

      Several of the Company’s protection products are designed to particularly meet the needs of clients for estate planning vehicles. Survivorship life products insure two lives and provide for the payment of death benefits upon the death of the last surviving insured. A variety of policy riders are available for the Company’s protection products. These riders are designed to provide additional benefits or flexibility at the option of the policyholder. They include riders that can waive premium payments upon a covered disability, pay higher benefits in the event of accidental death, allow the purchase of additional coverage without evidence of insurability and permit the addition of term insurance on either the insured or the insured’s spouse or dependent children.

      The Company also offers protection products designed for marketing to employees in their work sites. This program is designed to offer employers the opportunity to provide employees a means of purchasing life insurance through payroll deductions.

      The following table presents Protection Products segment sales of life insurance for the periods indicated. Management uses this information to measure the Company’s sales production from period to period by product. The amounts presented with respect to life insurance sales represent annualized statutory-basis premiums. See “Management’s Discussion and Analysis — New Business Information.”

Protection Products Segment Sales

  Accumulation Products —

      The Company’s Accumulation Products focus on the savings and retirement needs of the growing number of individuals who are preparing for retirement or have already retired. The Company offers a variety of accumulation products, such as flexible premium variable annuities (“FPVA”) and proprietary retail mutual funds. The Company’s annuity and mutual fund products offer numerous investment alternatives to meet the customer’s individual investment objectives. As of December 31, 2000, the Company had $5.1 billion of assets under management with respect to its variable and fixed annuity products and, additionally, $4.8 billion of assets under management with respect to its proprietary retail mutual funds.

      By offering a variable annuity with a number of separate accounts and a fixed account in its Accumulation Products segment, the Company believes it has the ability to grow profitably in a variety of market environments. The fixed accounts of variable annuities are attractive to consumers during periods of rising interest rates, whereas the separate account variable annuities are attractive to consumers during periods of market expansion and for consumers who prefer a higher risk.

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      In addition to variable annuities, the Company also offers proprietary retail mutual funds. The Company conducts its proprietary retail mutual funds operations through its subsidiary, Enterprise Capital Management, Inc. (“ECM”). ECM is the registered investment advisor of The Enterprise Group of Funds, a group of mutual funds that provides investors with a broad range of investment alternatives through 26 separate investment portfolios. In addition, Enterprise Accumulation Trust, for which ECM is also the registered investment advisor, is the principal funding vehicle for the Company’s variable annuities and variable universal life insurance products. Enterprise Accumulation Trust provides investors with a broad range of investment alternatives through 12 separate investment portfolios. The Company earns investment management fees on the assets managed in connection with both its variable annuities and its proprietary retail mutual funds. In addition to Enterprise Accumulation Trust, the Company has entered into agreements with Fidelity, and Dreyfus to provide additional investment choices for the Company’s variable annuities and variable universal life products. In addition to these, the Company has agreements with Morgan Stanley, T. Rowe Price and Van Eck for its corporate sponsored variable universal life product.

      The following table sets forth the total account value of the principal products offered by the Company in its Accumulation Products segment.

Accumulation Products Segment — Assets Under Management

(1)  Represents account values for annuities.

      The Company’s accumulation Products segment includes in force from it’s annuity products which include a single premium deferred annuity contract and a single payment immediate annuity contract. The single premium deferred annuity contract is a tax-deferred annuity contract with a one-time premium payment with a resulting cash accumulation over time and the option to receive a lump sum distribution or various payout options over the life of the annuitant. The single payment immediate annuity contract provides for a single premium payment that is immediately annuitized to provide the annuitant with a guaranteed level income for life or for a minimum number of years and life.

      Variable annuity contractholders and variable universal life insurance policyholders have a range of investment accounts in which to place the assets held under their contracts, including accounts with interest rates guaranteed by the Company. More than 91% of the aggregate amount held under these contracts and policies is presently in investment accounts not guaranteed by the Company.

      The Company emphasizes the sale of its separate account variable annuities over its general account annuities. The Company believes that it benefits from a shift towards separate account variable annuity products, as this reduces the Company’s investment risks (by shifting such risks to the separate account contract holder) and capital requirements because the assets are held in the Company’s separate accounts, while enabling the Company to earn fee income from the management of assets held in the separate accounts. The selection of separate accounts also permits contract holders to choose more aggressive or conservative investment strategies without affecting the composition and quality of assets in the Company’s general account. The Company believes there will be a continuation in the trend among U.S. employers away from defined benefit plans (under which the employer makes the investment decisions) toward employee-directed, defined contribution retirement and savings plans (which allow employees to choose from a variety of investment options), which will benefit its accumulation business.

      Approximately 83% of the Company’s career agents were licensed through MONY Securities Corp. at December 31, 2000 to sell variable annuities (with 85% having National Association of Securities Dealers, Inc. (“NASD”) Series 6 licenses and 33% having NASD Series 7 licenses).

