Pilgrim Baxter & Associates
Old Mutual PLC
13 November 2003
OLD MUTUAL PLC
Pilgrim Baxter & Associates
Pilgrim Baxter & Associates, Ltd ('PBA'), which is part of the US asset
management group of Old Mutual plc, has issued the statement attached to this
release today.
In connection with the events described in that announcement, Old Mutual has
agreed with Harold J Baxter and Gary L Pilgrim, after receiving legal advice, to
settle the remaining provisions of the revenue share buy-out agreement relating
to PBA, which was renegotiated in March 2002. Under the terms of the
settlement, no compensation will be paid by Old Mutual relating to the cessation
of their offices with PBA, but Old Mutual will honour the payment to them of the
final fixed amount of $58.3 million due in February 2004 under that agreement,
less a discount for early payment, together with a further total of $11 million
in respect of their vested phantom stock in PBA.
PBA had US$7 billion of funds under management at 30 September 2003,
representing approximately 3.7% of total funds then under management by the Old
Mutual Group, after adjusting for the prospective disposal of Gerrard.
13 November 2003
Enquiries:
Investors
Old Mutual plc
James Poole, Director Corporate Affairs +44 (0)20 7002 7000
Media
College Hill Associates
Alex Sandberg
Tony Friend +44 (0) 20 7457 2020
Jim Sutcliffe, Chief Executive of Old Mutual plc, will host an analyst
conference call on the above announcement at 2.00 p.m. (UK time), 4.00 p.m.
(South African time) 9.00 a.m. (Eastern Standard time) today. The details to
participate in that call are as follows:
Speaker: Jim Sutcliffe
Title: Analyst Conference Call with Jim Sutcliffe
Dial-up numbers: UK: 0800 9531444
South Africa: 0800 994090
USA: 1-866-220-1452
Encore Replay
For those not able to participate, a recording of the analyst conference call
will be made and a replay facility will be available for seven days from this
evening, after which it will be withdrawn. Those wishing to activate the replay
facility should dial one of the following numbers, and quote the relevant access
code:
UK Freephone dial-in number: 0800 953 1533
USA Toll-free dial-in number: 1-866-276-1167 or 1-866-247-4222 (back-up)
STD International number: +44 1452 550000
Encore Replay access code: 716558#
Encore Replay will be available for 7 days.
Pilgrim Baxter & Associates Announces New Leadership
David J. Bullock Named Chief Executive, Scott F. Powers Chairman
Harold J. Baxter and Gary L. Pilgrim Step Down
Wayne, PA, November 13, 2003 -- Pilgrim Baxter & Associates, investment advisor
to the PBHG Funds, announced today that founders Harold J. Baxter and Gary L.
Pilgrim have stepped down from their positions with the firm. Mr. Baxter, who
has served as chief executive officer and chairman since the firm's founding in
1982, will be succeeded as chief executive by David J. Bullock, who joined
Pilgrim Baxter in July as president and chief operating officer. Mr. Baxter's
role as chairman will be assumed by Scott F. Powers, chief executive of Old
Mutual Asset Management, the US asset management group of Pilgrim Baxter's
corporate parent, London-based Old Mutual plc.
Mr. Bullock explained the changes today in a letter to shareholders of the PBHG
Funds: 'As a result of the well publicized examination of mutual fund firms'
policies and practices by government regulators, in September we initiated an
internal review of our own past practices. That review, conducted with the
assistance of independent experts, has raised questions about decisions the
prior management team made before December 2001, when they sought to eliminate
all market timing in the PBHG Funds. That review has brought into focus conduct
that was not, in our view, consistent with the highest standards of professional
and ethical behavior. We have brought these matters to the attention of the
PBHG Funds Board of Trustees and regulatory authorities. The interest of our
funds' shareholders and the integrity of our firm are our highest priorities.
Therefore, we have proposed specific actions to resolve the issue.'
'Most significantly,' the letter continues, 'Harold Baxter and Gary Pilgrim have
resigned their management positions with the firm and have accelerated their
planned retirements.' Mr. Baxter has also resigned his positions as chairman
and trustee of the Boards of Trustees of the PBHG Funds and PBHG Insurance
Series Fund, and Mr. Bullock has been elected by those Boards to succeed Mr.
Pilgrim as president of both the PBHG Funds and PBHG Insurance Series Fund.
At issue is a passive investment on the part of Mr. Pilgrim in a private
investment limited partnership, unaffiliated with Pilgrim Baxter, that, with Mr.
