<PAGE>
As filed with the Securities and Exchange Commission on March 22, 1999
Registration No. 333-72521.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Amendment No. 3
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
STANCORP FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Oregon 6719 93-1253576
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
1100 S.W. Sixth Avenue
Portland, Oregon 97204
(503) 321-7000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
J. Gregory Ness
Vice President and Secretary
StanCorp Financial Group, Inc.
1100 S.W. Sixth Avenue
Portland, Oregon 97204
(503) 321-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
With copies to:
James C. Scoville, Esq. Jeffrey C. Carey, Esq. Andrew S. Rowen, Esq.
Debevoise & Plimpton Vice President and John L. Savva, Esq.
875 Third Avenue Associate Counsel Sullivan & Cromwell
New York, New York 10022 Standard Insurance 1888 Century Park East
(212) 909-6000 Company Los Angeles, California
1100 S.W. Sixth Avenue 90067
Portland, Oregon 97204 (310) 712-6600
(503) 321-7000
---------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
number for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
---------------
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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- -------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this preliminary prospectus is not complete and may be +
+changed. These securities may not be sold until the registration statement +
+filed with the Securities and Exchange Commission is effective. This +
+preliminary prospectus is not an offer to sell nor does it seek an offer to +
+buy these securities in any jurisdiction where the offer or sale is not +
+permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion. Dated March 19, 1999.
[LOGO] StanCorp Financial Group, Inc.
13,920,000 Shares
StanCorp Financial Group, Inc.
Common Stock
-----------------
This is an initial public offering of shares of common stock of StanCorp
Financial Group, Inc. The offering is being made in connection with the
reorganization of Standard Insurance Company from a mutual life insurance
company owned by its policyholders to a stock life insurance company that will
be a wholly owned subsidiary of StanCorp Financial Group, Inc. in a process
known as a demutualization. This prospectus relates to an offering of
11,920,000 shares in the United States. In addition, 2,000,000 shares are being
offered outside the United States in an international offering.
The underwriters intend to make available 1,250,000 of the shares in the
offering for sale at the initial public offering price to policyholders of
Standard Insurance Company who meet eligibility requirements set forth in
Standard's plan of reorganization.
In addition to these offered shares, an estimated 18,708,725 shares of common
stock of StanCorp Financial Group, Inc. will be issued to policyholders of
Standard Insurance Company as part of the demutualization in exchange for the
rights and interests they currently own as members of Standard Insurance
Company.
Prior to this offering, there has been no public market for the common stock.
It is currently estimated that the initial public offering price per share will
be between $21.00 and $25.00. The common stock has been approved for listing on
the New York Stock Exchange, subject to official notice of issuance, under the
symbol "SFG".
See "Risk Factors" beginning on page 12 to read about certain factors you
should consider before buying shares of the common stock.
-----------------
Neither the Securities and Exchange Commission nor any other regulatory body
has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
-----------------
<TABLE>
<CAPTION>
Per
Share Total
----- -----
<S> <C> <C>
Initial public offering price...................................... $ $
Underwriting discount.............................................. $ $
Proceeds, before expenses, to StanCorp Financial Group, Inc........ $ $
</TABLE>
The U.S. underwriters may, under certain circumstances, purchase up to an
additional 1,788,000 shares from StanCorp Financial Group, Inc. at the initial
public offering price less the underwriting discount. The international
underwriters may similarly purchase up to an aggregate of an additional 300,000
shares.
-----------------
The underwriters expect to deliver the shares against payment in New York,
New York, on , 1999.
Goldman, Sachs & Co.
Donaldson, Lufkin & Jenrette
Morgan Stanley Dean Witter
-----------------
Prospectus dated , 1999.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary....................................................... 3
Risk Factors............................................................. 12
Use of Proceeds.......................................................... 25
Market for Common Stock.................................................. 25
Dividend Policy.......................................................... 26
Capitalization........................................................... 27
Selected Consolidated Financial and Operating Data....................... 28
Unaudited Pro Forma Condensed Consolidated Financial Information......... 30
Management's Discussion and Analysis Of Financial Condition and Results
of Operations........................................................... 37
The Demutualization...................................................... 54
Business................................................................. 62
Management............................................................... 98
Management Compensation.................................................. 103
Ownership of Common Stock................................................ 111
Common Stock Eligible for Future Sale.................................... 112
Restrictions on Acquisitions of Common Stock............................. 113
Description of Capital Stock............................................. 119
Validity of Common Stock................................................. 120
Experts.................................................................. 120
Additional Information................................................... 120
Glossary................................................................. G-1
Index to Financial Statements............................................ F-1
Underwriting............................................................. U-1
Annex A--Opinion of Daniel J. McCarty.................................... A-1
</TABLE>
----------------
As the owner of Standard Insurance Company, StanCorp Financial Group, Inc.
will be subject to special rules that apply to the acquisition of shares of its
common stock. These rules, among other things, prohibit a person or group of
persons acting together from acquiring more than 5% of the shares of the common
stock of StanCorp Financial Group, Inc. or any of its subsidiaries (including
Standard Insurance Company) for a period of five years without the approval of
the Director of the Department of Consumer and Business Services of the State
of Oregon. Other laws restrict persons from acquiring control of StanCorp
Financial Group, Inc. A person or group of persons acting together would
generally be presumed to have acquired control of StanCorp Financial Group,
Inc. upon their acquisition of 10% or more of its voting securities. See
"Restrictions on Acquisitions of Common Stock".
----------------
Certain statements contained in this prospectus, including those containing
the words "believes", "expects", "intends", "estimates", "assumes" and
"anticipates", are forward-looking. Actual results may differ materially from
those suggested by the forward-looking statements for various reasons,
including those discussed under "Risk Factors".
2
<PAGE>
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus.
As a result, it does not contain all of the information that you should
consider before investing in the common stock. You should read the entire
prospectus carefully, including the "Risk Factors" section and the financial
statements and the notes to those statements. All financial data and ratios
presented herein have been prepared using generally accepted accounting
principles unless otherwise indicated.
General
Standard is a leading provider of group life and disability insurance
products, serving nearly 29,000 employer groups representing more than four
million employees. We also provide products to fund retirement plans and other
insurance products to employers and groups as well as life insurance,
disability insurance and retirement products to individuals.
We are conducting this offering in connection with the reorganization of
Standard Insurance Company from a mutual life insurance company owned by its
policyholders to a stock life insurance company that will be a wholly owned
subsidiary of StanCorp Financial Group, Inc. This process is commonly known as
a demutualization. We are undergoing the demutualization to gain access to
capital sources currently unavailable to Standard Insurance Company as a mutual
life insurance company. This will allow us to pursue growth opportunities in
underpenetrated and growing markets. We anticipate growth both through internal
expansion, particularly in our Group Insurance and Retirement Plans segments
and through our commercial mortgage lending operations, and through external
expansion by pursuing acquisitions as opportunities arise.
We divide our business into the following three segments:
Group Insurance Segment. The Group Insurance segment sells group long term
disability and group short term disability insurance, group life insurance,
group accidental death and dismemberment insurance and group dental insurance.
We have over 100 group insurance sales representatives in 29 offices throughout
the nation and relationships with approximately 13,000 brokers nationwide.