      The Company offers a variety of proprietary retail mutual funds to retail customers. ECM’s wholly-owned subsidiary, Enterprise Fund Distributors, Inc., acts as the broker-dealer in distributing shares in the Enterprise Group of Funds through MONY Securities Corp. and third-party broker-dealer firms. ECM has made available Enterprise Accumulation Trust as a funding vehicle for variable product offerings of third-party insurance companies, initially concentrating on small and mid-size insurance companies.

      As of December 31, 2000, ECM had $8.2 billion in assets under management, of which $4.8 billion related to the proprietary retail mutual funds and $3.4 billion related to the Enterprise Accumulation Trust. The Company earns management fees on both of these categories of assets.

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      ECM offers an opportunity for individual retail investors to have access to the advice and expertise of leading institutional money managers, which is generally not available to those individual retail investors.

  Other Products —

      In its broker-dealer operations, in addition to selling the Company’s proprietary investment products, the Company facilitates transactions for its accumulation customers by providing access to other non-proprietary investment products (including stocks, bonds, limited partnership interests, tax-exempt unit investment trusts and other investment securities).

      MONY Securities Corporation (“MSC”) is a registered securities broker-dealer and investment advisor and a member of the NASD. MSC is a wholly-owned subsidiary of MONY Life Insurance Company. MSC performs brokerage and other investment services relating to a wide range of securities, including mutual funds, stocks, bonds, limited partnership interests (primarily in real estate, oil and gas and equipment leasing) and tax-exempt unit investment trusts. For the years ended December 31, 2000, 1999, and 1998, 43%, 39%, and 47%, respectively, based on brokerage commissions, of the investment products sold by MSC are shares in mutual funds in the Enterprise Group of Funds. MSC’s products and services are distributed through registered representatives who belong to MONY Life’s career agency sales force. MSC transacts business in all 50 of the United States, the District of Columbia and Puerto Rico. Sales of other non-proprietary investment products were $381.0 million, $547.0 million, and $340.8 million, respectively for the years ended December 31, 2000, 1999, and 1998.

      In its insurance brokerage operation, the Company provides its career agency sales force with access to life, annuity, small group health and specialty insurance products written by other carriers to meet the insurance and investment needs of its customers. MONY’s insurance brokerage subsidiary, MONY Brokerage Inc., is licensed as an insurance broker in Delaware and most other states.

      The Run-Off Businesses include certain lines of business no longer written by the Company. The Run-Off Businesses primarily consist of group life and health insurance and the group pension business that was not included in the Group Pension Transaction.

      Financial information with respect to each of the Company’s business segments is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 5 of the Consolidated Financial Statements.

Marketing and Distribution

      The Company’s marketing strategy focuses on small business owners and higher income individuals, particularly family builders and pre-retirees. The Company believes this strategy capitalizes on the Company’s key strengths, namely its wide range of individual protection and accumulation products and its career agency sales force. Based on annualized premiums, the career agency sales force generated approximately 37% of all protection product new sales and 42% of accumulation new product sales in 2000, including sales of proprietary retail mutual funds.

  Career Agency Sales Force —

      The Company believes that its managerial agency system and career agency sales force is a competitive advantage in the marketplace. Distribution through career agents allows the Company to establish closer relationships with customers than is typical of insurers using third party brokers, thereby enhancing the ability of the Company to evaluate customer needs and underwriting risks.

      The Company’s career agency sales force consisted of approximately 2,191 domestic field agents at December 31, 2000. The sales force is organized as a managerial agency system under which 57 agency managers as of December 31, 2000 supervise the marketing and sales activities of agents in defined marketing territories in the United States and Europe. The agency managers are all employees of the Company, while the career agents are all independent contractors and not employees of the Company. The contract with each career agent requires the agent to submit to the Company applications for policies of insurance issued by the Company. The Company’s compensation arrangements with career agents contain incentives for the career agents to solicit applications for products issued by MONY Life and for products issued by insurance companies not affiliated with the Company, made available by the Company’s insurance brokerage operations, MONY Brokerage, Inc. and its broker-dealer, MONY Securities Corp. (“MSC”). Those incentives include counting first year commissions for the purposes of expense reimbursement programs, sales awards and certain other benefits. In addition, MONY Brokerage, Inc. and MSC make available products issued by other insurance companies that the Company does not offer.

      In 2000, the Company had 645 agents who were members of Million Dollar Round Table (“MDRT”), an industry designation based on sales which result in annual first-year commissions of $57,000 or more, up from 475 in 1999. The Company believes that the percentage of its career agents who are MDRT members is among the highest in the industry.

      The Company’s compensation structure provides a salary plus incentive compensation system for all of its agency managers and sales managers designed to more closely align the interests of the managers with those of the Company.

