0000950142-15-000715.txt : 20150408 0000950142-15-000715.hdr.sgml : 20150408 20150408170351 ACCESSION NUMBER: 0000950142-15-000715 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20150408 DATE AS OF CHANGE: 20150408 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Fidelity & Guaranty Life CENTRAL INDEX KEY: 0001585064 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 463489149 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87781 FILM NUMBER: 15759630 BUSINESS ADDRESS: STREET 1: TWO RUAN CENTER STREET 2: 601 LOCUST STREET, 14TH FLOOR CITY: DES MOINES STATE: IA ZIP: 50309 BUSINESS PHONE: 800-445-6758 MAIL ADDRESS: STREET 1: TWO RUAN CENTER STREET 2: 601 LOCUST STREET, 14TH FLOOR CITY: DES MOINES STATE: IA ZIP: 50309 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HRG GROUP, INC. CENTRAL INDEX KEY: 0000109177 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 741339132 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-906-8548 MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: HARBINGER GROUP INC. DATE OF NAME CHANGE: 20091224 FORMER COMPANY: FORMER CONFORMED NAME: ZAPATA CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ZAPATA NORNESS INC DATE OF NAME CHANGE: 19720314 SC 13D/A 1 eh1500468_13da2-fidelity.htm AMENDMENT NO. 2 eh1401302_13da1-fidelity.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13D
(Amendment No.  2)
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
 
Fidelity & Guaranty Life
(Name of Issuer)
 
 
Common Stock, par value $0.01
(Title of Class of Securities)
 
 
315785 105
(CUSIP Number)
 
 
Omar M. Asali
President and Chief Executive Officer
HRG Group, Inc.
450 Park Avenue, 29th Floor
New York, New York 10022
(212) 906-8555
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
April 6, 2015
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ¨

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
 
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
CUSIP No. 315785 105
 
 SCHEDULE 13D
Page 2 of 6


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
HRG Group, Inc.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
47,000,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
47,000,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
47,000,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
80.4%
  
14
TYPE OF REPORTING PERSON
 
CO
  

 
 
 
CUSIP No. 315785 105
 
 SCHEDULE 13D
Page 3 of 6
 

1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
FS Holdco II Ltd.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
47,000,000
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
47,000,000
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
47,000,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
80.4%
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
 
 
 
 
CUSIP No. 315785 105
 
 SCHEDULE 13D
Page 4 of 6
 

Item 1. Security and Issuer
 
This Amendment No. 2 to Schedule 13D is being filed to amend the Schedule 13D by the undersigned filed on January 3, 2014 as amended by Amendment No. 1 filed on December 3, 2014 (as amended, “Schedule 13D”) with respect to the shares of Common Stock, par value $0.01 per share (the “Shares”), of Fidelity & Guaranty Life (the “Issuer”). The principal executive offices of the Issuer are located at 1001 Fleet Street, 6th Floor, Baltimore, Maryland 21202.
 
Item 2. Identity and Background
 
Item 2 is hereby amended and restated in its entirety as follows:
 
“(a-c, f) This Schedule 13D is being filed by HRG Group, Inc., a Delaware corporation (“HRG”) and FS Holdco II Ltd., a corporation organized under the laws of the Cayman Islands and a wholly-owned subsidiary of HRG (“FSH”, and together with HRG, the “Reporting Persons”). The Shares reported in this Schedule 13D are directly held by FSH. HRG does not directly own any securities of the Issuer. However, as a result of FSH being the wholly-owned subsidiary of HRG, HRG may be deemed to beneficially own securities of the Issuer directly owned by FSH.  The information required by General Instruction C to Schedule 13D with respect to the executive officers and directors of HRG and FSH is listed on Schedule A hereto under the heading “HRG and FSH Executive Officers and Directors” (the “Controlling Persons”, and together with the Reporting Persons, the “HRG Persons”). HRG is a holding company and has its principal business address located at 450 Park Avenue, 29th Floor, New York, NY 10022. FSH is a holding company and has its principal business address located at Sterling House, 16 Wesley Street, Hamilton HM 11, Bermuda. Certain of the Controlling Persons may from time to time own securities of the Issuer that are not beneficially owned by the Reporting Persons.
 
(d) None of the HRG Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e) None of the HRG Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.”
 
Item 3. Source and Amount of Funds or Other Consideration
 
No material change.
 
 
 
CUSIP No. 315785 105
 
 SCHEDULE 13D
Page 5 of 6
 
Item 4. Purpose of the Transaction
 
Item 4 is hereby amended by adding the following as the last paragraph thereof:
 
“On April 6, 2015, HRG issued a press release announcing that it is exploring strategic alternatives for FGL, including a potential sale of FGL, or of all or part of HRG’s interest in FGL. No assurance can be provided that the exploration of strategic alternatives will result in a transaction or that any transaction, if pursued, will be consummated. The exploration of strategic alternatives may be terminated at any time and without notice.  Neither HRG nor any of its affiliates intend to disclose developments with respect to this process unless and until the HRG Board of Directors has approved a specific transaction and/or course of action. A copy of the press release is attached as exhibit 99.2 and the text thereof is incorporated herein by reference.”
Item 5. Interest in Securities of the Issuer
 
No material change.
 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
No material change.
 
 
 
CUSIP No. 315785 105
 
 SCHEDULE 13D
Page 6 of 6
 
 
Item 7. Material to be filed as Exhibits.
 
