-----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, QUtZ+Xkjw/1NikYbvy95JGKfRufXonn5518KDf2iUvkpFwmiLiCiWycqOqvtx5IF aOkJQfsAURfueICYM7rmKw== 0000719241-97-000039.txt : 19970711 0000719241-97-000039.hdr.sgml : 19970711 ACCESSION NUMBER: 0000719241-97-000039 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970710 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STANDARD MANAGEMENT CORP CENTRAL INDEX KEY: 0000853971 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 351773567 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-51173 FILM NUMBER: 97639097 BUSINESS ADDRESS: STREET 1: 9100 KEYSTONE CROSSING STE 600 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 BUSINESS PHONE: 3175746200 MAIL ADDRESS: STREET 1: 9100 KEYSTONE CROSSING STREET 2: SUITE 600 CITY: INDIANAPOLIS STATE: IN ZIP: 46207 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CONSECO INC CENTRAL INDEX KEY: 0000719241 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 351468632 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 11825 N PENNSYLVANIA ST CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 3175736100 MAIL ADDRESS: STREET 1: 11825 N PENNSYLVANIA ST CITY: CARMEL STATE: IN ZIP: 46032 FORMER COMPANY: FORMER CONFORMED NAME: SECURITY NATIONAL OF INDIANA CORP DATE OF NAME CHANGE: 19840207 SC 13G 1 SCHEDULE 13G FOR CONSECO, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 STANDARD MANAGEMENT CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 85-3612109 (CUSIP Number) This filing contains 13 pages. The Exhibit Index appears on page 12. 1
CUSIP No................................................................................. 85-3612109 ---------- 1. NAME OF REPORTING PERSON........Great American Reserve Insurance Company S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON........................................ 75-0300900 ---------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ x ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION..................................................... Texas ---------- Number of 5. SOLE VOTING POWER............................................. 760,670.4 ---------- Shares Beneficially 6. SHARED VOTING POWER........................................... 0 ---------- Owned By Each 7. SOLE DISPOSITIVE POWER........................................ 760,670.4 ---------- Reporting Person With 8. SHARED DISPOSITIVE POWER...................................... 0 ---------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 760,670.4 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13% 12. TYPE OF REPORTING PERSON................................................................ IC ---
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CUSIP No................................................................................. 85-3612109 ---------- 1. NAME OF REPORTING PERSON........Capitol American Life Insurance Company S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON........................................ 34-1083130 ---------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ x ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION..................................................... Arizona ---------- Number of 5. SOLE VOTING POWER............................................. 631,360.2 ---------- Shares Beneficially 6. SHARED VOTING POWER........................................... 0 ---------- Owned By Each 7. SOLE DISPOSITIVE POWER........................................ 631,360.2 ---------- Reporting Person With 8. SHARED DISPOSITIVE POWER...................................... 0 ---------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 631,360.2 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11% 12. TYPE OF REPORTING PERSON................................................................. IC ---
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CUSIP No................................................................................. 85-3612109 ---------- 1. NAME OF REPORTING PERSON...............Transport Life Insurance Company S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON........................................ 75-0999496 ---------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ x ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION..................................................... Texas --------- Number of 5. SOLE VOTING POWER............................................. 348,007.7 --------- Shares Beneficially 6. SHARED VOTING POWER........................................... 0 --------- Owned By Each 7. SOLE DISPOSITIVE POWER........................................ 348,007.7 --------- Reporting Person With 8. SHARED DISPOSITIVE POWER...................................... 0 --------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 348,007.7 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6% 12. TYPE OF REPORTING PERSON................................................................. IC ---
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CUSIP No................................................................................. 85-3612109 ---------- 1. NAME OF REPORTING PERSON........Conseco, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON........................................ 35-1468632 ---------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ x ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION..................................................... Indiana ----------- Number of 5. SOLE VOTING POWER............................................. 0 ----------- Shares Beneficially 6. SHARED VOTING POWER........................................... 1,740,038.3 ----------- Owned By Each 7. SOLE DISPOSITIVE POWER........................................ 0 ----------- Reporting Person With 8. SHARED DISPOSITIVE POWER...................................... 1,740,038.3 ----------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,740,038.3 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 26% 12. TYPE OF REPORTING PERSON................................................................. HC ---