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      The Company has several programs to recruit and train its career agents. As a result of its recruiting programs, the Company hired 1,012 new agents in 2000. These agents participate in the Company’s redesigned training programs.

      The Company segments its career agency sales force into four groups according to experience and productivity levels and assigns agency managers to tiers based on their skill sets and the particular needs and goals of such tiers. There is a tier for new agents with little or no experience in the industry; a tier for experienced agents who are producing at superior levels; and two tiers in between.

      The Company believes that this tiering system is unique in the life insurance industry and gives the Company a competitive advantage in the marketplace. For example, by having certain managers responsible solely for recruiting and providing necessary support systems for new recruits, the Company is able to increase the number and quality of new agents recruited each year. The Company believes that the tiering system allows the Company to attract and retain already established and successful agents by providing an environment in which such agents can compete favorably with other producer groups, such as third-party brokers or general agents and to attract and retain other agents by providing marketing and training support that is responsive to such agents’ career development needs.

  Complementary Distribution Channels —

      In addition to sales by the career agents, the Company also distributes its products through a variety of complementary distribution channels including third-party broker-dealers, brokerage general agencies, and through its subsidiary, Trusted Securities Advisors Corp.

      The Company utilizes third-party broker-dealers to sell its mutual fund products through wholesalers. The Company expects to increase the number of these specialized sales agents in the future.

      The Company through USFL, distributes certain protection products through approximately 232 brokerage general agencies located in 44 states, which operate under the same agency contract.

      Through Trusted Securities Advisors Corp., the Company sells a variety of financial products and services to customers through certified public accountants and other tax professionals who are licensed agents and registered representatives of the Company.

Pricing and Underwriting

      Insurance underwriting involves a determination of the type and amount of risk which an insurer is willing to accept. The Company’s underwriters evaluate each policy application on the basis of information provided by the applicant and others. The Company follows detailed and uniform underwriting practices and procedures designed to properly assess and quantify risks before issuing coverage to qualified applicants. The long-term profitability of the Company’s products is affected by the degree to which future experience deviates from these assumptions.

Reinsurance

      MONY Life uses a variety of indemnity reinsurance agreements with reinsurers to control its loss exposure. Under the terms of the reinsurance agreements, the reinsurer will be liable to reimburse MONY Life for the ceded amount in the event the claim is paid. However, MONY Life remains contingently liable for all benefits payable even if the reinsurer fails to meet its obligations to MONY Life.

      Life insurance business is primarily ceded on a yearly renewable term basis under various reinsurance contracts, except for the Level Term product which utilizes a coinsurance agreement. The Company’s general practice is to retain no more than $4.0 million of risk on any one person for individual products and $6.0 million for last survivor products. The total amount of reinsured life insurance in force on this basis was $16.7 billion, $11.9 billion, and $9.3 billion at December 31, 2000, 1999, and 1998, respectively.

      The Company also had in place two “surplus relief” reinsurance contracts. On March 31, 1999, one of these contracts was recaptured by MONY Life, resulting in a $30.1 million decrease in statutory surplus. At December 31, 1999, MONY Life’s statutory surplus included $39.4 million relating to MONY Life’s outstanding surplus relief reinsurance contract, or 3.7% of MONY Life’s statutory surplus at that date. On January 1, 2000, the Company recaptured its remaining outstanding surplus relief reinsurance contract. This reduced the Company’s statutory surplus by $39.4 million. Surplus relief reinsurance had the effect of increasing current statutory surplus while reducing future statutory earnings. Although these agreements did not qualify to be accounted for as reinsurance under GAAP, the Company’s agreements qualified for reinsurance accounting under accounting practices prescribed or permitted by the New York Insurance Department (“SAP”) and were specifically been approved by the New York State Insurance Department.

      As of December 31, 1997 the Company’s outstanding individual disability income insurance business is reinsured on an indemnity basis. See “— Protection Products.”

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      The following table presents the Company’s principal reinsurers and the percentage of total reinsurance recoverable reported in the Company’s consolidated financial statements at December 31, 2000 that was due from each reinsurer, including reinsurance recoverable reported in the consolidated financial statements under the caption “Amounts Due From Reinsurers” (which amounted to $491.6 million), reinsurance recoverable in the Closed Block (which amounted to $106.4 million), and indemnity reinsurance in connection with the “Group Pension Transaction” (which amounted to $74.2 million).

International Business

      MONY Life, through its subsidiary, MONY International Holdings markets life insurance, annuities, mutual funds and trust services international to higher income individuals. The Company’s targets the sale of its products to nationals of certain Latin American countries.

