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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)*
United Home Life Insurance Company
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(Name of Issuer)
Common Stock, $1.00 par value per share
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(Title of Class of Securities)
N/A
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(CUSIP Number)
F. W. Lazenby
Chairman and Chief Executive Officer
SouthCap Corporation
211 Seventh Avenue North, 4th Floor
Nashville, Tennessee 37219
(615) 244-1908
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 25, 1997
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(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d(b)(3) or (4), check the following box
[__].
* 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 the 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).
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<TABLE>
<S> <C> <C>
CUSIP NO: N/A
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of above Person
SOUTHCAP CORPORATION
62-1579070
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2 Check the appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
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3 SEC Use Only
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4 Source of Funds (See Instructions)
WC
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5 / / Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(e) or 2(f)
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6 Citizenship or Place of Organization
TENNESSEE
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Number of Shares 7 Sole voting power......................................... 79,821
Beneficially Owned 8 Shared voting power....................................... 0
By Each Reporting 9 Sole dispositive power.................................... 79,821
Person With 10 Shared dispositive power.................................. 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
79,821 shares
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12 / / Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions)
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13 Percent of Class Represented by Amount in Row 11
6.4%
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14 Type of Reporting Person (See Instructions)
CO, HC
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</TABLE>
2
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ITEM 1. SECURITY AND UNITED HOME LIFE.
The class of equity securities to which this Schedule 13D relates is
the common stock, par value $1.00 per share ("Common Stock"), of United Home
Life Insurance Company ("United Home Life"), an Indiana corporation, whose
principal executive offices are located at 1499 Windhorst Way, Greenwood,
Indiana 46143.
United Home Life has represented that it is an insurance company whose
securities are exempt from registration under the Securities Exchange Act of
1934, as amended (the "Exchange Act") pursuant to Section 12(g)(2)(G) thereof.
The percentage of beneficial ownership reflected in this Schedule 13D
is based upon 1,249,676 shares of Common Stock outstanding on March 25, 1996,
based upon the proxy statement of United Home Life for its annual meeting of
shareholders held April 24, 1996.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by SouthCap Corporation, a Tennessee
corporation ("SouthCap"), whose address is 211 Seventh Avenue North, Nashville,
Tennessee 37219. SouthCap is a holding company for life insurance companies.
Neither SouthCap nor, to its knowledge, any executive officer,
director or controlling person of SouthCap has, during the last five years,
been convicted in any criminal proceeding, excluding traffic violations or
similar misdemeanors.
Neither SouthCap nor, to its knowledge, any executive officer,
director or controlling person of SouthCap has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which it 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.
In a series of transactions between August 12, 1996 and December 18,
1996, SouthCap acquired a total of 44,352 shares of Common Stock for an
aggregate purchase price of $131,103.72. These 44,352 shares of Common Stock
represented approximately 3.55% of the outstanding Common Stock of United Home
Life. SouthCap also entered into an agreement on December 19, 1996 (as more
fully described in Item 5 below) to acquire an additional 35,469 shares of
Common Stock at a purchase price of $159,610.50. The Common Stock of United
Home Life purchased by SouthCap was purchased using the working capital of
SouthCap.
ITEM 4. PURPOSE OF TRANSACTION.
SouthCap initially purchased shares of Common Stock with the intention
of realizing capital appreciation on what it perceived as an undervalued equity
security. Subsequent to its initial purchases of Common Stock, the management
of SouthCap contacted the management of United Home Life to discuss what, if
any, steps United Home Life management was pursuing to enhance shareholder
value, and to see if SouthCap, through its available capital or management
expertise, could assist United Home Life in seeking to return to profitability
and improve its operating revenues.
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After its discussions with United Home Life management, SouthCap
decided to make an offer to acquire all of the outstanding Common Stock of
United Home Life. SouthCap made its offer in writing to United Home Life on
September 17, 1996. This offer was rejected by the Board of Directors of United
Home Life on October 2, 1996. Since that time, SouthCap has continued to seek
shares of Common Stock and has also filed with the Indiana Commissioner of
Insurance (the "Indiana Commissioner") its Statement on Form A seeking approval
to acquire control of United Home Life. The Indiana Commissioner commenced the
required public hearing on SouthCap's Form A Statement on February 27, 1997,
and will continue the hearing on March 21, 1997.
If the Indiana Commissioner grants approval for SouthCap to acquire
control of United Home Life, SouthCap presently intends to commence a tender
offer pursuant to Section 14 of the Exchange Act. If the tender offer is
successful, SouthCap has no present plans or proposals to cause United Home
Life to make any material changes in the present dividend policy of United Home
Life.