According to Employee Benefit Plan Review, based upon the number of group
policies sold in 1997, we ranked third in sales of long term disability
insurance, fifth in sales of short term disability insurance and eighth in
sales of group life insurance in the United States. Additionally, based on 1997
total in force premiums, Standard has a 7.6% market share in long term
disability insurance. This segment accounted for $933.1 million or 75.7% of our
total revenues of $1.2 billion in 1998.
Retirement Plans Segment. The Retirement Plans segment sells full-service
401(k) and other pension plan products and services to employers. We market
Retirement Plans products and services primarily to employers with 50 to 500
employees, through brokers, agents, employee benefit consultants and other
distributors served by our seven regional Retirement Plans sales offices.
Assets managed by the Retirement Plans segment grew from $736.8 million at
December 31, 1994 to $1.3 billion at December 31, 1998, a compound annual
growth rate of 15.0%. This segment accounted for $69.1 million or 5.6% of our
total revenues in 1998.
Individual Insurance Segment. The Individual Insurance segment sells life
insurance, disability insurance and annuities to individuals. Individual
Insurance products are distributed by approximately 1,250 licensed agents and
brokers in the Western and Central regions of the nation. This segment
accounted for $222.7 million or 18.1% of our total revenues in 1998.
3
<PAGE>
At December 31, 1998, we had total general account invested assets of $4.2
billion, consisting of $2.2 billion in investment securities, $1.7 billion in
mortgage loans and $275.2 million in other investments. Relative to other life
insurance companies, we have historically maintained a larger portion of our
invested assets in mortgage loans, in part, due to the long-term nature of our
liabilities. The delinquency and loss performance of our mortgage loan
portfolio, however, have consistently outperformed the life insurance industry
averages as reported by the American Council of Life Insurance. At December 31,
1998, loans that were either delinquent or in process of foreclosure totaled
0.10% of our mortgage loan portfolio, compared to the industry average of
0.56%.
We have recently commenced operations in two complementary financial service
businesses, a mortgage lending subsidiary and a real estate management firm.
The most significant of these is Standard Mortgage Investors, LLC, which
originates mortgage loans for our investment portfolio and generates fee income
from the origination and servicing of mortgage loans sold to institutional
investors. Standard Mortgage Investors commenced operations in 1996, and at
December 31, 1998 serviced $1.7 billion of loans for us and $239.9 million of
loans for other banks and life insurance companies.
Our principal executive offices are located at 1100 S.W. Sixth Avenue,
Portland, Oregon 97204, (503) 321-7000.
The Demutualization
In converting Standard Insurance Company to a stock life insurance company,
the rights and interests of policyholders as members of Standard Insurance
Company, including any rights to vote and any rights in the event of a
liquidation or reorganization of Standard Insurance Company, will be
extinguished. Members of Standard Insurance Company who are eligible to vote on
and receive consideration under the plan of reorganization will receive shares
of common stock of StanCorp Financial Group, Inc. or, in some cases, cash or an
adjustment to their policy values, known as policy credits. The plan requires
cash to be paid to a small number of eligible members where distribution of
common stock is impractical or unduly burdensome. In addition to these
mandatory cash payments, Standard Insurance Company may make cash payments to:
. local, state and federal governmental authorities and agencies,
unless these public eligible members indicate to Standard Insurance
Company that they prefer to receive common stock; and
. all other eligible members that are allocated an "odd-lot" of 99
shares or less of common stock, if and only if these odd-lot eligible
members have indicated to Standard Insurance Company that they prefer
to receive cash instead of common stock.
The plan allows the Board of Directors of Standard Insurance Company to reduce
the cash payments to public eligible members or odd-lot eligible members if the
cash proceeds received from the offering are insufficient to pay cash
consideration to all such members or for any other reason.
We will contribute net proceeds from the offering to Standard Insurance
Company to fund these cash payments and policy credits. Standard Insurance
Company's conversion to a stock life insurance company will become effective
upon completion of this offering. Both the eligible members and the Director of
the Department of Consumer and Business Services of the State of Oregon have
approved the plan of reorganization. Before becoming effective, we must receive
certain opinions from our special tax counsel and satisfy certain conditions
set forth in the Director's order approving the plan. We expect these
conditions will be satisfied by the closing of the offering.
4
<PAGE>
The plan of reorganization requires that we establish and operate an
accounting mechanism known as a closed block to give reasonable assurance to
holders of certain individual policies that, following the effective date of
the demutualization, assets will be available to maintain dividend scales in
effect for 1998 if the experience underlying such scales, including the
portfolio interest rate, continues. We will allocate assets to the closed block
in an amount expected to produce cash flows that will be sufficient to support
the policies included in the closed block.
In connection with the demutualization, Standard Insurance Company will
distribute its real estate management and mortgage lending subsidiaries and
other non-insurance subsidiaries to StanCorp Financial Group, Inc. We are
making this distribution to separate our non-insurance businesses from our
insurance businesses, which will permit our non-insurance subsidiaries to
pursue growth strategies free of the restrictions that they are currently
subject to as subsidiaries of an insurance company. In connection with this
distribution, we will contribute to Standard Insurance Company, out of proceeds
from the offering, an amount equal to the statutory book value of the non-
insurance subsidiaries, as shown on the audited financial statements of
Standard Insurance Company for the fiscal year immediately preceding this
distribution. At December 31, 1998, the statutory book value of the non-
insurance subsidiaries was $9.0 million.
The demutualization will be accounted for using the historical carrying
values of our assets and liabilities. See "The Demutualization" and "Unaudited
Pro Forma Condensed Consolidated Financial Information" for a general
discussion of the demutualization and a more detailed discussion of the amount
and composition of the assets and liabilities included in, and the accounting
for, the closed block, and the effect of the closed block on results of
operations of Standard after the effective date of the plan of reorganization.
In the opinion of our special tax counsel, we will not recognize any gain or
loss for Federal income tax purposes as a result of the conversion of Standard
Insurance Company from a mutual life insurance company to a stock life
insurance company or the distribution of common stock, cash or policy credits
to eligible members in exchange for the rights and interests they currently own
as members of Standard Insurance Company according to the plan. See "The
Demutualization--Federal Income Tax Consequences".
Strategy
Upon completion of the offering and Standard Insurance Company's
reorganization to a stock life insurance company, we plan to pursue additional
expansion in the under-penetrated and growing group insurance markets, grow our
complementary retirement plans business and capitalize on our demonstrated
expertise in commercial mortgage lending. We believe our Individual Insurance
segment will continue to provide stability and diversification of earnings.
Group Insurance Segment. In our Group Insurance segment, our strategy is to
grow by participating in the expansion of the market for our products and
services as well as by increasing our share of that market. Since 1991, the
Group Insurance segment has pursued geographic expansion by opening new sales
offices in the Central and Eastern regions of the nation. We intend to pursue
additional sales growth in the Central and Eastern regions by opening
additional sales offices and adding sales representatives to our existing
offices in these regions.
Retirement Plans Segment. We believe that meaningful growth opportunities
exist for our Retirement Plans segment, where our target client base of small-
to medium-sized businesses is experiencing strong growth. We also plan to
pursue cross-selling opportunities between our group
5
<PAGE>
insurance business and our newer retirement plans business and open new
Retirement Plans offices in cities currently served by our Group Insurance
segment.