Ratings

      In 1999, ratings of the Company’s primary domestic life insurance companies were upgraded by the four rating agencies which rate the Company’s claims-paying ability and financial strength. Standard & Poor’s (“S&P”) upgraded the Company’s rating to AA- (Very Strong), Moody’s Investors Services (“Moody’s”) upgraded the Company to A2 (Good), Fitch IBCA, formerly Duff & Phelps, upgraded the Company to AA- (Very High) and A.M. Best upgraded the Company’s domestic insurance subsidiaries to A (Excellent). Ratings with respect to claims-paying ability and financial strength have become an increasingly important factor in establishing the competitive position of insurance companies. Ratings are important to maintaining public confidence in MONY Life and its ability to market its products. Rating organizations continually review the financial performance and condition of insurers, including MONY Life. Any lowering of MONY Life’s ratings could have a material adverse effect on MONY Life’s ability to market its products and retain its current policyholders. These consequences could, depending upon the extent thereof, have a material adverse effect on MONY Life’s liquidity and, under certain circumstances, net income. A.M. Best’s ratings for insurance companies currently range from “A++” to “F”, and some companies are not rated. A.M. Best publications indicate that “A” ratings are assigned to those companies that in A.M. Best’s opinion have achieved excellent overall performance when compared to the standards established by A.M. Best. “A” companies are considered to have a strong ability to meet their obligations to policyholders over a long period of time. The Demutualization and the Offerings are part of management’s strategy to enhance the Company’s capital base and its access to capital in order to improve ratings.

      Moody’s ratings for insurance companies currently range from “Aaa” to “C”, S&P’s ratings for insurance companies range from “AAA” to “CCC-”, and Fitch’s ratings for insurance companies range from “AAA” to “CCC-.” In evaluating a company’s financial and operating performance, Moody’s, S&P and Fitch review its profitability, leverage and liquidity as well as its book of business, the adequacy and soundness of its reinsurance, the quality and estimated market value of its assets, the adequacy of its policy reserves and the experience and competence of its management.

      The foregoing ratings reflect each rating agency’s current opinion of the Company’s claims-paying ability, financial strength, operating performance and ability to meet its obligations to policyholders and are not evaluations directed toward the protection of investors in the common stock. Such factors are of concern to policyholders, agents and intermediaries.

      The table below represents the Company’s ratings.

Competition

      The Company believes that competition in the Company’s lines of business is based on service, product features, price, compensation structure, perceived financial strength, claims-paying ratings and name recognition. The Company

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      The Gramm-Leach-Bliley Act of 1999, permits business combinations of commercial banks, insurers and securities firms under one holding company. The ability of banks to affiliate with insurance companies and to offer annuity products of life insurance companies may materially adversely affect all of the Company’s product lines by substantially increasing the number, size and financial strength of potential competitors.

      The Company must attract and retain productive agents to sell its insurance and annuity products. Strong competition exists among insurance companies for agents with demonstrated ability. Management believes that key bases of competition among insurance companies for agents with demonstrated ability include a company’s financial position and the services provided to, and relationships developed with, these agents in addition to compensation and product structure.

Regulation

  General Regulation at the State Level

      MONY Life is licensed to transact its insurance business in, and is subject to regulation and supervision by, all 50 states, the District of Columbia, the Commonwealth of Puerto Rico, Guam and the U.S. Virgin Islands. MONY Life Insurance Company of America (“MLOA”) is licensed and regulated in all states other than New York and U.S. Financial is licensed and regulated in all states other than Arizona, Idaho, Minnesota, Nevada, New York, Vermont, Virginia, West Virginia and the District of Columbia.

      The laws of the various states establish state insurance departments with broad administrative powers to approve policy forms and, for certain lines of insurance, rates, grant and revoke licenses to transact business, regulate trade practices, license agents, require statutory financial statements and prescribe the type and amount of investments permitted. In addition, the New York Insurance Department imposes additional regulations including restrictions on certain selling expenses. The aforementioned regulation by the state insurance departments is for the benefit of policyholders, not stockholders.

      The Company is not regulated as an insurance company but will, as the direct or indirect owner of the capital stock of MONY Life, MLOA and USFL, be subject to the insurance holding company acts of the states in which MONY Life, MLOA and U.S. Financial are domiciled (or deemed to be commercially domiciled). Most states have enacted legislation that requires each insurance holding company and each insurance company in an insurance holding company system to register with the insurance regulatory authority of the insurance company’s state of domicile and, annually, to furnish financial and other information concerning the operations of companies within the holding company system that may materially affect the operations, management or financial condition of the insurers within such system. The Company is subject to the insurance holding company laws in New York, Arizona and Ohio. Under such laws, all transactions within an insurance holding company system affecting insurers must be fair and equitable and each insurer’s policyholder surplus following any such transaction must be both reasonable in relation to its outstanding liabilities and adequate for its needs. The New York, Arizona and Ohio insurance holding company laws also require prior notice or regulatory approval of the change of control of an insurer or its holding company and of material intercorporate transfers of assets or other material transactions within the holding company structure. Generally, under such laws, a state insurance authority must approve in advance the direct or indirect acquisition of 10% or more of the voting securities of an insurance company domiciled in its state. Under the New York Insurance Law, for a period of five years following the effective date of the Plan, no person may acquire beneficial ownership of 5% or more of the outstanding shares of common stock without the prior approval of the New York State Superintendent of Insurance (the “New York Superintendent”). Certain affiliates of Goldman Sachs & Co., one of the underwriters of the Offerings (the “Investors”), have received a conditional waiver of this rule from the New York Superintendent in connection with the potential exercise of warrants they hold prior to the end of such five-year period. See “— Determination of Non-Control.”

