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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8 - A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
StanCorp Financial Group, Inc.
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(Exact name of registrant as specified in its charter)
Oregon 93-1253576
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1100 S.W. Sixth Avenue, Portland, Oregon 97204
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(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. [_]
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. [_]
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [_]
Securities Act registration statement file number to which this Form relates:
333-72521 (if applicable).
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 registered
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Series A Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities
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to be Registered
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Series A Preferred Share Purchase Rights
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The Board of Directors of StanCorp Financial Group, Inc. (the
"Company"), intends to adopt a Shareholder Rights Plan under which the Board of
Directors of the Company will declare a dividend of one Series A Preferred Share
Purchase Right (a "Right") for each outstanding share of common stock issued to
shareholders of record between the close of business immediately prior to the
date of the initial public offering of the Company's common stock and the
Distribution Date (as defined below). Each Right will entitle the registered
holder to purchase from the Company one one-hundreth of a share of Series A
Preferred Shares at a purchase price, subject to adjustment, to be determined by
the Board of Directors or a committee thereof. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between the
Company and ChaseMellon Shareholder Services, Inc. as Rights Agent.
Initially, the Rights will be attached to the certificates representing
outstanding shares of common stock, and no separate Rights certificates will be
distributed. The Rights will separate from the common stock at the Distribution
Date, which is defined to occur upon the earlier of (i) the close of business on
the tenth day after a public announcement that a person or group of affiliated
or associated persons has acquired, or obtained the right to acquire from
shareholders, beneficial ownership of 15% or more of the outstanding common
stock (an "Acquiring Person"), or (ii) the close of business on the tenth day
after the commencement of a tender offer or exchange offer that would result in
a person or group becoming an Acquiring Person, as such periods may be extended
pursuant to the Rights Agreement.
Until the Distribution Date, (i) the Rights will be evidenced by and
will be transferred with and only with such common stock certificates, (ii) new
common stock certificates issued after the effective date will contain a legend
incorporating the Rights Agreement by reference, and (iii) the surrender for
transfer of any certificate for common stock will also constitute the transfer
of the Rights associated with the common stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on the tenth anniversary of its adoption, unless
earlier redeemed by the Company as described below.
As soon as practicable after the Distribution Date, Rights certificates
will be mailed to holders of record of the common stock as of the close of
business of the Distribution Date, and thereafter the separate Rights
certificates alone will represent the Rights. Except as otherwise determined
by the Board of Directors, only common stock issued prior to the time the Rights
become exercisable or issued upon exercise of conversion of rights, warrants,
options or convertible securities issued prior to the time the Rights become
exercisable will be issued with Rights.
In the event that any person becomes an Acquiring Person, each holder of
a Right shall thereafter have the right to receive, upon exercise, in lieu of
Series A Preferred Shares, common stock (or, in certain circumstances, cash,
property or other securities of the Company) having a value equal to two times
the exercise price of the Right. However, Rights are not exercisable as
described in this paragraph until such time as the Rights are no longer
redeemable by the Company as set forth below. Notwithstanding any of the
foregoing, if any person becomes an Acquiring Person all Rights that are or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by an Acquiring Person will become null and void.
In the event that, at any time following the Distribution Date, (i) the
Company is acquired in a merger or other business combination transaction in
which StanCorp is not the surviving corporation or in which shares of common
stock are exchanged for stock or other securities or property, or (ii) 50% or
more of the Company's assets or earning power is sold or transferred, each
holder of a Right (except Rights which previously have been voided as set forth
above) shall thereafter have the right to receive, upon exercise, common stock
of the acquiring company having a value equal to two times the exercise price of
the Right.
The purchase price payable, the number of one one-hundredths of a share
of Series A Preferred Shares or other securities or property issuable upon
exercise of the Right and the number of Rights outstanding, are subject to
adjustment from time to time to prevent dilution, (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Series A
Preferred Shares or the common stock, (ii) if holders of the Series A Preferred
Shares are granted certain rights or warrants to subscribe for Series A
Preferred Shares or convertible securities at less than the current market price
of the Series A Preferred Shares, (iii) if holders of common stock are granted
certain rights or warrants to subscribe for common stock or convertible
securities at less than the current market price of the common stock or (iv)
upon the distribution to holders of Series A Preferred Shares or common stock of
evidences of indebtedness or assets (excluding regular quarterly cash dividends)
or of subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the purchase price or the
number of shares of Series A Preferred Shares issuable upon exercise of a Right
will be required until cumulative adjustments would require an increase or
decrease of at least 1 percent in the purchase price or number of shares for
which a Right is exercisable. No fractional shares of Series A Preferred Shares
will be issued (other than fractions which are integral multiples of one
one-hundredth of a share of Series A Preferred Shares) and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Series A
Preferred Shares on the last trading date prior to the date of exercise.