Individual Insurance Segment. We believe that the market for the fixed life
and annuity products offered by our Individual Insurance segment has matured
and provides limited growth opportunities. However, we believe there may be
greater opportunities in certain other product lines, including individual
disability income insurance and variable insurance products, and intend to
pursue opportunities in these areas in the future.
In addition, we intend to use the expertise of our subsidiary, Standard
Mortgage Investors, LLC, in order to grow our commercial mortgage lending
operations by originating and servicing mortgage loans for other institutional
investors.
---------------
The following charts set forth the general organization of Standard as it
currently exists and as it is expected to exist on and after the
demutualization.
Before the demutualization:
[Standard Insurance Company]
|
---------------------------------------------------
| |
[StanCorp Financial Group, Inc.] [Non-Insurance Subsidiaries]
On and after the demutualization:
[StanCorp Financial Group, Inc.]
|
---------------------------------------------------
| |
[Standard Insurance Company] [Non-Insurance Subsidiaries]
"Standard Insurance Company" refers to Standard Insurance Company, excluding its
non-insurance subsidiaries.
6
<PAGE>
The Offering
Common stock offered........ 13,920,000 shares. This number includes the
11,920,000 shares to be offered in the United
States and the 2,000,000 shares to be offered
outside the United States in a concurrent
international offering. The 11,920,000 shares to
be offered in the United States includes the
1,250,000 shares for sale to policyholders of
Standard Insurance Company who meet the
eligibility requirements set forth in Standard's
plan of reorganization. The 13,920,000 shares
does not include 2,088,000 shares issuable upon
exercise of the underwriters' option to purchase
additional shares as described under
"Underwriting".
Shares to be outstanding
after the offering......... 32,628,725 shares. This number does not include
the 2,088,000 shares issuable upon exercise of
the underwriters' option to purchase additional
shares as described under "Underwriting" or an
estimated 4,735,836 shares to be reserved for
issuance under StanCorp's benefit plans.
New York Stock Exchange
symbol................ SFG
Use of proceeds............. We estimate that we will receive net proceeds
from the offering of $299.1 million, or $344.2
million if the underwriters' option to purchase
additional shares as described under
"Underwriting" is exercised in full, assuming an
initial public offering price of $23.00 per
share, which is the midpoint of the range stated
on the cover page of this prospectus. We expect
to contribute $268.7 million of the net proceeds
to Standard Insurance Company to fund the cash
payments and policy credits to eligible members
under Standard Insurance Company's plan of
reorganization and to make the contribution
required under the plan in connection with the
distribution of Standard Insurance Company's non-
insurance subsidiaries. We will retain or
contribute to our subsidiaries the remaining net
proceeds from the offering for general corporate
purposes.
Dividend policy............. We intend to declare quarterly dividends on the
common stock and expect that the first quarterly
dividend payment will be $0.06 per share, with
the initial dividend to be declared in the third
quarter of 1999. The declaration and payment of
dividends in the future is subject to the
discretion of our Board of Directors and will
depend on our financial condition, results of
operations, cash requirements, future prospects,
regulatory restrictions on the payment of
dividends by Standard Insurance Company and other
factors deemed relevant by our Board of
Directors.
The information in the table above is based on assumptions we have made as
to the number of shares of common stock and the amount of cash and policy
credits that will be distributed to eligible members in Standard Insurance
Company's demutualization. These assumptions are described in "Summary
Unaudited Pro Forma Supplementary Financial Information".
7
<PAGE>
Summary Consolidated Financial and Operating Data
The following summary income statement data for each of the three years
ended December 31, 1998 and balance sheet data at December 31, 1998 and 1997
are derived from our audited consolidated financial statements and the notes
thereto included in this prospectus. The following summary income statement for
the year ended December 31, 1995 and summary balance sheet data at December 31,
1996 and 1995 are derived from our audited consolidated financial statements
not included herein. The following summary income statement data and balance
sheet data at and for the year ended December 31, 1994 are derived from
unaudited financial statements. In the opinion of management, the unaudited
data have been prepared on the same basis as the audited consolidated financial
statements and include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation. The following summary income
statement and balance sheet data have been prepared in accordance with
generally accepted accounting principles. The statutory data have been derived
from Standard Insurance Company's Annual Statements filed with insurance
regulatory authorities and have been prepared in accordance with statutory
accounting practices. This summary financial and operating data should be read
in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations", our consolidated financial statements,
the notes thereto and the other financial information included in this
prospectus.
<TABLE>
<CAPTION>
At or for the Year Ended December 31,
------------------------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
(Dollars in millions)
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Revenues:
Premiums.................... $ 890.9 $ 825.2 $ 745.2 $ 672.9 $ 654.2
Net investment income....... 323.1 303.2 285.2 273.5 252.8
Net realized investment
gains...................... 11.6 11.8 15.3 8.0 7.5
Other....................... 6.9 6.1 4.4 5.4 3.9
-------- -------- -------- -------- --------
Total revenues.............. 1,232.5 1,146.3 1,050.1 959.8 918.4
-------- -------- -------- -------- --------
Benefits and expenses:
Policyholder benefits (1)... 877.0 832.3 782.3 690.4 678.9
Operating expenses (2)...... 246.9 218.7 192.2 174.8 164.4
-------- -------- -------- -------- --------
Total benefits and
expenses................... 1,123.9 1,051.0 974.5 865.2 843.3
-------- -------- -------- -------- --------
Income before Federal income
taxes and extraordinary
item........................ 108.6 95.3 75.6 94.6 75.1
Federal income taxes......... 33.0 31.5 28.6 25.5 41.1
-------- -------- -------- -------- --------
Income before extraordinary
item........................ 75.6 63.8 47.0 69.1 34.0
Extraordinary item (3)....... 6.1 -- -- -- --
-------- -------- -------- -------- --------
Net income................... $ 69.5 $ 63.8 $ 47.0 $ 69.1 $ 34.0
======== ======== ======== ======== ========
Balance Sheet Data:
General account assets....... $4,610.4 $4,243.1 $3,967.8 $3,771.9 $3,374.8
Separate account assets...... 668.5 483.3 322.8 195.6 105.2
Total assets................. 5,278.9 4,726.4 4,290.6 3,967.5 3,480.0
Total liabilities............ 4,439.6 3,994.4 3,643.1 3,340.4 2,997.0
Total equity................. 839.3 732.0 647.5 627.1 483.0
Statutory Data:
Premiums and deposits........ $1,127.4 $1,050.3 $ 946.2 $ 869.1 $ 816.9
Net gain from operations..... 93.9 38.7 10.1 56.7 7.7
Policyholder surplus and
AVR......................... 432.8 341.1 302.9 287.6 227.5
Net investment yield......... 8.11% 8.27% 8.37% 8.54% 8.45%
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
At or for the Year Ended December 31,
----------------------------------------------------------------
1998 1997 1996 1995 1994
------------ ------------ ------------ ------------ ------------
(Dollars in millions)
<S> <C> <C> <C> <C> <C>
Operating Data:
Group Insurance Segment:
Premiums............... $ 784.5 $ 717.1 $ 629.4 $ 557.7 $ 544.9
Life insurance in
force................. 81,039.7 74,798.3 67,418.8 60,643.2 59,245.7
Number of employer
groups................ 28,787.0 27,483.0 25,195.0 22,738.0 21,374.0
Number of insureds..... 4,040,229.0 3,912,808.0 3,510,424.0 3,315,647.0 3,267,258.0
Retirement Plans
Segment:
Assets under
management:
General account........ $ 631.3 $ 637.7 $ 649.0 $ 668.7 $ 631.6
Separate account....... 668.5 483.3 322.8 195.6 105.2
------------ ------------ ------------ ------------ ------------
Total................. $ 1,299.8 $ 1,121.0 $ 971.8 $ 864.3 $ 736.8
============ ============ ============ ============ ============
Individual Insurance
Segment:
Total revenues......... $ 222.7 $ 222.2 $ 228.3 $ 223.0 $ 213.4
Life insurance in
force................. 7,952.0 7,732.9 7,638.4 7,627.1 7,191.3
Managed annuity
assets................ 698.1 704.7 692.5 683.8 642.6
</TABLE>
- --------
(1) Includes policyholder benefits, policyholder dividends and interest paid on
policyholder funds.