In the event that SouthCap acquires all the outstanding Common Stock
of United Home Life, immediately thereafter SouthCap will exercise its rights
as a shareholder to elect a new Board of Directors. In the event that SouthCap
acquires at least a majority of the outstanding Common Stock of United Home
Life as a result of the tender offer but less than 100% of the outstanding
Common Stock, SouthCap intends to exercise its rights as a shareholder to
change the composition of the Board of Directors of United Home Life at the
earliest opportunity by calling a special meeting of shareholders for that
purpose.
In the event that SouthCap acquires at least a majority of the
outstanding Common Stock of United Home Life as a result of the tender offer
but less than 100% of the outstanding Common Stock, SouthCap intends to seek to
acquire additional Common Stock, in a manner permitted under applicable laws,
until SouthCap owns at least two-thirds of the outstanding Common Stock. At
that time, SouthCap would seek to consummate a statutory merger to result in
all non-tendering shareholders being paid cash for their shares of Common
Stock, thereby leaving SouthCap as the 100% shareholder of United Home Life.
Except as otherwise indicated herein, SouthCap has no present plans or
proposals which relate to or would result in an extraordinary corporate
transaction involving United Home Life, such as a merger, reorganization, or
liquidation; or a sale or transfer of all or substantially all assets involving
United Home Life.
ITEM 5. INTEREST IN SECURITIES OF UNITED HOME LIFE.
(a-e) As set forth in Item 3 hereof, SouthCap owns directly 44,352
shares of Common Stock, which represents 3.55% of the issued and outstanding
Common Stock of United Home Life. SouthCap has contractual rights to acquire
approximately 35,469 shares of Common Stock (which represents an additional
2.8%) from Theresa J. Hull pursuant to a Stock Purchase Agreement dated
December 19, 1996 (the "Stock Purchase Agreement"). The Stock Purchase
Agreement provides that SouthCap has the right to acquire all of the shares of
Common Stock to be received by Mrs. Hull upon distribution from a trust created
under the will of Mrs. Florence J. Schoettle (the "Trust"). SouthCap believes
that the number of shares of Common Stock held by the Trust is approximately
496,568, and Mrs. Hull is entitled to receive one-fourteenth of such shares of
Common Stock. In connection with the Stock Purchase Agreement, Mrs. Hull
delivered an irrevocable proxy to SouthCap to vote the shares of Common Stock
which she was entitled to receive upon distribution by the Trust.
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According to the terms of the Trust, the co-trustees of the Trust
retained all voting rights with respect to the shares of Common Stock held
thereby. Additionally, the Trust and the beneficiaries thereunder, along with
the Internal Revenue Service ("IRS") and BankOne, are parties to an escrow
agreement providing for certain payments to the IRS. The terms of the escrow
generally provide that the property subject thereto (in this case, the shares
of Common Stock in the Trust) were to be held until the entire indebtedness
owed to the IRS is satisfied. The Trust, according to its terms, provided that
all assets were to be distributed to the beneficiaries ten years after the
death of Mrs. Schoettle (which was believed to be January 27, 1997). After
January 27, 1997, and as a result of its rights under the Stock Purchase
Agreement and the related proxy, SouthCap delivered notice to BankOne and
United Home Life setting forth its position that it was entitled to vote the
shares of Common Stock held in the escrow until such time as they were
distributed. Neither BankOne nor the United Home Life responded to the notices
delivered by SouthCap. SouthCap, through its representatives, attempted to
communicate with BankOne, and received information that BankOne was continuing
to treat the Trust as the owner of the shares of common stock, subject to and
pending the direction of the co-trustees.
On February 25, 1997, Mr. Michael A. Schoettle, the Chairman of United
Home Life and a co-trustee under the Trust, was deposed in connection with and
prior to the proceedings before the Indiana Commissioner on the Form A
Statement. At such deposition, Mr. Schoettle testified that the voting power
for the shares of Common Stock (which were held in the Trust and are still
subject to the escrow) is held by the beneficiaries. Accordingly, SouthCap now
understands that it has the right to vote such shares of Common Stock, creating
this filing obligation under Section 13 of the Exchange Act.
SouthCap has sole voting and dispositive power with respect to the
44,352 shares of Common Stock directly owned by it. SouthCap has sole voting
and dispositive power with respect to Mrs. Hull's distributive share under the
Trust (believed to be approximately 35,469 shares of Common Stock) which
SouthCap is entitled to acquire pursuant to the Stock Purchase Agreement,
unless and until it elects to terminate its rights under the Stock Purchase
Agreement without consummating the purchase thereof.
To the best of SouthCap's knowledge, no executive officers or
directors own any interest in the securities of the United Home Life.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF UNITED HOME LIFE.