      In recent years, a number of life and annuity insurers have been the subject of regulatory proceedings and litigation relating to alleged improper life insurance pricing and sales practices. Some of these insurers have incurred or paid substantial amounts in connection with the resolution of such matters. See “Note 18 to the Consolidated Financial Statements.” In addition, state insurance regulatory authorities regularly make inquiries, hold investigations and administer market conduct examinations with respect to insurers’ compliance with applicable insurance laws and regulations.

      MONY Life, MLOA and USFL continuously monitor sales, marketing and advertising practices and related activities of their agents and personnel and provide continuing education and training in an effort to ensure compliance with applicable insurance laws and regulations. There can be no assurance that any non-compliance with such applicable laws and regulations would not have a material adverse effect on the Company.

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      The National Association of Insurance Commissioners (the “NAIC”) has established a program of accrediting state insurance departments. NAIC accreditation permits accredited states to conduct periodic examinations of insurance companies domiciled in such states. NAIC-accredited states will not accept reports of examination of insurance companies from unaccredited states except under limited circumstances. As a direct result, insurers domiciled in unaccredited states may be subject to financial examination by accredited states in which they are licensed, in addition to any examinations conducted by their domiciliary states. The accreditation of the New York Insurance Department, MONY Life’s principal insurance regulator, has been suspended as a result of the New York legislature’s failure to adopt certain model NAIC laws. MONY Life believes that the suspension of the NAIC accreditation of the New York Insurance Department, even if continued, will not have a significant impact upon its ability to conduct its insurance businesses.

  Shareholder Dividend Restrictions

      The payment of dividends by MONY Life to the Holding Company is regulated under state insurance law. Under the New York Insurance Law, any domestic stock life insurance company may distribute a dividend to its shareholders where the aggregate amount of such dividend in any calendar year does not exceed the lesser of: (a) ten percent of its surplus to policyholders as of the immediately preceding calendar year; or (b) its net gain from operations for the immediately preceding calendar year, not including realized capital gains. The law also states that if the company does not satisfy the criteria mentioned above, it can only distribute dividends to it’s shareholders upon giving notice of it’s intentions to the superintendent no less than thirty days in advance of such declaration. The superintendent may disapprove such distribution by giving written notice to such company within thirty days after such filing that he finds that the financial condition of the company does not warrant such distribution. There can be no assurance that MONY Life will have statutory earnings to support the payment of dividends to the Holding Company in an amount sufficient to fund its cash requirements, pay interest on its debt, and pay cash dividends. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.” In addition, Arizona and Ohio insurance laws contain restrictions on the abilities of MLOA and USFL respectively to pay dividends to MONY Life. MONY Life’s inability to pay dividends to the Holding Company in the future in an amount sufficient for the Holding Company to pay dividends to its stockholders would have a material adverse effect on the Holding Company and the market value of the common stock.

      In 2000, MONY Life paid a dividend to MONY Group in the amount of $100 million.

  Risk-Based Capital Requirements

      To enhance the regulation of insurer solvency, the NAIC has adopted a model law to implement Risk Based Capital (“RBC”) requirements for life insurance companies. The requirements are designed to monitor capital adequacy and to raise the level of protection that statutory surplus provides for policyholders. The model law measures four major areas of risk facing life insurers: (i) the risk of loss from asset defaults and asset value fluctuation; (ii) the risk of loss from adverse mortality and morbidity experience; (iii) the risk of loss from mismatching of asset and liability cash flow due to changing interest rates and (iv) business risks. Insurers having less statutory surplus than required by the RBC model formula will be subject to varying degrees of regulatory action depending on the level of capital inadequacy.

      The RBC formula provides a mechanism for the calculation of an insurance company’s Authorized Control Level RBC and its total adjusted capital. The model law sets forth the points at which a superintendent of insurance is authorized and expected to take regulatory action. The first level is known as the Company Action Level RBC, which is set at twice the Authorized Control Level RBC. The second level is the Regulatory Action Level RBC, set at 1.5 times the Authorized Control Level RBC. The third is the Authorized Control Level RBC, and the fourth is the Mandatory Control Level RBC, set at 70% of the Authorized Control Level RBC.