(2) Includes operating expenses, state and local taxes, commissions and the net
increase in deferred policy acquisition costs.
(3) Represents costs relating to the demutualization.
9
<PAGE>
Summary Unaudited Pro Forma Supplementary Financial Information
The following summary unaudited pro forma supplementary financial
information is derived from the unaudited pro forma condensed financial
information and the notes thereto included in this prospectus. This information
gives effect to the establishment of the closed block, the demutualization, and
the offering as if they each had occurred as of December 31, 1998 for purposes
of the unaudited balance sheet information and as of January 1, 1998 for
purposes of the unaudited income statement information. This information has
been prepared based on the terms of the plan of reorganization and the
assumptions described in "Unaudited Pro Forma Condensed Consolidated Financial
Information". This information assumes, among other things, (a) a total of
18,708,725 shares of common stock is allocated to eligible members under the
plan of reorganization and (b) the underwriters' option to purchase additional
shares is not exercised. This information is provided for informational
purposes only and is not necessarily indicative of our consolidated financial
position or results of operations had the establishment of the closed block,
the demutualization and the offering been consummated on the dates assumed. It
also does not project or forecast our consolidated financial position or
results of operations for any future date or period.
The data set forth below gives effect to gross proceeds of $320.2 million
from the issuance of common stock in the offering less an assumed underwriting
discount and estimated offering expenses aggregating $21.1 million, or net
proceeds from the offering of $299.1 million, in each case assuming an initial
public offering price of $23.00 per share, which is the midpoint of the range
stated on the cover page of this prospectus.
Under the plan of reorganization, eligible members will receive shares of
common stock allocated to them in the demutualization, except for certain
eligible members who will receive cash or policy credits. The information set
forth in the table below assumes that:
. approximately $71.6 million will be used to fund adjustments to
policy values, known as policy credits, in lieu of 3,112,463
allocated shares;
. approximately $2.0 million will be used to fund mandatory cash
payments to certain eligible members under the plan of reorganization
where distribution of common stock is impractical or unduly
burdensome in lieu of 85,033 allocated shares;
. approximately $176.6 million will be used to fund other cash payments
to public eligible members consisting of local, state and federal
governmental authorities and agencies in lieu of 7,679,774 allocated
shares; and
. approximately $9.5 million will be used to fund other cash payments
to odd-lot eligible members holding 99 shares or less of common stock
in lieu of 411,495 allocated shares.
This information reflects the cash elections made by public eligible members
and odd-lot eligible members to receive common stock or cash in the
demutualization. The Board of Directors of Standard Insurance Company, on or
prior to the completion of the offering, may reduce the cash payments to public
eligible members or odd-lot eligible members in the event that cash available
is insufficient to pay cash consideration to all such public eligible members
or odd-lot eligible members or for any other reason. See "The Demutualization--
Payment of Consideration to Eligible Members".
If cash payments to public eligible members or odd-lot eligible members are
different from those assumed in this prospectus, there would be an offsetting
change in the number of shares issued in the offering and the amount of
proceeds received in the offering. Accordingly, the net effect of any such
change will not be material to us.
10
<PAGE>
<TABLE>
<S> <C>
Share Data:
Shares allocated to eligible members............................ 29,997,490
Less shares allocated to eligible members who receive cash or
policy credits................................................. 11,288,765
----------
Shares issued to eligible members............................... 18,708,725
----------
Shares issued in the offering:
Shares offered in the United States............................ 11,920,000(1)
Shares offered outside the United States....................... 2,000,000
----------
Total shares offered............................................ 13,920,000(2)
----------
Total shares of common stock outstanding........................ 32,628,725
==========
Percentage Ownership:
Eligible members................................................ 57.34%
Purchasers in the offering...................................... 42.66%
<CAPTION>
(Dollars
in
millions,
except per
share
amounts)
<S> <C>
At or for the Year Ended December 31, 1998:
Pro forma income before extraordinary item...................... $ 75.6
Pro forma income before extraordinary item per share -- basic
and diluted.................................................... $ 2.32
Pro forma equity(3)............................................. $ 876.7
</TABLE>
- --------
(1) Includes 1,250,000 shares reserved for sale in the offering at the initial
public offering price to policyholders of Standard Insurance Company who
meet eligibility requirements set forth in Standard Insurance Company's
plan of reorganization.
(2) Does not include 1,735,836 shares to be reserved for issuance under the
StanCorp 1999 Omnibus Stock Incentive Plan, 2,000,000 shares to be reserved
for issuance under Standard Insurance Company's defined contribution plans
and 1,000,000 shares to be reserved for issuance under the StanCorp
Employee Share Purchase Plan. See "Management Compensation--Executive
Officer Compensation--StanCorp Stock Incentive Plan" and "Management
Compensation--Stock Options to be Granted--StanCorp Share Purchase Plan".
(3) Gives effect to estimated additional nonrecurring expenses of $2.0 million
related to the demutualization.
11
<PAGE>
RISK FACTORS
Reserves Established for Future Policy Benefits and Claims May Prove Inadequate
We face the risk that our reserves for future policy benefits and claims
will prove inadequate. For all of our product lines, we establish and carry as
a liability actuarially determined reserves which are calculated to meet our
obligations for future policy benefits and claims. These reserves are computed
at amounts that are expected to be sufficient to meet our policy obligations at
their maturities or in the event of an insured's death or disability, assuming
growth from premiums to be received and interest on such reserves at certain
assumed rates. However, the nature of the underlying risks and the high degree
of uncertainty associated with determining the liability for unpaid policy
benefits and claims prevent us from determining the amounts which will
ultimately be paid to settle this liability precisely. If the reserves we
originally established for future policy benefits were to prove inadequate, we
would be required to increase our reserves, which may have a material adverse
effect on our business, financial condition and results of operations.
Dependence on Profitability of Long Term Disability Products May Affect Overall
Profitability
Our results of operations have historically depended significantly on the
profitability of our long term disability products. Accordingly, a decrease in
the profitability of these products may have a material adverse effect on our
business, financial condition and results of operation. Our long term
disability products provide coverage for claims incurred during the policy
period. Typically, we offer rate guarantee periods from one to three years.
