-----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, O6OLn2nwBQFbO8ctN5gOs7Lx9ySI8D+2gu7UqVs6kDRtWtMBH9RGBslOzuIJirH0 rs6i0AbsfStcWHMJoX5I/g== 0000109747-04-000014.txt : 20040830 0000109747-04-000014.hdr.sgml : 20040830 20040830170437 ACCESSION NUMBER: 0000109747-04-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040825 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040830 DATE AS OF CHANGE: 20040830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN SECURITY LIFE INSURANCE CO CENTRAL INDEX KEY: 0000109747 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 591231733 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-35669 FILM NUMBER: 041005970 BUSINESS ADDRESS: STREET 1: 755 RINEHART RD CITY: LAKE MARY STATE: FL ZIP: 32746-8402 BUSINESS PHONE: 8012641060 MAIL ADDRESS: STREET 1: 755 RINEHART RD CITY: LAKE MARY STATE: FL ZIP: 32746 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA LIFE INSURANCE CO OF FLORIDA DATE OF NAME CHANGE: 19790501 8-K 1 sslic8k.txt 8K FOR SSLIC MERGERED INTO SNFC SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 25, 2004 SOUTHERN SECURITY LIFE INSURANCE COMPANY (Exact name of registrant as specified in this Charter) Utah 2-35669 59-1231733 - ---------------------------- ----------- ------------ (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 755 Rinehart Road, Lake Mary, Florida 32746 - ------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (801) 264-1060 -------------- Does Not Apply (Former name or former address, if changed since last report) ITEM 2. Agreement and Plan of Reorganization with Security National Life Insurance Company and SSLIC Holding Company On August 25, 2004, Southern Security Life Insurance Company (the "Company") entered into an Agreement and Plan of Reorganization with Security National Life Insurance Company, a Utah corporation, and its wholly owned subsidiary, SSLIC Holding Company, a Utah corporation. Security National Life Insurance Company and SSLIC Holding Company currently own 76.7% of the Company's outstanding common shares. Security National Life Insurance Company is a wholly owned subsidiary of Security National Financial Corporation, a Utah corporation. Upon completion of the proposed Agreement and Plan of Reorganization, SSLIC Holding Company will be merged with and into the Company which merger, if consummated, would result in (i) the Company becoming a wholly-owned subsidiary of Security National Life Insurance Company and (ii) the stockholders of the Company (except for Security National Life Insurance Company and SSLIC Holding Company) becoming entitled to receive cash for their shares of the Company's common stock. If the proposed merger is completed, the separate existence of SSLIC Holding Company will cease as the Company will be the surviving corporation in the merger and will continue to be governed by the laws of the State of Florida, and the separate corporate existence of the Company will continue unaffected by the merger. The shares of common stock owned by the Company's stockholders (except for the shares of common stock owned by Security National Life Insurance Company and SSLIC Holding Company) immediately prior to the effective time of the merger will be exchanged for cash. The total amount of cash to be paid by Security National Life Insurance Company to the holders of the Company's common stock (except for Security National Life Insurance Company and SSLIC Holding that hold common shares of the Company), holding an aggregate of 490,816 shares of the Company's common stock, pro rata to their respective share ownership, will be $3.84 per share of common stock, or an aggregate of $1,884,733.44. The 490,816 shares of the Company's common stock that Security National Life Insurance Company has agreed to purchase from the Company's stockholders represent 23.3% of the outstanding shares of the Company, or all of the outstanding shares of the Company, except for the shares of common stock held by Security National Life Insurance Company and SSLIC Holding Company. If the proposed merger is completed, each share of the Company's common stock issued and outstanding immediately prior to the effective time of the merger (except for shares of the Company's common stock held by Security National Life Insurance Company and SSLIC Holding Company) will, by virtue of the merger and without any action on the part of the stockholder thereof, automatically be canceled and converted into the right to receive cash in the amount equal to $3.84 per share. In addition, each holder of the Company's common shares immediately prior to the effective time of the merger (except for shares of the Company's common stock held by Security National Life Insurance Company and SSLIC Holding Company) will, by virtue of the merger and without any action on the part of such stockholder, cease being a stockholder of the Company and automatically receive cash in an amount equal to the number of shares of common stock held of record by such stockholder at such time multiplied by $3.84 per share. At the Company's Annual Meeting of Stockholders, which is scheduled to be held on October 8, 2004, the Company's stockholders will be asked to vote on the approval and adoption of the Agreement and Plan of Reorganization and the proposed merger. In order to complete the proposed merger, a majority of all common shares entitled to vote on the proposal by the Company's stockholders must vote to approve and adopt the Agreement and Plan of Reorganization. The obligations of the Company, Security National Life Insurance Company and SSLIC Holding Company to complete the proposed merger are subject to the satisfaction of the following conditions: o The approval and adoption of the Agreement and Plan of Reorganization by the Company's stockholders; o The termination or expiration of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or such compliance shall have been waived by the governmental agencies having authority to give such waiver; o All authorizations, consents, orders or approvals of any governmental entity (including the insurance departments of the states of Florida and Utah) necessary for the transactions contemplated by the Agreement and Plan of Reorganization shall have been obtained; o On the closing date the dissenting shares of the Company's common stock must not exceed 10% of the outstanding common shares of the Company; o There must not be instituted any action or proceeding before any court or governmental agency or other regulatory administrative agency or commission challenging the transactions contemplated by the Agreement and Plan of Reorganization. o Each officer and director of the Company shall have executed a letter containing the resignation of such person as such officer and/or director effective as of the effective time of the merger or such date as Security National Life Insurance Company shall request; The Company and Security National Life Insurance Company can jointly agree to terminate the proposed Agreement and Plan of Reorganization at any given time. Either company may also terminate the agreement under other circumstances described in the Agreement and Plan of Reorganization. The Company and Security National Life Insurance Company have retained the firm of Houlihan Valuation Advisors to provide a valuation report to estimate the fair market value of the 490,816 shares of the Company's common stock to be purchased in the transaction from the minority stockholders as of June 30, 2004, and to express an opinion as to the fairness to the Company's minority stockholders of the proposed purchase by Security National Life Insurance Company of the 490,816 shares of the Company's common stock, assuming the transaction is consummated as proposed. Houlihan Valuation Advisors have provided a fairness opinion to the Company and Security National Life Insurance Company dated August 25, 2004. In the fairness opinion, Houlihan Valuation Advisors state that it is their opinion that the transaction as proposed in the Agreement and Plan of Reorganization is fair to the Company's minority shareholders from a financial point of view, assuming that the transaction is consummated as proposed at a common share price of $3.84 per share, and that the minority shareholders are receiving adequate consideration in the transaction in exchange for the sale of their common stock. Stockholders who do not vote in favor of the Agreement and Plan of Reorganization and who follow certain procedures have the right to dissent from, and obtain payment for, their shares in the event of the consummation of the proposed merger. Any stockholder who wishes to dissent and demand payment for his shares in the event of consummation of the Agreement and Plan of Reorganization must comply with the requirements and procedures under the Florida Business Corporation Act regarding rights of dissenting stockholders. ITEM 7. Financial Statements and Exhibits (c) Exhibits 10.1 Agreement and Plan of Reorganization among Southern Security Life Insurance Company, Security National Life Insurance Company and SSLIC Holding Company. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SOUTHERN SECURITY LIFE INSURANCE COMPANY (Registrant) Date: August 30, 2004 By: /s/ Scott M. Quist ------------------- Scott M. Quist, President and Chief Operating Officer -----END PRIVACY-ENHANCED MESSAGE-----