The terms of that certain Stock Purchase Agreement are described in
Item 5 hereof. Except as set forth herein, SouthCap has no contract,
arrangements, understandings or relationships with respect to any additional
shares of United Home Life.
To the best of SouthCap's knowledge, no executive officers or
directors have any contracts, arrangements, understandings or other
relationships with respect to any shares of United Home Life in their
individual capacities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(3) Stock Purchase Agreement between SouthCap Corporation and Theresa
J. Hull, dated December 19, 1996.
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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.
Date: March 5, 1997
SOUTHCAP CORPORATION
By: /s/ F.W. Lazenby
---------------------------------
F. W. Lazenby, Chairman, President,
and Chief Executive Officer
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Exhibit 3
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT dated as of December 19, 1996, is by
and between THERESA A. HULL, an individual resident of Indiana (the
"Shareholder"), and SOUTHCAP Corporation, a Tennessee corporation ("SOUTHCAP").
RECITALS:
SOUTHCAP is interested in purchasing shares of the common stock of
United Home Life Insurance Company, an Indiana insurance company (the
"Company"). Shareholder is presently the record holder of that number shares of
common stock of the Company set forth opposite the Shareholder's name on the
signature page hereof (the "Current Stock"). In addition, Shareholder is a
beneficiary under the trust created by the will of Florence J. Schoettle dated
January 30, 1986 (the "Trust"), which owns approximately 496,568 shares of
common stock of the Company. The terms of the Trust provide for its dissolution
on January 26, 1997, and at such time, all of the shares of common stock of the
Company which are held by the Trust are to be distributed equally to all
beneficiaries. Upon dissolution, Shareholder will receive a distribution of
approximately 35,469 shares of common stock of the Company (all of such shares
to be received shall be referred to as "Future Stock"). SOUTHCAP desires to
purchase all of the Current Stock and all of the Future Stock, and the
Shareholder is willing to sell all of such shares to SOUTHCAP, all on the terms
and conditions hereof.
NOW, THEREFORE, in consideration of the premises, the Shareholder
and SOUTHCAP hereby agree as follows:
1. PURCHASE AND SALE OF STOCK. Shareholder hereby agrees to sell to
SOUTHCAP, and SOUTHCAP agrees to purchase from Shareholder, the Current Stock
and the Future Stock, upon the dissolution of the Trust and the distribution of
the shares to the Shareholder, all on the terms and conditions set forth
herein.
2. PURCHASE PRICE. The purchase price to be paid for the Current
Stock and the Future Stock (the "Purchase Price") shall be $4.50 per share,
subject to increase as provided herein. The Purchase Price to be paid shall be
increased to the per share amount paid by SOUTHCAP in the event that SOUTHCAP
makes a general tender offer to all shareholders of the Company which results
in SOUTHCAP owning a majority of all outstanding shares of the Company and the
amount paid to those shareholders in the tender offer exceeds the sum of $4.50
per share.
3. CLOSING DATE. The closing with respect to the Current Stock
shall be as mutually agreed upon, and in no event after the closing with
respect to the Future Stock at the offices of Baker & Daniels, Indianapolis,
Indiana. The closing with respect to the Future Stock shall be ten (10) days
after receipt of those shares. In the event that the Future Stock has not been
distributed to Shareholder and delivered pursuant to the terms hereof on or
before June 1, 1997, SOUTHCAP may, upon notice to Shareholder, terminate its
obligations to purchase the Future Stock.
4. VOTING RIGHTS; COOPERATION. At the closing of the purchase of
the Current Stock, Shareholder shall execute and deliver to SOUTHCAP the proxy
in the form attached hereto as Exhibit A granting SOUTHCAP the right to
exercise all voting with respect to all shares of Future Stock (the "Future
Stock Proxy"). The proxy shall be irrevocable for so long as shares of Future
Stock are subject to purchase by SOUTHCAP pursuant to this Agreement. In
addition, Shareholder agrees to cooperate to provide information as reasonably
requested by SOUTHCAP with respect to Future Stock and the Trust.
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5. DELIVERIES AT CLOSING.
(a) SOUTHCAP has delivered to Shareholder the sum of $ -0- as a
deposit toward the purchase of the Current Stock and the Future Stock which
shall be applied toward the Purchase Price. At the closing(s), (i) SOUTHCAP
will deliver to Shareholder its company check in the amount of the Purchase
Price for the shares to be purchased at that closing, less the amount of the
deposit previously delivered, and (ii) the Shareholder shall deliver (A) the
stock certificate or certificates representing all shares of the Current Stock
and the Future Stock, as appropriate, said certificates being duly endorsed or
accompanied by an appropriate stock transfer power, duly executed, at
Shareholder's expense, or an appropriate stock transfer power duly executed at
Shareholder's expense, and (B) the Future Stock Proxy, duly executed by
Shareholder. In the event the Shareholder does not have the stock certificate
for the Current Stock in her possession at the time of closing, the Shareholder
shall execute and deliver an appropriate stock transfer power at the closing
and deliver the stock certificate to SOUTHCAP within three (3) days after
Shareholder receives the stock certificate.