While we can prospectively reprice and reunderwrite coverages at the end of
these guarantee periods, we must pay benefits with respect to claims incurred
during these periods without collecting additional premiums. Historically, the
duration of approximately 50% of all claims filed under our long term
disability policies is twelve months or less. However, claims caused by more
severe disabling conditions may be paid over much longer periods of time,
including, in some cases, up to normal retirement age. Longer duration claims
expose us to the possibility that we may pay benefits materially in excess of
the amount that we anticipated when the policy was underwritten. The
profitability of our long term disability products is thus subject to
volatility resulting from the difference between our actual claims experience
and our expectations at the time of underwriting and from changes in economic
conditions, changes in regulation and changes in interest rates.
Differences between Actual Claims Experience and Underwriting and Reserving
Assumptions May Require Us to Increase Reserves
The profitability of our long term disability insurance substantially
depends on the extent to which our actual claims experience is consistent with
the assumptions used in establishing our reserves. To the extent that actual
claims experience is inconsistent with our underlying assumptions used in
establishing our reserves, or our revisions to such assumptions, we could be
required to increase our reserves. Such an increase could have a material
adverse effect on our business, financial condition and results of operations.
Long term disability reserves are predictions of future claims payments based
upon the following factors:
. Claim incidence rates;
. Claim termination rates;
. Market interest rates;
. Age and gender of the claimant;
. Time elapsed since disablement;
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<PAGE>
. Contract provisions and limitations; and
. The amount of the monthly benefit, less deductible income such as
Social Security payments to the insured.
Several of these factors can be materially affected by changes in the national
or regional economy, changes in social perceptions about work ethics, emerging
medical perceptions regarding physiological or psychological causes of
disability and industry regulation. For example, we, like most of our
competitors, encountered high claims incidence and lower claims termination
rates from individuals in insured groups involving the health care and legal
professions in the mid-1990's. The higher incidence of claims from individuals
engaged in these professions reduced our profitability. Emerging health issues
such as HIV, chemical sensitivity and chronic fatigue syndrome may also affect
claim incidence and termination rates. Since emerging health issues may not be
fully recognized in the historical data we use to calculate reserves, the
reserves that we establish may not be sufficient to meet our obligations under
our long term disability policies. In sum, our assumptions with respect to the
foregoing factors in establishing our reserves involve predictions of future
events and are inherently uncertain. Actual experience with respect to such
factors may differ substantially from our assumptions and may require us
ultimately to increase our reserves.
Changes in Economic Conditions May Affect Profitability
In recent years, the profitability of our long term disability products has
been adversely affected by unfavorable claims experience. If long term
disability claims experience deteriorates in the future, there can be no
assurance that we will be able to increase rates sufficiently to maintain the
profitability of our long term disability business. For example, during the
mid-1990's and continuing through 1996, the rate of incidence and duration of
disability, known as morbidity experience, deteriorated, especially with
respect to health and legal professional groups, reducing the profitability of
these blocks of long term disability business. Management believes that the
deterioration in long term disability morbidity experience of these
professional groups paralleled industry experience. For health care groups,
management believes that morbidity experience increased due, in part, to the
transition of the health care profession into the managed care environment,
which led to job dissatisfaction (particularly for medical doctors), decreased
profits for the profession as a whole, and loss of employment. Similarly,
management believes that the increased morbidity experience for the legal
profession was caused by increased competition in an overcrowded profession,
which led, in part, to decreased profits and loss of employment. In response to
the 1995 and 1996 deterioration in morbidity experience, management modified
underwriting and claims management practices for our long term disability
business, particularly for professional group coverages. These steps included:
. reducing maximum benefit and guarantee limits;
. limiting the "own occupation" definition of disability, which
requires a claimant to prove that he or she is unable to perform the
duties required by the claimant's occupation; in particular, we
eliminated the "own specialty" definition, which permitted a claim
to be paid if the claimant could provide satisfactory proof that he
or she, because of sickness, injury or mental disorder, was unable
to perform the duties required by his or her particular specialty
within the practice of medicine or law; and
. imposing rate increases for certain groups.
Management believes these actions resulted in improved professional morbidity
experience and improved profitability within this product line. Further, in
1996 and 1997, large group claims experience, which had historically been
profitable, was adversely affected by unusual claims experience in a few
groups. In response, management increased the renewal rates of these groups.
13
<PAGE>
Management believes that these increased rates will lead to improved long term
disability profitability. However, policy terminations in this line have also
increased during the same period, which management believes is partially the
result of increased renewal rates.
Changes in Federal and State Regulation May Adversely Impact Pricing, Reserve
Adequacy and Exposure to Litigation
We are regulated by state and federal law in the marketing and
administration of our long term disability product line. While the long term
disability business is not currently subject to regulation to the same degree
as medical insurance, changes in existing laws or court interpretation of
those laws or the enactment of new legislation could affect the pricing and
reserve adequacy of our long term disability products, which could have a
material adverse effect on our business, financial condition and results of
operations.
Our long term disability products, like those of most of our competitors,
generally limit the benefit period for mental disorders to 24 months. Certain
federal courts have held that the Americans with Disabilities Act requires
that such limits be justified based on an actuarial assessment of costs. Other
federal courts have held that the Americans with Disabilities Act generally
does not apply to such limits imposed by insurers. Management believes that
the mental disorder benefit limit is justified based on an actuarial
assessment of costs. The federal government and many states have also enacted
"mental health parity acts" that require medical insurers to pay the same
benefits for mental illnesses as they do for physical illnesses. While these
acts have been interpreted to apply to medical insurance only, federal or
state legislation or court decisions may broaden them to cover long term
disability insurance.
If long term disability mental disorder benefit limits are prohibited,
either through legislation or court decisions, the pricing and reserve
adequacy of our long term disability products could be materially adversely
affected in the following ways:
. We may need to raise the prices of our long term disability products
to cover the additional cost of providing mental disorder benefits
beyond the benefit limit currently stated in the policy, and such
price increases may result in fewer sales;
. Our long term disability claims experience may significantly
deteriorate because of the reopening of closed claims or the decrease
in the number of terminating claims due to the mental disorder
limitation; and
. Our involvement in litigation and litigation-related expenses may
increase.
Additionally, changes in state and federal laws to require the inclusion of
certain types of benefits in long term disability policies may also adversely
affect the pricing and reserve adequacy of our long term disability products.
Several bills that seek to reform the medical managed care market have been
introduced in Congress. Many of these bills propose to amend the Employee
Retirement Income Security Act of 1974 to permit the application of state law
remedies, such as consequential and punitive damages, in lawsuits for wrongful
denial of benefits. Current law establishes a uniform federal remedy that
allows only contract damages for the amount of benefits withheld, attorneys'
fees and costs to be awarded in such lawsuits. If legislation permitting state
law remedies is enacted which is applicable to our group products, the
profitability of our group products may be materially and adversely affected
in the following ways:
. The number of lawsuits filed against us in the normal course of
business may substantially increase;
14
<PAGE>
. The expense of defending such lawsuits may increase; and
. We may be subject to increased damages (including punitive damages)
in such lawsuits.
