-----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, HwIk5kfZunkI6lQY/igyFRh21f2wPNM9zdhRRl04YkNvADSVCrLvniaaJbkVVQtZ lFV98tpHQxvYGk2r9+0GbA== 0000913601-97-000008.txt : 19970619 0000913601-97-000008.hdr.sgml : 19970619 ACCESSION NUMBER: 0000913601-97-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970618 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970618 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SECURITY CONNECTICUT CORP CENTRAL INDEX KEY: 0000913601 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 061383088 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12746 FILM NUMBER: 97625893 BUSINESS ADDRESS: STREET 1: 20 SECURITY DRIVE CITY: AVON STATE: CT ZIP: 06001 BUSINESS PHONE: 2036748621 MAIL ADDRESS: STREET 2: 20 SECURITY DRIVE CITY: AVON STATE: CT ZIP: 060014237 8-K 1 FORM 8-K REPORT FOR SECURITY-CONNECTICUT CORP. 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) June 18, 1997 -------------------------- Security-Connecticut Corporation -------------------------------- (Exact name of registrant as specified in its chapter) Delaware 001-12746 06-1383088 -------- --------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 20 Security Drive Avon, Connecticut 06001 ----------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (860) 677-8621 (Former name or former address, if changed since last report) Not Applicable The Exhibit Index is located on Page 4 Page 1 of 8 Pages -1- Item 5. Other Events On June 18, 1997, Security-Connecticut Corporation and ReliaStar Financial Corp. issued a joint press release, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference. Item 7. Financial Statements and Exhibits. c. The following exhibits are filed with this report: 99.1 Press Release, dated June 18, 1997, issued by Security-Connecticut Corporation and ReliaStar Financial Corp. -2- SIGNATURE 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 hereto duly authorized. SECURITY-CONNECTICUT CORPORATION DATED: June 18, 1997 By: /s/ Robert J. Voight -------------------- Name: Robert J. Voight Title:Executive Vice President -3- EXHIBIT INDEX Page in Sequentially Exhibit Numbered Number Description Copy 99.1 Press Release, dated June 18, 1997, issued by Security-Connecticut Corporation and ReliaStar Financial Corp. 5 -4- EXHIBIT 99.1 -5- For Immediate Release June 18, 1997 Media Contacts: Ruth Weber Kelley -- ReliaStar (612) 372-5628 Mark Robinson -- Security-Connecticut (860) 679-6838 Investor Contacts: Karin E. Glasgow -- ReliaStar (612) 342-3979 Charlene H. Fischler, CFA -- Security Connecticut (860) 674-7686 RELIASTAR AND SECURITY-CONNECTICUT REACH AGREEMENT ON PENDING ACQUISITION MINNEAPOLIS -- ReliaStar Financial Corp. (NYSE:RLR) and Security-Connecticut Corp. (NYSE: SRC) announced today that the two companies have reached a further agreement regarding the pending acquisition of Security-Connecticut by ReliaStar. On Feb. 24, 1997, the companies announced a merger whereby Security-Connecticut would be merged into ReliaStar in a stock-for-stock transaction, with the final exchange ratio to be determined based on the average closing price of ReliaStar common stock during the 20-day trading period preceding the date on which all conditions to the merger have been satisfied or waived (the "Exchange Price"). In the event that the Exchange Price exceeds $64.30, the merger agreement provides that the exchange ratio shall be .7749, unless Security-Connecticut has taken affirmative action to designate an exchange ratio equal to the quotient obtained by dividing $49.83 by the Exchange Price. In the event that Security-Connecticut fails to designate the lower exchange ratio, the merger agreement gives ReliaStar the right to elect whether to proceed with the transaction or terminate the merger agreement. -more- -6- RELIASTAR AND SECURITY-CONNECTICUT REACH AGREEMENT 2-2-2 The companies said that, based upon the recent closing prices of ReliaStar common stock, it is probable that the Exchange Price will exceed $64.30. ReliaStar has advised Security-Connecticut that if the Exchange Price exceeds $64.30, it will exercise its right to terminate the agreement unless Security-Connecticut designates the lower exchange ratio. The Board of Directors of Security-Connecticut has indicated that, provided the last required condition to the merger has been satisfied on June 24, 1997, it expects to designate the lower exchange ratio and to declare a special cash dividend of $0.67 per outstanding share of Security-Connecticut common stock prior to the closing. ReliaStar has indicated that it is willing to consent to the declaration and payment of this special cash dividend, which would effectively increase the total transaction value to $50.50 per outstanding share of Security-Connecticut common stock ($49.83 in ReliaStar common stock (assuming the then-current value of such stock equals the Exchange Price) plus a $0.67 special cash dividend). In the event that the last required condition to the merger is not satisfied on June 24, 1997, the Security-Connecticut Board has indicated that it will reconsider its position in light of all of the facts and circumstances existing at that time. ReliaStar said that it has yet to receive the approvals of the New York Insurance Department and the shareholders of Security-Connecticut, which are the only remaining conditions that have yet to be satisfied. Security-Connecticut's shareholders are scheduled to vote on the merger at a special meeting scheduled for 10:30 a.m. (EDT) on June 24, 1997. ReliaStar said it expects to receive the approval of the New York Insurance Department prior to the special meeting. -more- -7- RELIASTAR AND SECURITY-CONNECTICUT REACH AGREEMENT 3-3-3 Security-Connecticut Corp. is a holding company for Security-Connecticut Life Insurance Co. and Lincoln Security Life Insurance Co., which specialize in life insurance and annuity products sold through a network of independent general agencies and more than 50,000 independent life insurance agents throughout the United States. ReliaStar Financial Corp. is a Minneapolis-based holding company dedicated to forming lifetime partnerships with its customers. It provides individuals and institutions with life insurance and annuities, employee benefits, reinsurance, retirement plans, mutual funds, residential mortgages and personal finance education. The company, which was founded in 1885, is the twelfth largest publicly held life insurance holding company in the United States. ReliaStar has more than $19 billion in assets under management and life insurance in force of $198 billion. END -8- -----END PRIVACY-ENHANCED MESSAGE-----