      If an insurance company’s adjusted capital is higher than the Regulatory Action Level but below the Company Action Level, the insurance company must submit to its superintendent of insurance a comprehensive financial plan. If an insurance company’s adjusted capital is higher than the Authorized Control level but lower than the Regulatory Action Level, the superintendent of insurance shall perform such examination or analysis as he or she deems necessary of the insurer’s business and operations and issue any appropriate corrective orders to address the insurance company’s financial problems. If an insurer’s adjusted capital is higher than the Mandatory Control Level but lower than the Authorized Control Level, the superintendent may place the insurer under regulatory control. If the insurance company’s adjusted capital falls below the Mandatory Control Level, the superintendent will be required to place the insurer under regulatory control. The adjusted RBC capital ratios of all the Company’s insurance subsidiaries at December 31, 2000 and 1999 were in excess of the Company Action Levels.

Determination of Non-Control

      On December 30, 1997, affiliates of Goldman Sachs and Company, (the “Investors”) entered into an investment agreement with MONY (the “Investment Agreement”), pursuant to which: (i) the Investors purchased the MONY Notes (see Note 2 to the Consolidated Financial Statements) and (ii) warrants (the “Warrants”) to purchase from the

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      The New York Superintendent issued a determination pursuant to Section 1501(c) of the New York Insurance Law, dated December 29, 1997, that the Investors would not control MONY Life as a result of the transactions contemplated by the Investment Agreement, subject to certain notice and approval requirements, and certain commitments by the Investors. The Investors have agreed to the following notice and approval requirements: (i) the Investors and their affiliates will notify the New York Superintendent before exercising the Warrants or selling any of the Warrants or MONY Notes; (ii) the Investors and their affiliates must notify the New York Superintendent before the sale of any securities of MONY Life, the Company or any of their affiliates acquired pursuant to the Investment Agreement; (iii) the notice and non-disapproval requirements of Section 1505(c) and (d) of the New York Insurance Law (relating to transactions within a holding company system) apply to transactions between the Investors and the Company or any affiliate, except transactions in the ordinary course of the Investors’ business other than transactions involving investment management or investment advisory services performed by the Investors for or on behalf of the Company or any affiliate, to which (along with certain other transactions) the notice requirements of Section 1505(d) of the New York Insurance Law will apply; and (iv) the Investors will provide to the New York Superintendent quarterly and annual reports of transactions between the Investors and the Company or any affiliate. The Investors have also made commitments to the New York Superintendent as follows: (i) every transaction between the Investors and the Company or any affiliate will comply with the standards of the New York Insurance Law related to transactions within a holding company system; (ii) the Investors will be subject to New York Insurance Law requirements regarding examinations by the New York Superintendent and violations and penalties in the context of holding company system; (iii) the Investors will not acquire, directly or indirectly, any security issued by the Company or any affiliate except pursuant to the Investment Agreement or in the ordinary course of their business; (iv) the Investors will not exercise the rights of security holders to vote (except for certain major corporate transactions), propose directors in opposition to management, solicit proxies, call special meetings, or dispose or threaten to dispose of securities as a condition for corporate action or non-action by the Company or any affiliate; (v) the Investors may have one representative (with certain restrictions on activities) on the boards of MONY Life, the Company, or a key subsidiary thereof as long as such boards have at least 13 members; and (vi) the Investors will not otherwise cause, or attempt to cause, the direction of the management or policies of, or otherwise exercise control over, the Company or any affiliate. The determination of non-control will remain in effect until revoked by the New York Superintendent in accordance with the New York Insurance Law, at the request of the Investors or upon the initiative of the New York Superintendent, or the Investors own less than 2% of the equity securities of the Company.

Assessments Against Insurers

      Insurance guaranty association laws exist in all states, the District of Columbia and Puerto Rico. Insurers doing business in any of these jurisdictions can be assessed for policyholder losses incurred by insolvent insurance companies. These arrangements provide certain levels of protection to policyholders from losses under insurance policies (and certificates issued under group insurance policies issued by life insurance companies) issued by insurance companies that become impaired or insolvent. Typically, assessments are levied (up to prescribed limits) on member insurers on a basis which is related to the member insurer’s proportionate share of the business written by all member insurers in the appropriate state.

  Securities Laws

      The Company, certain of its subsidiaries and certain policies and contracts offered by such subsidiaries are subject to various levels of regulation under the federal securities laws administered by the Securities and Exchange Commission (the “Commission”) and under certain state securities laws. Certain separate accounts and a variety of mutual funds and other pooled investment vehicles are registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Certain annuity contracts and insurance policies issued by subsidiaries are registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain other subsidiaries of the Company are registered as broker-dealers under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

      MONY Life and certain of its subsidiaries are investment advisors registered under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”). Certain investment companies managed by such subsidiaries are registered with the Commission under the Investment Company Act and the shares of certain of these entities are qualified for sale in certain states in the United States and the District of Columbia. Certain subsidiaries of the Company are also subject to the Commission’s net capital rules.