Reserve Inadequacy May Result from Interest Rate Changes
Our reserves, like most in the long term disability industry, are subject to
interest rate fluctuations. In establishing our reserves, we make assumptions
regarding the rates at which those reserves will grow as a result of interest
rates. Interest rates that are used to calculate reserves contain a margin to
account for future changes in the market rate. We believe that our
asset/liability strategy mitigates the adverse effects of interest rate
volatility. Nonetheless, a reduction in interest rates may lead us to increase
reserves, which would have a material adverse effect on profitability.
Increasing Interest Rates May Cause Increased Policy Loans, Surrenders and
Withdrawals; Declining Interest Rates May Lead to Prepayments and Redemptions
Changes in interest rates can significantly affect our profitability. In
periods of increasing interest rates, policy loans and surrenders and
withdrawals of life insurance policies and annuity contracts may increase as
policyholders seek to invest in investments with higher perceived returns. This
process, referred to as disintermediation, may lead to cash outflows. These
outflows may require investment assets to be sold at a time when the prices of
those assets are adversely affected by the increase in market interest rates,
which may result in realized investment losses. A significant portion of our
investment portfolio consists of mortgage loans, which are relatively illiquid,
thus increasing our liquidity risk in the event of disintermediation during a
period of rising interest rates. Conversely, during periods of declining
interest rates, life insurance and annuity products may be relatively more
attractive investments, resulting in increased premium payments on products
with flexible premium features, repayment of policy loans and increases in the
percentage of insurance policies remaining in force from year to year, as
measured by premiums, known as persistency, during a period when our new
investments carry lower returns. In addition, mortgages and bonds in our
investment portfolio are more likely to be prepaid or redeemed as borrowers
seek to borrow at lower market rates, and we may be required to reinvest those
funds in lower interest-bearing investments. Accordingly, during periods of
declining interest rates, our profitability may be adversely affected as the
result of a decrease in the spread between interest rates credited to
policyholders and returns on our investment portfolio.
Management employs asset/liability management strategies to reduce the
adverse effects of interest rate volatility. These strategies include:
. product design, such as the use of surrender charges when a life
insurance policy or annuity is surrendered for its cash value prior
to the end of a set period, or market value adjustment features in
certain fixed annuity products that adjust the surrender value of a
contract in the event of surrender prior to the end of the contract
period;
. structuring the bond and mortgage portfolio to limit prepayments;
and
. consistent monitoring of the pricing of our products.
However, such strategies may fail to eliminate or reduce the adverse effects of
interest rate volatility, which could have a material adverse effect on our
business, financial condition and results of operations.
15
<PAGE>
Investment Portfolio Risks
The Market Value of Investments May Fluctuate
Our general account investments consist primarily of bonds (and other fixed-
rate securities), commercial mortgage loans, real estate, policy loans, common
stock and preferred stock. The market values of our investments vary with
changing economic and market conditions and interest rates. If interest rates
decline, we generally achieve a lower overall rate of return on our investment
portfolio. In addition, we may, for various reasons, sell certain investments
at prices that are less than their carrying value.
Defaults on Fixed Maturity Securities Portfolio May Adversely Affect
Profitability
We are subject to the risk that the issuers of the fixed maturity
securities we own will default on principal and interest repayments. Although
almost all of our fixed maturity securities are investment-grade and we
believe that we maintain prudent issuer diversification, a major economic
downturn could result in issuer defaults; and since our fixed maturity
securities of $2.2 billion represented 52.7% of our total general account
invested assets at December 31, 1998, such defaults could materially adversely
affect our business, financial condition and results of operations.
Delinquencies and Balloon Payments on Mortgage Loans May Adversely Affect
Profitability
Our mortgage loans face both delinquency and default risk. Mortgage loans
of $1.7 billion represented 40.7% of our total general account invested assets
at December 31, 1998. The delinquency rate of our mortgage loan portfolio has
been lower than the industry averages for the past thirteen years. At December
31, 1998, loans that were either delinquent or in process of foreclosure
totaled 0.10% of our mortgage loan portfolio, compared to the industry average
of 0.56% as reported by the American Council of Life Insurance. The
performance of our mortgage loan portfolio, however, may fluctuate in the
future. Should the delinquency rate of our mortgage loan portfolio increase,
such an increase in delinquencies could have a material adverse effect on our
business, financial condition and results of operations.
At December 31, 1998, approximately 68.3% of our portfolio of mortgage
loans had balloon payment maturities. The default rate on mortgage loans with
balloon payment maturities has historically been higher than for mortgage
loans with standard repayment schedules. Since most of the principal is being
repaid at maturity, the amount of loss on a default is generally greater than
on other mortgage loans. A future increase in defaults on a substantial number
of such loans as a result of the foregoing factors could have a material
adverse effect on our business, financial condition and results of operations.
Mortgage Loans and Real Estate Investments Are Relatively Illiquid
Commercial mortgage loans and real estate investments are relatively
illiquid. If we require significant amounts of cash at short notice, we may
have difficulty selling these investments at attractive prices, in a timely
manner, or both.
Regional Concentration of Business and Investments in California May Subject
Us to Economic Downturns in that State
A significant portion of our business and our investments are concentrated
in California. Therefore, we are susceptible to adverse changes in economic
conditions in that state. Approximately 33.0% of our long term disability
reserves as of December 31, 1998 were derived from California business.
Management believes that an economic downturn in California during the early
16
<PAGE>
1990's and continuing through 1996 contributed to the deterioration of
California long term disability claims experience generally, and particularly
for professional groups. Future adverse economic conditions in California could
adversely affect our claims experience with respect to our California long term
disability business which may have a material adverse effect on our business,
financial condition and results of operations.
Our mortgage loans are concentrated in the Western region, particularly in
California, which accounted for 43.8% of our mortgage portfolio at December 31,
1998. While we intend to reduce this concentration, we still expect to maintain
approximately 30% to 35% in dollar amount of our mortgage loans in California.
Due to this concentration of mortgage loans in California, we are exposed to
potential losses resulting from the risk of an economic downturn in California
as well as to certain catastrophes, such as earthquakes, that may affect the
region. Although we diversify our mortgage loan portfolio within California by
both location and type of property in an effort to reduce earthquake exposure,
such diversification may not eliminate the risk of such losses. We generally do
not require earthquake insurance for properties on which we make mortgage
loans. To date, the delinquency rate of our California-based mortgage loans has
been substantially below the industry average. However, if economic conditions
in California worsen, we may experience a higher delinquency rate on the
portion of our mortgage loan portfolio located in California in the future,
which may have a material adverse effect on our business, financial condition
and results of operations.
Competitors Having Greater Financial Resources, Broader Array of Products and
Higher Ratings May Adversely Affect Our Market Share
Each of our business segments, detailed below, faces strong competition from
other insurers, other financial services companies such as banks, broker-
dealers and mutual funds, and managed care providers for employer groups,
individual consumers and distributors. Since many of our competitors have
greater financial resources, offer a broader array of products and, with
respect to other insurers, may have higher claims paying ability ratings than
us, the possibility exists that any one of our business segments could be
adversely affected which, in turn, could have a material adverse effect on our
business, financial condition and results of operations.