 
 
Exhibit No.
    
Description
     
99.1   Joint Filing Agreement
99.2 HRG Press Release
 
 
 
 
Schedule A
 
HRG and FSH Executive Officers and Directors
 
Name
Business Address
Citizenship
Principal Occupation
Omar M. Asali
c/o HRG Group, Inc.
450 Park Avenue, 29th Floor,
New York, NY 10022
US
Director and President of HRG; director and President of FSH
Joseph S. Steinberg
c/o HRG Group, Inc.
450 Park Avenue, 29th Floor,
New York, NY 10022
 US
Director, Chairman of the Board of HRG
Thomas A. Williams
c/o HRG Group, Inc.
450 Park Avenue, 29th Floor,
New York, NY 10022
US
Executive Vice President and Chief Financial Officer of HRG; director and Chief Financial Officer of FSH
David M. Maura
c/o HRG Group, Inc.
450 Park Avenue, 29th Floor,
New York, NY 10022
US
Executive Vice President & Director of HRG
Michael Sena
c/o HRG Group, Inc.
450 Park Avenue, 29th Floor,
New York, NY 10022
US
Senior Vice President and Chief Accounting Officer of HRG
Frank Ianna
c/o HRG Group, Inc.
450 Park Avenue, 29th Floor,
New York, NY 10022
US
Director of HRG
Gerald Luterman
c/o HRG Group, Inc.
450 Park Avenue, 29th Floor,
New York, NY 10022
US
Director of HRG
Eugene I. Davis
c/o HRG Group, Inc.
450 Park Avenue, 29th Floor,
New York, NY 10022
US
Director of HRG
Andrew Whittaker
c/o HRG Group, Inc.
450 Park Avenue, 29th Floor,
New York, NY 10022
US
Director of HRG
 
 
 
 
SIGNATURES
 
After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated: April 8, 2015
 
 
HRG GROUP, INC.
  
       
 
By:
/s/ Thomas A. Williams  
    Name: Thomas A. Williams    
    Title:   Executive Vice President and Chief Financial Officer  
       
 
 
 
FS HOLDCO II LTD.
  
       
 
By:
/s/ Thomas A. Williams  
    Name: Thomas A. Williams  
    Title:   Chief Financial Officer  
       
 
 
 
 
 

EX-99.1 2 eh1500468_13da2-ex9901.htm EXHIBIT 99.1 eh1401302_13da1-ex9901.htm
EXHIBIT 99.1
 
 
JOINT FILING AGREEMENT
 
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, par value $0.01 per share, of Fidelity & Guaranty Life, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
 
 
Dated: April 8, 2015
 
 
HRG GROUP, INC.
  
       
 
By:
/s/ Thomas A. Williams  
    Name: Thomas A. Williams    
    Title:   Executive Vice President and Chief Financial Officer  
       
 
 
 
FS HOLDCO II LTD.
  
       
 
By:
/s/ Thomas A. Williams  
    Name: Thomas A. Williams  
    Title:   Chief Financial Officer  
       
 
 
 
 EX-99.2 3 eh1500468_13da2-ex9902.htm EXHIBIT 99.2
EXHIBIT 99.2
 
HRG GROUP TO EXPLORE STRATEGIC ALTERNATIVES
FOR FIDELITY & GUARANTY LIFE, INCLUDING A POSSIBLE SALE

NEW YORK, April 6, 2015 – HRG Group, Inc. (NYSE: HRG) today announced that it is exploring strategic alternatives for Fidelity & Guaranty Life (NYSE: FGL), including a potential sale of FGL, or of all or part of HRG’s 80.6% interest in FGL.

Omar Asali, President and Chief Executive Officer of HRG Group, said, “With HRG’s support, FGL has grown significantly, enhanced its strategic and financial position, and achieved several significant milestones, including a successful IPO in 2013.  FGL has a seasoned board and management team, a strong balance sheet, and is well positioned to continue to deliver on its strategy of providing valuable insurance products to the middle market.”

HRG noted that there can be no assurance that the exploration of strategic alternatives will result in a transaction or that any transaction, if pursued, will be consummated.  The exploration of strategic alternatives may be terminated at any time and without notice.  Neither HRG Group nor any of its affiliates intend to disclose developments with respect to this process unless and until the Board of Directors has approved a specific transaction or course of action.

HRG acquired 100% of FGL in April 2011.  In December 2013, FGL successfully completed an IPO of 19.3% of its interest at that time.  HRG did not sell any FGL shares as part of that offering.

About HRG Group, Inc.
HRG Group, Inc., formerly Harbinger Group Inc., is a diversified holding company focused on holding businesses that can, in the long term, generate sustainable free cash flow or high returns. The Company’s principal operations are conducted through businesses that: offer branded consumer products (such as consumer batteries, residential locksets, residential builders’ hardware, faucets, shaving and grooming products, personal care products, small household appliances, specialty pet supplies, lawn, garden and home pest control products, personal insect repellents); offer life insurance and annuity products; provide asset-backed loans; and own energy assets. HRG’s intention is to generally hold controlling equity interests, but it may also hold debt instruments or minority equity interests from time to time. For more information, visit: www.HRGgroup.com.

Investors and Media:
 
HRG Group
James Hart or Thomas A. Williams, 212-906-8560
Investor Relations
investorrelations@HRGgroup.com