(b) In the event of an increase in the per share consideration
as set forth herein, SOUTHCAP shall mail to Shareholder at the address set
forth on the signature page hereof the additional sum warranted no later than
ten (10) days after the purchase of shares in the tender offer.
6. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER. Shareholder owns
the entire record and beneficial interest in the Current Stock and the entire
beneficial interest in the Future Stock and has the complete and unrestricted
power and the unqualified right to sell, assign, transfer, and deliver the
Current Stock and Future Stock, and SOUTHCAP shall acquire at closing, good,
valid, and marketable title to all of the Current Stock and Future Stock free
and clear of any liabilities, obligations, claims, liens, options, charges,
encumbrances, and restrictions of any kind whatever. The Current Stock and the
Future Stock represents all of the shares of common stock of the Company owned,
directly or beneficially, by the Shareholder.
7. REPRESENTATIONS AND WARRANTIES OF SOUTHCAP. SOUTHCAP represents
and warrants to the Shareholder that it is a corporation duly incorporated,
validly existing, and in good standing under the laws of the State of Tennessee
and that the execution and delivery of this Agreement by SOUTHCAP together with
the performance of its obligations have been duly authorized by all necessary
corporate actions and authorizations. SOUTHCAP represents and warrants to the
Shareholder that this Agreement has been duly and validly executed and
delivered by SOUTHCAP and that this Agreement constitutes a legal, valid, and
binding obligation of SOUTHCAP enforceable in accordance with the terms.
SOUTHCAP acknowledges that it is relying solely upon information which it has
obtained respecting the Company, and that it is not relying upon any
information provided by the Shareholder relating to the Company except as set
forth herein.
8. CONDITIONS TO OBLIGATIONS OF SOUTHCAP. SOUTHCAP's obligation to
purchase the Current Stock and the Future Stock are conditioned only upon the
receipt of any required consent or approval by the Indiana Department of
Insurance affecting acquisition of greater than 10% of the outstanding
securities of an Indiana insurer without prior approval. SOUTHCAP represents
that it will take all steps reasonably necessary to apply for such approval, if
required.
9. MISCELLANEOUS.
a. ENTIRE AGREEMENT; AMENDMENTS. This Agreement contains
the entire understanding of the parties with respect to its subject
matter. This Agreement may be amended only by a written instrument
duly executed by all parties or their respective heirs, successors,
assigns or legal personal representatives. Any condition to a
party's obligations hereunder may be waived by such party in
writing.
b. CAPTIONS AND HEADINGS. The section and paragraph
headings contained in this
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Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretations of this Agreement.
c. GOVERNING LAW. This Agreement shall be governed by
and construed in accordance with the laws of the State of Indiana.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the date first written above.
SOUTHCAP CORPORATION
By: /s/ John P. Hatter, Jr.
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John P. Hatter, Jr., its Attorney-in-Fact
SHAREHOLDER:
Number of Shares /s/ Theresa A. Hull
Owned: 932 ---------------------------------------------
Name: Theresa A. Hull
Mailing Address:
2730 Shelby Street
Indianapolis, IN 46203
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IRREVOCABLE PROXY
The undersigned shareholder of United Home Life Insurance
Company ("United") hereby constitutes and appoints F. W. Lazenby and Fred G.
Frick, or either of them, her agent, attorney and proxy, with full power of
substitution, to vote in her name, place and stead, all of the shares of voting
stock of United that she now or hereafter owns or is entitled to vote on any
and all proposals or matters submitted to the shareholders of United.
This Proxy is coupled with an interest under a Stock Purchase
Agreement dated December 19, 1996 between Theresa Hull and SouthCap Corporation
and shall be irrevocable. Theresa Hull shall have no right to vote her shares
of voting stock of United nor to revoke this Proxy.
/s/ Theresa A. Hull
-----------------------------------
Theresa Hull
Dated: December 19, 1996
STATE OF INDIANA )
)SS:
COUNTY OF MARION )
Before me, a Notary Public, in and for the State of Indiana,
personally appeared Theresa Hull, who having been first duly sworn,
acknowledged the execution of the foregoing Irrevocable Proxy, and stated that
any representations contained therein are true.
WITNESS my hand and Notarial Seal this 19th day of December,
1996.
/s/ Sarah Jane Oglesby
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My Commission Expires: Sarah Jane Oglesby
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Printed
8/6/96
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I am a resident of:
Marion County, Indiana
