-----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, I1FGF6uvJOm3Aml+KQWOa190VrwTduVzZ3IZgkMR/HwLq1B7qotO5Irm80AUM6WP l8E+/Oj4xTvY1wtxuH1pBA== 0000950131-97-004256.txt : 19970704 0000950131-97-004256.hdr.sgml : 19970704 ACCESSION NUMBER: 0000950131-97-004256 CONFORMED SUBMISSION TYPE: 8A12BEF PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970701 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RELIASTAR FINANCIAL CORP CENTRAL INDEX KEY: 0000841528 STANDARD INDUSTRIAL CLASSIFICATION: 6311 IRS NUMBER: 411620373 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8A12BEF SEC ACT: 1934 Act SEC FILE NUMBER: 001-10640 FILM NUMBER: 97634858 BUSINESS ADDRESS: STREET 1: 20 WASHINGTON AVE S CITY: MINNEAPOLIS STATE: MN ZIP: 55401 BUSINESS PHONE: 6123725432 MAIL ADDRESS: STREET 1: 20 WASHINGTON AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55401 FORMER COMPANY: FORMER CONFORMED NAME: NWNL COMPANIES INC DATE OF NAME CHANGE: 19920703 8-A12B 1 FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ReliaStar Financial Corp. ---------------------------------------- (Exact name of registrant as specified in its charter) Delaware 41-1620373 - - ---------------------------------------- ------------------------------------ (State of incorporation or organization) (I.R.S. Employer Identification No.) 20 Washington Avenue South, Minneapolis, Minnesota 55401 - - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [X] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which to be so registered each class is to be so registered ------------------------------ --------------------------------- 7 1/8% Notes Due March 1, 2003 New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None Item 1. Description of Securities to be Registered. ------------------------------------------ On July 1, 1997, under an Agreement and Plan of Merger dated as of February 23, 1997 (the "Merger Agreement"), between ReliaStar Financial Corp., a Delaware corporation ("ReliaStar"), and Security-Connecticut Corporation, a Delaware corporation ("SCC"), SCC was merged into ReliaStar (the "Merger"). In the Merger, SCC's separate corporate existence terminated with ReliaStar as the surviving corporation. As provided in the Merger Agreement, ReliaStar assumed the obligations of SCC under SCC's 7 1/8% Notes due March 1, 2003 (the "Notes"). The obligations of ReliaStar with respect to the Notes are set forth in a Supplemental Indenture, dated as of July 1, 1997, among ReliaStar, SCC and State Street Bank and Trust Company, as trustee (the "Trustee"). The description of the terms of the Notes is contained in SCC's Registration Statement on Form S-3, as amended (Reg. No. 33-92368), dated June 8, 1995. This description is incorporated by reference herein. Item 2. Exhibits. -------- 1. Indenture between SCC and the Trustee, dated as of October 10, 1995 (incorporated by reference to Exhibit 4.01 to SCC's Current Report on Form 8-K (File No. 1-12746), dated October 10, 1995). 2. Supplemental Indenture among ReliaStar, SCC, and the Trustee, dated as of July 1, 1997. SIGNATURE --------- Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. RELIASTAR FINANCIAL CORP. Date: June 25, 1997 By: /s/ Richard R. Crowl ---------------------------------------- Richard R. Crowl, Senior Vice President, General Counsel, and Secretary EX-2 2 SUPPLEMENTAL INDENTURE DATED JULY 1, 1997 EXHIBIT 2 RELIASTAR FINANCIAL CORP. to STATE STREET BANK AND TRUST COMPANY Trustee ------------------------------------ Supplemental Indenture* Dated as of July 1, 1997 ------------------------------------ *Supplementing the Indenture dated as of October 10, 1995. This SUPPLEMENTAL INDENTURE is dated as of July 1, 1997, among ReliaStar Financial Corp., a Delaware corporation ("ReliaStar"), Security-Connecticut Corporation, a Delaware corporation ("SCC"), and State Street Bank and Trust Company, a Massachusetts trust company (the "Trustee"). WHEREAS, SCC previously issued and sold $75,000,000 principal amount of its 7 1/8% Notes Due March 1, 2003 (the "Notes") under an Indenture dated as of October 10, 1995 (the "Indenture"), between SCC and the Trustee; WHEREAS, ReliaStar and SCC entered into an Agreement and Plan of Merger, dated as of February 23, 1997 (the "Merger Agreement"), providing for the merger of SCC with and into ReliaStar (the "Merger"), and providing that effective upon the Merger the separate existence of SCC will cease and ReliaStar will continue as the surviving corporation; WHEREAS, Article Eight of the Indenture provides for the substitution for SCC of the corporation resulting from a merger with SCC, in accordance with the terms and provisions of Article Eight, as more fully described therein; WHEREAS, Section 1.2 of the Merger Agreement provides that at the Effective Time (as defined below) of the Merger, all debts, obligations, and liabilities of SCC will attach to ReliaStar; and WHEREAS, Section 901(1) of the Indenture provides that SCC (when authorized by a Board Resolution) and the Trustee, may enter into a supplemental indenture without the consent of any Holders with respect to the purposes enumerated therein; WHEREAS, the execution