At any time until the earlier of (i) 10 days (or longer if extended
pursuant to the terms of the Rights Agreement) after a person becomes an
Acquiring Person and (ii) the termination of the Rights Agreement, the Company
may redeem the Rights in whole, but not in part, at a price of $.001 per Right
(payable in cash, common stock or other consideration), appropriately adjusted
to reflect any stock split, stock dividend or similar transaction occurring
after the date hereof. Immediately upon the action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the $.001 redemption price.
At any time after a public announcement that a person has become an
Acquiring Person, the Board of Directors of the Company, may exchange the Rights
(other than Rights owned by such person or group which become void), in whole or
in part, at an exchange ratio of one share of common stock, or one one-hundredth
of a share of Series A Preferred Shares (or of a share of a class or series of
the Company's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment). Immediately upon the action or
the Board of Directors ordering the exchange of any Rights, the right to
exercise such Rights will terminate and the only right of the holders of such
Rights will be to exchange such Rights for the amount of securities determined
in accordance with the exchange ratio.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights will
not be taxable to shareholders or to the Company, shareholders may, depending
upon the circumstances, recognize taxable income in the event that the Rights
become exercisable for common stock (or other consideration) of the Company or
for common stock of the acquiring company as set forth above.
The Series A Preferred Shares will be nonredeemable. The Series A
Preferred Shares may rank on a lower priority in the respect of the preference
as to dividends and the distribution of assests with other classes or series of
the Company's Preferred Shares. Each share of Series A Preferred Shares will be
entitled to an aggregate of 100 times the cash and noncash (payable in kind)
dividends and distribution (other than dividends and distributions payable in
common stock) declared on the common stock. In the event of liquidation, the
holders of Series A Preferred Shares will be entitled to receive a liquidation
payment in an amount equal to declared and unpaid dividends and distributions
thereon. In the event of any merger, consolidation or other transaction in
which common stock is exchanged, each share of Series A Preferred Shares will be
entitled to receive 100 times the amount received per share of common stock.
The dividend and liquidation rights of the Series A Preferred Shares are
protected by antidilution provisions. Each share of Series A Preferred Shares
will be entitled to 100 votes (subject to certain adjustments) on all matters
submitted to the shareholders.
The Shareholder Rights Plan is designed to protect shareholders of the
Company in the event of unsolicited offers to acquire the Company and other
coercive takeover tactics which, in the opinion of the Board of Directors of the
Company, could impair its ability to represent shareholder interests. The
provisions of the Shareholder Rights Plan may render an unsolicited takeover of
the Company more difficult or less likely to occur or might prevent such a
takeover, even though such takeover may offer the Company's shareholders the
opportunity to sell their stock at a price above the prevailing market rate and
may be favored by a majority of the shareholders of the Company.
Although the material provisions of the Rights Agreement have been
accurately summarized, the statements above concerning the Rights Agreement are
not necessarily complete, and in each instance reference is made to the Rights
Agreement itself, a copy of which has been filed as an exhibit to this
Registration Statement and which is hereby incorporated here by reference. Each
statement is qualified in its entirety by such reference.
Upon the determination of the purchase price of the Rights and the
Record Date, the Company will amend this Form 8-A to include such information.
Item 2. Exhibits
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1. Form of Shareholder Rights Agreement, between StanCorp Financial
Group, Inc. and ChaseMellon Shareholder Services, Inc., as filed as
an Exhibit to the Registration Statement on Form S-1, filed initially
on February 17, 1999, as amended (file No. 333-72521), is
incorporated herein by reference. The Rights Agreement includes the
Form of Rights Certificate as Exhibit B and the Summary of Rights to
purchase Preferred Shares as Exhibit C.
2. All exhibits required by Instruction II to Item 2 will be supplied to
the New York Exchange, Inc.
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SIGNATURES
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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.
Dated: April 8, 1999
STANCORP FINANCIAL GROUP, INC.
By: /s/ Eric E. Parsons
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Name: Eric E. Parsons
Title: Senior Vice President and Chief Financial Officer
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