Competitive Factors Affecting Group Insurance Segment
According to our analysis of data published in the May 1998 Employee Benefit
Plan Review, in 1997 six companies, including Standard at 7.6%, had market
shares in the long term disability insurance market of more than 5.0% based on
1997 total in force premiums. Our leading competitors, UNUM Life Insurance
Company of America, CIGNA, Hartford Life Insurance Company and Metropolitan
Life Insurance Company, had market shares of 32.4%, 11.9%, 10.3% and 9.4%,
respectively. The long term disability market is highly competitive both in
terms of product pricing and product features. Because many of our major
competitors have access to greater financial resources, we could be at a
competitive disadvantage with regard to product pricing and the introduction of
alternative product features that require significant financial backing. There
is also competition in the long term disability market for qualified sales
distributors. In recent years, compensation for sales distributors has steadily
increased. As a result, we may have difficulty in attracting and retaining a
productive group field force. While management believes that we are in a
position to expand our long term disability line of business, our ability to do
so may be materially adversely affected by our better-financed competitors.
Additionally, most of our group insurance coverage is underwritten yearly,
and group purchasers may be able to obtain more favorable terms from
competitors rather than renewing coverage with us. National banks, with their
preexisting customer bases for financial services products, may become more
significant competitors to us in the future as a result of certain recent court
decisions and
17
<PAGE>
regulatory actions discussed below. Although the effect of these developments
on us is uncertain, both the persistency of our existing products and our
ability to sell products could be materially adversely affected in the future.
Competitive Factors Affecting Retirement Plans and Individual Insurance
Segments
Our ability to market our 401(k) and other retirement products could be
materially adversely affected by the highly competitive nature of the
retirement plans market. While our Retirement Plans segment is growing, we have
not yet achieved the size necessary to realize the economies of scale we
believe are enjoyed by our competitors in the life insurance industry.
Additionally, our Retirement Plans segment faces competition not only from
other insurance companies, but also from other financial institutions such as
banks, mutual funds, other asset managers and broker-dealers. Many of these
competitors are better known, have access to greater financial resources and
offer a broader array of investment products.
Similarly, our ability to sell our individual life, disability, and annuity
products could be materially adversely affected by our dependence on
distributors and the highly competitive nature of this product line. Our
Individual Insurance segment competes with many larger competitors with brand
name recognition, economies of scale and greater financial resources in a
market that many industry experts consider to be mature. In addition, our lack
of variable life and annuity products and our lack of name recognition for
individual life, disability and annuity products in the Eastern and Central
regions of the nation also place us at a competitive disadvantage. Because of
these factors, we may have difficulty attracting and retaining productive
distributors.
Legislative Changes May Lead to Increased Competition
If a financial institutions reform bill is enacted into law by Congress,
such a law may permit national banks and other financial institutions to
affiliate with insurance companies and market insurance products to their
customers. National banks and other similar financial institutions are
currently restricted from being affiliated with insurance companies under the
Glass-Steagall Act of 1933. The ability of financial institutions to affiliate
with insurance companies may materially adversely affect all of our product
lines by substantially increasing the number and financial strength of
potential competitors.
Additionally, the current administration and various members of Congress
have proposed reforms to the nation's health care system. We do not write
health indemnity products, other than group dental insurance, and, accordingly,
do not expect to be directly affected by such proposals to any significant
degree. However, the uncertain environment resulting from health care reform
could cause group health insurance providers to enter the long term disability
insurance market, thereby increasing competition.
Downgrade in Claims Paying Ability Ratings May Increase Surrender Levels,
Adversely Affect Certain Relationships and Negatively Impact Persistency
Claims paying ability ratings are an important factor in establishing the
competitive position of insurance companies. Standard Insurance Company is
currently rated "A (excellent)" by A.M. Best and has claims paying ability
ratings of "AA- (very high)" from Duff & Phelps Credit Rating Co. and "A+
(good)" from Standard & Poor's. Moody's Investors Service has given Standard
Insurance Company an insurance financial strength rating of "A2 (good financial
security)". A ratings downgrade, or the potential for such a downgrade, of
Standard Insurance Company could, among other things, materially increase
surrender levels, adversely affect relationships with broker-dealers, banks,
agents, wholesalers and other distributors of Standard Insurance Company's
products and services, negatively impact persistency, adversely affect Standard
Insurance Company's ability to
18
<PAGE>
compete and thereby materially and adversely affect Standard Insurance
Company's business, financial condition and results of operations.
The foregoing ratings reflect each rating agency's opinion of Standard
Insurance Company's financial strength, operating performance and ability to
meet its obligations to policyholders and are not evaluations directed toward
the protection of investors in this initial public offering and do not
constitute investment recommendations by such ratings agencies to investors.
Changes in State and Federal Regulation May Affect Profitability
Our business is subject to comprehensive state regulation and supervision
throughout the United States. While we cannot predict the impact of potential
or future state or federal legislation or regulation on our business, future
laws and regulations, or the interpretation thereof, may materially adversely
affect our business, financial condition and results of operations.
The primary purpose of comprehensive state regulation of the insurance
business is to protect policyholders, not shareholders. To that end, the laws
of the various states establish insurance departments with broad powers with
respect to such things as licensing companies to transact business; licensing
agents; admitting statutory assets; mandating certain insurance benefits;
regulating premium rates; approving policy forms; regulating unfair trade and
claims practices; establishing reserve requirements and solvency standards;
fixing maximum interest rates on life insurance policy loans and minimum rates
for accumulation of surrender values; restricting certain transactions between
affiliates; and regulating the type, amounts and valuation of investments.
State insurance regulators and the National Association of Insurance
Commissioners continually reexamine existing laws and regulations and may
impose changes in the future that materially adversely affect our business,
financial condition and results of operations.
The United States federal government does not directly regulate the
insurance business. Federal legislation and administrative policies in certain
areas can, however, significantly and adversely affect the insurance industry
generally and us in particular. These areas include pension and employee
welfare benefit plan regulation, financial services regulation and federal
taxation. For example, Congress has from time to time considered legislation
relating to:
. the deferral of taxation on the growth in the amount of cash
available to a policyholder upon the surrender or withdrawal, known
as cash value, of certain annuities and life insurance products;
. the removal of barriers preventing banks from engaging in the
insurance business;
. changes in regulations for the Employee Retirement Income Security
Act of 1974 that apply to certain of our group products; and
. the alteration of the Federal income tax structure and the
availability of Section 401(k) or individual retirement accounts.
Additionally, there may be changes in the interpretation of existing laws or
the passage from time to time of new legislation that may adversely affect our
claims exposure on our policies.