Baxter's knowledge when he was CEO, actively purchased and redeemed shares of
certain PBHG Funds and other mutual funds using a quantitative tactical asset
allocation model based solely on publicly available information. Mr. Pilgrim's
initial investment in the limited partnership began in 1995 and has continued to
the present, while the limited partnership's investment activity in the PBHG
Funds was limited to the period from March 2000 to December 2001. There is no
evidence that Mr. Pilgrim, or any other employee, provided the limited
partnership with any non-public information about the PBHG Funds.
Mr. Bullock's letter to shareholders outlined actions being taken to bring this
issue to resolution:
• Mr. Pilgrim will contribute to the PBHG Funds all personal profits
he received from the limited partnership's investments in the PBHG Funds.
• In light of Mr. Pilgrim's personal investment in the limited
partnership, the firm will reimburse to the PBHG Funds management fees earned
which were attributable to the limited partnership's investment in the PBHG
Funds.
• Pilgrim Baxter has retained independent counsel to lead its internal
review process in order to assure a thorough and independent examination of
mutual fund trading practices in the PBHG Funds group, and will present the
results to the PBHG Funds' Board of Trustees.
• Pilgrim Baxter will retain an independent accounting firm to conduct
a separate review of the adequacy of internal controls and procedures
affecting processes and functions critical to the investment management and
administration of the PBHG Funds.
• Pilgrim Baxter's current practices of attempting to prevent market
timing activity in the PBHG Funds will be formally adopted as policies and
disclosed in PBHG fund prospectuses.
Mr. Pilgrim's portfolio management responsibilities will be assumed immediately
on an interim basis by Michael S. Sutton, Pilgrim Baxter's chief investment
officer and portfolio manager of the PBHG Large Cap Growth Fund, and Peter J.
Niedland, portfolio manager of the PBHG Emerging Growth Fund. Mr. Sutton and
Mr. Niedland have over 26 years of combined growth-equity investment experience.
'In anticipation of Gary's retirement, Pilgrim Baxter had already initiated the
transition planning process by retaining an executive search firm specializing
in portfolio manager placement,' said Mr. Bullock. 'That process has been
accelerated.'
Other management roles held previously by Mr. Pilgrim were assumed when Mr.
Bullock was named president of the firm in July 2003. Mr. Sutton was named
chief investment officer in July 2001.
'Our mission is to ensure that Pilgrim Baxter meets the highest standards of
excellence in serving investors, and I pledge to work tirelessly to exceed
shareholders' expectations,' said Mr. Bullock.
About David J. Bullock
Prior to joining Pilgrim Baxter in July 2003, Mr. Bullock was president and
chief executive officer of Transamerica Capital, Inc., a subsidiary of AEGON
USA. At Transamerica, he was responsible for developing and marketing
Transamerica Life Insurance Company variable annuity products and the IDEX
Mutual Funds. Previously, Mr. Bullock was senior vice president of GE Financial
Assurance, a subsidiary of GE Capital, and held a variety of sales and
management positions with American Express Financial Advisors, JMB/Carlyle and
InterFinancial Securities. Mr. Bullock earned his B.S. in financial and estate
planning from Brigham Young University, and has over 24 years of experience in
the financial services industry.
About Scott F. Powers
Mr. Powers serves as chief executive officer of Old Mutual Asset Management,
whose member firms, including Pilgrim Baxter, managed a total of $142.7 billion
as of September 30, 2003. Prior to joining Old Mutual in 2001, Mr. Powers was
executive vice president of sales and marketing and product development at
Mellon Institutional Asset Management. Earlier in his career, he served as chief
operating officer and head of marketing and client service for The Boston
Company Asset Management. Prior to The Boston Company, Mr. Powers was a
financial advisor with Dean Witter Reynolds. He earned his B.A. in economics
from Harvard College.
About Pilgrim Baxter & Associates
Founded in 1982, Pilgrim Baxter & Associates provides high-quality, actively
managed investment products through a range of growth-oriented and core equity
institutional strategies and through the PBHG Funds, a family of 18 mutual
funds. The firm managed a total of $7.4 billion as of September 30, 2003, not
including the funds sub-advised by affiliated firms within Old Mutual Asset
Management. More information on the PBHG Funds is available by phone at (800)
433-0051 or through the company's Web site at www.pbhgfunds.com.
Media contact:
Tucker Hewes, Hewes Communications, Inc., (212) 207-9451, tucker@hewescomm.com
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