      All aspects of MONY Life’s subsidiaries’ investment advisory activities are subject to various federal and state laws and regulations in jurisdictions in which they conduct business. These laws and regulations are primarily intended to benefit investment advisory clients and investment company shareholders and generally grant supervisory agencies broad administrative powers, including the power to limit or restrict the carrying on of business for failure to comply with such laws and regulations. In such event, the possible sanctions which may be imposed include the suspension of individual

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      MONY Life and its subsidiaries may also be subject to similar laws and regulations in the states and foreign countries in which they provide investment advisory services, offer the products described above or conduct other securities related activities.

  ERISA Considerations

      On December 13, 1993, the United States Supreme Court issued its opinion in John Hancock Mutual Life Insurance Company v. Harris Trust and Savings Bank holding that certain assets in excess of amounts necessary to satisfy guaranteed obligations held by John Hancock in its general account under a participating group annuity contract are “plan assets” and therefore subject to certain fiduciary obligations under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and for exclusive purpose of providing benefits to participants and beneficiaries. The Court limited the imposition of ERISA fiduciary obligations in these instances to assets in an insurer’s general account that were not reserved to pay benefits of guaranteed benefit policies (i.e., benefits whose value would fluctuate in accordance with the insurer’s investment experience). On December 22, 1997 the Secretary of Labor issued proposed regulations, providing guidance for the purpose of determining, in cases where an insurer issues one or more policies backed by the insurer’s general account to or for the benefit of an employee benefit plan, the extent to which assets of the insurer constitute plan assets for purposes of ERISA and the Internal Revenue Code of 1986 (the “Code”).These regulations became final on January 5, 2000. The transition rules of the regulations will apply only with respect to a policy issued by an insurer on or before December 31, 1998. In the case of such a policy, the regulations will generally take effect at July 5, 2001. Generally, no person will be liable under ERISA or the Code for conduct occurring prior to the end of such 18-month period, where the basis of a claim is that insurance company general account assets constitute plan assets provided the insurer satisfies the safe harbor requirements of the regulations. Insurers issuing new policies after December 31, 1998, that are not guaranteed benefit policies will be subject to fiduciary obligations under ERISA.

      A review of the Company’s procedures with respect to its general account contracts will be required to ensure compliance with the final regulations.

  Potential Tax Legislation

      Congress has, from time to time, considered possible legislation that would eliminate the deferral of taxation on the accretion of value within certain annuities and life insurance products. Any such legislation could also adversely affect purchases of annuities and life insurance. Additionally, legislation has been proposed to repeal the federal estate tax that could adversely affect the purchase of life insurance.

  Environmental Considerations

      As owners and operators of real property, MONY Life and certain of its subsidiaries are subject to extensive federal, state and local environmental laws and regulations. Inherent in such ownership and operation is also the risk that there may be potential environmental liabilities and costs in connection with any required remediation of such properties. In addition, MONY Life and certain of its subsidiaries hold equity stakes in companies that could potentially be subject to environmental liabilities. MONY Life assesses the business and properties and its level of involvement in the operation and management of such companies. MONY Life routinely conducts environmental assessments for real estate being acquired for investment and before taking title through foreclosure to real property collateralizing mortgages held by MONY Life. While there can be no assurance that unexpected environmental liabilities will not arise, based on these environmental assessments and compliance with MONY Life’s internal procedures, management believes that any costs associated with compliance with environmental laws and regulations or any remediation of such properties would not have a material adverse effect on the Company’s financial position or results of operations.

Employees

      As of December 31, 2000, the Company had approximately 2,466 employees. No employees are covered by a collective bargaining agreement. The Company is represented by approximately 2,447 full time domestic and international career agents, at December 31, 2000, who are all independent contractors and are not employees of the Company. The Company believes that its employee and agent relations are satisfactory.

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ITEM 1A.  Executive Officers of the Registrant

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ITEM 2.  Properties

      The Company leases its headquarters building which is located at 1740 Broadway, New York, New York and consists of approximately 264,570 square feet. The Company also occupies facilities in Syracuse, New York, for use in its insurance operations, which consist of approximately 578,970 square feet in the aggregate. The Company also leases all 110 of its agency and its subsidiary offices, which consist of approximately 573,636 square feet in the aggregate. The Company believes that such properties are suitable and adequate for its current and anticipated business operations.

ITEM 3.  Legal Proceedings

      See Note 18 of the Consolidated Financial Statements. In addition to the matters discussed therein, in the ordinary course of its business the Company is involved in various other legal actions and proceedings (some of which involve demands for unspecified damages), none of which is expected to have a material adverse effect on the Company.

ITEM 4.  Submission of Matters to a Vote of Security Holders

      During the fourth quarter of 2000, there were no matters submitted to a vote of security holders, through the solicitation of proxies or otherwise.