of this Supplemental Indenture has been duly authorized by ReliaStar, SCC and the Trustee, and all things necessary to make this Supplemental Indenture a valid, binding and legal instrument according to its terms and the terms of the Indenture have been done and performed; and WHEREAS, capitalized terms used but defined herein shall have the meanings given to them in the Indenture. NOW, THEREFORE, the parties agree as follows: ARTICLE I. Effectiveness ------------- Section 1.1 Effective Time of Merger. As provided in the Merger Agreement, ReliaStar and SCC will cause the Merger to be consummated by filing a Certificate of Merger with the Delaware Secretary of State as soon as practicable on the Closing Date (as defined in Section 1.4(b) of the Merger Agreement). The time of such filing is the "Effective Time" of the Merger. Section 1.2 Effectiveness of Supplemental Indenture. This Supplemental Indenture will be effective at the Effective Time, which shall be evidenced by the delivery to the Trustee of an Officers' Certificate of ReliaStar, upon which the Trustee may rely as conclusive evidence of the consummation of the Merger, the Effective Time thereof, and the effectiveness of this Supplemental Indenture. ARTICLE II. Assumption and Substitution --------------------------- Section 2.1 Assumption. ReliaStar hereby assumes the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and the performance of every covenant of the Indenture to be performed or observed on the part of SCC. Section 2.2 Substitution. ReliaStar, by virtue of this assumption and the execution of this Supplemental Indenture, succeeds to and is substituted for SCC with the same effect as if it had been named in the Indenture as the obligor thereunder and otherwise with the effect provided in Section 802 of the Indenture. Section 2.3 Effectiveness of Assumption. The assumption by ReliaStar provided for in Sections 2.1 and 2.2 hereof will, after execution of this Supplemental Indenture by ReliaStar, become effective at the time specified in Section 1.2 hereof regardless of whether this Supplemental Indenture has then been executed by the other parties. ARTICLE III. Endorsement and Change of Form of Notes --------------------------------------- Any Notes authenticated and delivered after the Effective Time in substitution for Notes then outstanding and all Notes presented or delivered to the Trustee on and after that date for such purpose will (unless textually revised) be stamped by the Trustee, with a notation as follows: "The obligations and liabilities of Security-Connecticut Corporation, a Delaware corporation, contained herein with respect to the payment of the principal of (and premium, if any) and interest on this Note and all other obligations and liabilities of the original obligor under the Indenture have been assumed by ReliaStar Financial Corp., a Delaware corporation. The Indenture dated as of October 10, 1995 referred to in this Note has been supplemented and amended by a Supplemental Indenture dated as of July 1, 1997 to provide for, among other things, the assumption of obligations and liabilities by ReliaStar Financial Corp. Reference is hereby made to the Supplemental Indenture, copies of which are on file with the Trustee, for a description of the supplements and amendments therein made." 2 ARTICLE IV. Miscellaneous ------------- As of the Effective Time, the notice address of ReliaStar for all purposes under the Indenture, as supplemented, is the following: ReliaStar Financial Corp. 20 Washington Avenue South Minneapolis, Minnesota 55401 Attention: General Counsel Except as expressly supplemented or amended by this Supplemental Indenture, the Indenture is hereby ratified and confirmed, and all the terms, provisions, and conditions thereof continue in full force and effect. The Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument and shall be binding upon all Holders. The Trustee accepts the trusts created by the Indenture, as supplemented and amended by this Supplemental Indenture, and will perform the same upon the terms and conditions in the Indenture, as supplemented and amended by this Supplemental Indenture. This instrument may be executed in any number of counterparts, each of which is deemed to be an original, but all of which together constitute one and the same instrument. 3 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written. RELIASTAR FINANCIAL CORP.
By: /s/ Richard R. Crowl ----------------------------------------- Richard R. Crowl, Senior Vice President, General Counsel and Secretary Attest: /s/ Susan M. Bergen ------------------------------ Susan M. Bergen, Assistant Secretary SECURITY-CONNECTICUT CORPORATION By: /s/ Ronald D. Jarvis ----------------------------------------- Ronald D. Jarvis, President Attest: /s/ Patrica A. DeVita ------------------------------ Patricia A. DeVita, Secretary STATE STREET BANK AND TRUST COMPANY By: /s/ Henry Seemore ---------------------------------------- Its: Assistant Vice President ---------------------------------------- Attest: Patrick Thebado ------------------------------
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