5 Item 1(a). Name of Issuer Standard Management Corporation Item 1(b). Address of Issuer's Principal Executive Offices 9100 Keystone Crossing, Indianapolis, IN 46240 Item 2(a). Name of Person Filing (i) Great American Reserve Insurance Company (ii) Capitol American Life Insurance Company (iii) Transport Life Insurance Company (iv) Conseco, Inc. Item 2(b). Address of Principal Business Office or, if none, Residence (i) 11815 N. Pennsylvania Street, Carmel, IN 46032 (ii) 11815 N. Pennsylvania Street, Carmel, IN 46032 (iii) 11815 N. Pennsylvania Street, Carmel, IN 46032 (iv) 11815 N. Pennsylvania Street, Carmel, IN 46032 Item 2(c). Citizenship (i) Texas domiciled insurance company (ii) Arizona domiciled insurance company (iii) Texas domiciled insurance company (iv) Indiana Corporation Item 2(d). Title of Class of Securities Common Stock Item 2(e). CUSIP Number 85-3612109 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [ ] Bank as defined in Section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act 6 (d) [ ] Investment Company as defined in Section 8 of the Investment Company Act (e) [ ] Investment Adviser as defined in Section 203 of the Investment Advisers Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d- 1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance with Section 240.13d-1(b)(1)(ii)(G)(Note: See Item 7) (h) [x] Group, in accordance with Section 240.13d- 1(b)(1)(ii)(H) Item 4. Ownership (i) Great American Reserve Insurance Company (a) Amount Beneficially Owned 760,670.4 shares of common stock issuable upon conversion of $4,371,573 Amended and Restated Senior Subordinated Convertible Note, which is convertible at any time (b) Percent of Class 13% (c) Number of shares as to which such person has: (1) sole power to vote or to direct the vote* 760,670.4 (2) shared power to vote or to direct the vote 0 (3) sole power to dispose or to direct the disposition of 760,670.4 (4) shared power to dispose or to direct the disposition of 0 7 (ii) Capitol American Life Insurance Company (a) Amount Beneficially Owned 631,360.2 shares of common stock issuable upon conversion of $3,628,427 Senior Subordinated Convertible Note, which is convertible at any time (b) Percent of Class 11% (c) Number of shares as to which such person has: (1) sole power to vote or to direct the vote* 631,360.2 (2) shared power to vote or to direct the vote 0 (3) sole power to dispose or to direct the disposition of 631,360.2 (4) shared power to dispose or to direct the disposition of 0 (iii) Transport Life Insurance Company (a) Amount Beneficially Owned 348,007.7 shares of common stock issuable upon conversion of $2,000,000 Senior Subordinated Convertible Note, which is convertible at any time (b) Percent of Class 6% (c) Number of shares as to which such person has: (1) sole power to vote or to direct the vote* 348,007.7 8 (2) shared power to vote or to direct the vote 0 (3) sole power to dispose or to direct the disposition of 348,007.7 (4) shared power to dispose or to direct the disposition of 0 (iv) Conseco, Inc. (a) Amount Beneficially Owned 1,740,038.3 shares of common stock issuable upon conversion of the following instruments payable to subsidiaries of Conseco, Inc.: (1) $4,371,573 Amended and Restated Senior Subordinated Convertible Note, which is convertible at any time, payable to Great American Reserve Insurance Company; (2) $3,628,427 Senior Subordinated Convertible Note, which is convertible at any time, payable to Capitol American Life Insurance Company; and (3) $2,000,000 Senior Subordinated Convertible Note, which is convertible at any time, payable to Transport Life Insurance Company (b) Percent of Class 26% (c) Number of shares as to which such person has: (1) sole power to vote or to direct the vote 0 (2) shared power to vote or to direct the vote* 1,740,038.3 (3) sole power to dispose or to direct the disposition of 0 9 (4) shared power to dispose or to direct the disposition of 1,740,038.3 * All of the shares will be subject to a Voting Trust Agreement by and among Great American Reserve Insurance Company ("GARCO"), Capitol American Life Insurance Company ("Capitol American"), Transport Life Insurance Company ("Transport"), Standard Management Corporation (the "Company") and two voting trustees (the "Agreement"). One of the voting trustees will be appointed by the Company (the "Company Trustee") and the other voting trustee will be appointed collectively by GARCO, Capitol American and Transport (the "Shareholder Trustee"). It is anticipated that Ronald D. Hunter will be the Company Trustee and Rollin M. Dick will be the Shareholder Trustee. The Agreement will vest the voting trustees with the right to vote the shares. Prior to each shareholders' meeting, the voting trustees will be required to deliver to Ronald D. Hunter or his designee a proxy entitling Hunter or such designee to vote the shares with respect to all matters, except certain specified matters which will be required to be voted on by the Shareholder Trustee. The Agreement will provide for a three year term and will be immediately terminable upon the occurrence of certain specified events. Item 5. Ownership of Five Percent or Less of a Class N/A 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 Great American Reserve Insurance Company, Capitol American Life Insurance Company and Transport Life Insurance Company, all of which entities are 10 insurance companies beneficially owned by Conseco, Inc., an Indiana corporation Item 9. Notice of Dissolution of Group N/A 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 purposes 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 as of this 10th day of July, 1997. /s/ Rollin M. Dick -------------------------- Rollin M. Dick, Executive Vice President and Chief Financial Officer of Great American Life Insurance Company, Capitol American Life Insurance Company, Transport Life Insurance Company and Conseco, Inc. 11 Exhibit to Schedule 13G Exhibit 1 - Joint Filing Agreement. 12 EX-1 2 JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date with respect to the beneficial ownership of the undersigned of shares of the Common Stock without par value of Standard Management Corporation is being filed on behalf of each of the undersigned. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: July 10, 1997 CONSECO, INC. By:/s/Rollin M. Dick ---------------------- Rollin M. Dick, Executive Vice President GREAT AMERICAN RESERVE INSURANCE COMPANY By:/s/Rollin M. Dick ------------------------- Rollin M. Dick, Executive Vice President CAPITOL AMERICAN LIFE INSURANCE COMPANY By:/s/Rollin M. Dick ------------------------ Rollin M. Dick, Executive Vice President TRANSPORT LIFE INSURANCE COMPANY By:/s/Rollin M. Dick ------------------------ Rollin M. Dick, Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----