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PART II

ITEM 5.  Market for the Registrant’s Common Equity and Related Stockholder Matters

      The Company’s common stock is traded on the New York Stock Exchange (“NYSE”) under the trading symbol “MNY.”

      The following table presents the high and low closing prices for the common stock of The MONY Group on the NYSE for the period indicated and the quarterly dividends declared per share.

      As of March 15, 2001, the closing price of the MONY Group’s common stock was $36.90. There were 590,717 holders of common stock at March 15, 2001.

      The MONY Group expects to continue to pay an annual dividend on its common stock in 2001. Dividend decisions will be made by the Board of Directors on the basis of a number of factors, including the operating results and financial requirements of the MONY Group and the impact of regulatory restrictions. See “Regulation” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

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ITEM 6.  Selected Consolidated Financial Information

      The following table sets forth Selected Consolidated Financial Information for the Company. The Selected Consolidated Financial Information as of and for the years ended December 31, 2000, 1999 and 1998 is different, as discussed in Note 1 below, from that presented in the Company’s audited consolidated financial statements contained elsewhere herein. The Selected Consolidated Financial Information as of and for the years ended December 31, 1997 and 1996 has been derived from audited financial statements. The selected consolidated financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, the Company’s consolidated financial statements and the notes thereto and the other financial information included elsewhere herein.

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ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

      The following discussion addresses the financial condition and results of operations of the Company for the periods indicated. The discussion of the Company’s financial results of operations is based on the results of the Closed Block for the year ended December 31, 2000 and December 31, 1999 combined on a line by line basis with the results of operations outside the Closed Block, for such respective periods as further discussed below. The discussion and analysis of the Company’s financial condition and results of operations presented below should be read in conjunction with the “Selected Consolidated Financial Information” and the Consolidated Financial Statements and related footnotes and other financial information included elsewhere herein.

General

      MONY’s conversion to a stock life insurance company and the establishment of the Closed Block, as discussed in the Notes to the Consolidated Financial Statements and “Item 1 — Organization and Business” have significantly affected the presentation of the consolidated financial statements of the Company. The most significant effects are as follows:

      The pre-tax Contribution from the Closed Block for the years ended December 31, 2000 and 1999 were $42.8 million and $44.8 million respectively. The pre-Tax Contribution from the Closed Block for the period from November 16, 1998 (the date of MONY’s reorganization) through December 31, 1998, has $5.7 million. The pro-forma basis pre-tax Contribution from the Closed Block for the year ended December 31, 1998, assuming the Closed Block had been established January 1, 1998 is $52.2 million. The Closed Block includes only those revenues, benefit payments, dividends and premium taxes considered in funding the Closed Block and excludes many costs and expenses associated with operating the Closed Block and administering the policies included therein. Since many expenses related to the Closed Block were excluded from the calculation of the Closed Block contribution, the contribution from the Closed Block does not represent the actual profitability of the business in the Closed Block. As a result, operating costs and expenses outside the Closed Block are disproportionate to the business outside the Closed Block.

Segments

      For management and reporting purposes, the Company’s business is organized in two principal operating segments, the “Protection Products” segment and the “Accumulation Products” segment. Substantially all of the Company’s other business activities are combined and reported in the “Other Products” segment. See the Notes to the Consolidated Financial Statements for more detail with respect to the Company’s segments.

Factors Affecting Profitability

      The Company derives its revenues principally from: (i) premiums on individual life insurance, (ii) insurance, administrative and surrender charges on universal life and annuity products, (iii) asset management fees from separate account and mutual fund products, (iv) net investment income on general account assets, (v) the Group Pension Profits, See “The Group Pension Transaction” and (vi) commissions from securities and insurance brokerage operations. The Company’s expenses consist of insurance benefits provided to policyholders, interest credited on policyholders’ account balances, dividends to policyholders, the cost of selling and servicing the various products sold by the Company, including commissions to sales representatives (net of any deferrals), and general business expenses.

      The Company’s profitability depends in large part upon (i) the amount of its assets, (ii) the adequacy of its product pricing (which is primarily a function of competitive conditions, management’s ability to assess and manage trends in

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      In 2001, the Company expects to invest approximately $29.0 million in capital expenditures related to information technology initiatives aimed at increasing operating efficiencies.

      The following tables present the Company’s consolidated and segment results of operations for the years ended December 31, 2000, 1999 and 1998. For comparability with prior periods, the results of operations of the Closed Block for the year ended December 31, 2000, 1999, and the period from November 16, 1998 (the date of the formation of the Closed Block) to December 31, 1998 have been combined on a line by line basis with the results of operations outside the Closed Block. In all other respects the financial information herein is presented in accordance with GAAP unless otherwise noted. Management’s Discussion and Analysis, which follows this table, discusses the Company’s results of operations on the aforementioned combined basis unless otherwise noted.

Results of Operations

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Results of Operations