Allocation of Assets to the Closed Block May Be Inadequate or Excessive
The plan of reorganization requires that Standard Insurance Company
establish and operate a closed block for the benefit of holders of certain
individual insurance policies of Standard Insurance Company. Management (based
on an independent actuary's opinion) expects the amount of assets allocated to
the closed block to produce cash flows which, together with future revenues
from the policies included in the closed block, will be sufficient to support
these policies, including payment of
19
<PAGE>
claims, certain expenses and taxes and continuation of policyholder dividend
scales in effect for 1998, if the experience underlying such scales (including
the portfolio interest rate) continues. The closed block will be established as
an accounting mechanism and procedure to give reasonable assurance to holders
of the policies included in the closed block of the continued payment of
dividends as experience justifies. Such policies will continue to be the
obligation of Standard Insurance Company and Standard Insurance Company remains
obligated to satisfy claims on policies included in the closed block in
accordance with their terms should the assets of the closed block be
insufficient to satisfy the claims. Unless the Director of the Department of
Consumer and Business Services of the State of Oregon otherwise consents, the
closed block will continue in effect as long as any policy in the closed block
remains in force. The assets, including the revenue therefrom, allocated to
closed block policies will benefit only the holders of these policies. If, over
time, cash flows from the assets allocated to the closed block and claims and
other experience relating to the closed block are, in the aggregate, more or
less favorable than assumed in establishing the closed block, total dividends
paid to closed block policyholders in the future may be greater than or less
than that which would have been paid to these policyholders if the dividend
scales in effect for 1998 had been continued. Any excess of cumulative
favorable deviations for closed block policies over unfavorable deviations will
be available for distribution over time to closed block policyholders and will
not be available to our shareholders.
Litigation May Adversely Affect Profitability
We are a plaintiff or defendant in actions arising out of our insurance
business and investment operations. We are from time to time involved in
various governmental and administrative proceedings. While the outcome of any
pending or future litigation cannot be predicted, as of the date hereof,
management does not believe that any pending litigation will have a material
adverse effect on our business, financial condition or results of operations.
However, no assurances can be given that such litigation would not materially
and adversely affect our business, financial condition or results of
operations.
Other companies in the life insurance industry have historically been
subject to substantial litigation resulting from claims disputes and other
matters. Most recently, such companies have faced extensive claims, including
class-action lawsuits, alleging improper life insurance sales practices.
Negotiated settlements of such class-action lawsuits have had a material
adverse effect on the business, financial condition and results of operations
of certain of these companies. We are not and have not been a defendant in any
such class-action lawsuit alleging improper sales practices. However, such
class-action lawsuits, if brought against us, could materially adversely affect
our business, financial condition and results of operations.
Holding Company Dividends May Be Affected by Limitation on Dividends Imposed on
Standard Insurance Company
After the effective date of the plan of reorganization, we will be an
insurance holding company, the assets of which will consist primarily of all of
the outstanding shares of the common stock of Standard Insurance Company. Our
ongoing ability to pay dividends to our shareholders and meet our obligations,
including operating expenses, primarily depends upon the receipt of dividends
from Standard Insurance Company. Any inability of Standard Insurance Company to
pay us dividends in the future in an amount sufficient for us to pay dividends
to our shareholders and meet our other obligations may materially adversely
affect our business, financial condition and results of operations and the
market value of the common stock.
Standard Insurance Company's ability to pay dividends to us is regulated
under Oregon law. Under Oregon law, without the approval of the Director of the
Department of Consumer and Business Services of the State of Oregon, Standard
Insurance Company may pay dividends only from the
20
<PAGE>
earned surplus arising from its business. It must receive the prior approval of
the Director of the Department of Consumer and Business Services of the State
of Oregon to pay a dividend, if such dividend, together with other dividends or
distributions made within the preceding twelve months, would exceed a certain
statutory limitation. The current statutory limitation is the greater of (a)
10% of Standard Insurance Company's combined capital and surplus as of December
31 of the preceding year and (b) the net gain from operations after dividends
to policyholders and Federal income taxes and before capital gains or losses
for the twelve-month period ending on the December 31 last preceding, in each
case determined under statutory accounting practices. Oregon law gives the
Director of the Department of Consumer and Business Services of the State of
Oregon broad discretion to disapprove requests for dividends in excess of these
limits. Based on statutory results, Standard Insurance Company will be
permitted to pay $93.9 million in dividends to StanCorp Financial Group, Inc.
in 1999 without obtaining the Director's approval, and would have been
permitted to pay $38.7 million, $26.5 million and $56.7 million in dividends in
1998, 1997 and 1996, respectively, without obtaining such approval. The
foregoing limitations on dividends would not apply to any dividends received by
us from Standard's non-insurance subsidiaries.
There can be no assurance that Standard Insurance Company will declare
dividends to us in the future or, if declared, that Standard Insurance Company
will obtain any approvals required from the Director of the Department of
Consumer and Business Services of the State of Oregon. Furthermore, from time
to time, the National Association of Insurance Commissioners and various state
insurance regulators have considered, and may in the future consider, proposals
to further restrict dividend payments that may be made by an insurance company
without regulatory approval. Such proposals, if enacted, could further restrict
the ability of Standard Insurance Company to pay us dividends.
Challenge to Director's Approval of Plan May Adversely Affect Terms of
Demutualization
Oregon law permits the demutualization to be challenged in two ways: either
through an action seeking judicial review of the order by the Director of the
Department of Consumer and Business Services of the State of Oregon
conditionally approving the plan of reorganization or through an action
challenging the validity of the demutualization or any acts taken under the
plan. A successful challenge to the demutualization could result in the
Director's order approving the plan being set aside or modified, in a court
remanding issues to the Department of Consumer and Business Services of the
State of Oregon for further consideration or in cash damages or equitable
relief being granted against Standard. A successful action could result in
substantial uncertainty as to whether, or on what terms, the Director of the
Department of Consumer and Business Services of the State of Oregon would
ultimately approve the plan of reorganization, and a substantial period of time
may be required to reach a final determination. Such an outcome may be
materially adverse to us and to purchasers of common stock in the offering.
An action seeking judicial review of the Director's order conditionally
approving the plan would be governed by Oregon's Administrative Procedures Act,
and must be commenced within 60 days of the date the Director's order approving
the plan was issued. A court may affirm, reverse or remand the Director's
order. If the court finds that the Director of the Department of Consumer and
Business Services of the State of Oregon erroneously interpreted a provision of
law and that a correct interpretation compels a particular action, it will
either set aside or modify the Director's order, or remand the case to the
Department of Consumer and Business Services of the State of Oregon for further
action under a correct interpretation of the provision of law. Also, the court
will remand the Director's order for further consideration by the Department of
Consumer and Business Services of the State of Oregon if it finds the
Director's action to be:
. outside the range of discretion delegated to the Department of
Consumer and Business Services of the State of Oregon by law;
21
<PAGE>
. inconsistent with a rule, an officially stated position or a prior
practice of the Department of Consumer and Business Services of the
State of Oregon, if the inconsistency is not explained by the
Department of Consumer and Business Services of the State of Oregon;
or
. otherwise in violation of a constitutional or statutory provision.
Furthermore, a court will set aside or remand the Director's order if it finds
that the Director's order is not supported by substantial evidence in the
record.
An action challenging the validity of the demutualization or any acts taken
under the plan of reorganization would be governed by Oregon Revised Statutes
Section 732.630 and must be commenced within 60 days after the effective date
of the plan or other acts so taken. A successful challenge under
Section 732.630 would require a court to conclude that the demutualization is
unlawful or fraudulent. The statute establishes a rebuttable presumption that
any act set forth in the Director's order approving the plan is lawful.
Failure to Achieve Year 2000 Compliance May Adversely Impact Systems Operations
While we are in the process of modifying or replacing significant portions
of our hardware and software so that our computer systems will be Year 2000
compliant, any failure to identify all of our Year 2000 issues, or to complete
our scheduled modifications and conversions on a timely basis, could have a
material adverse effect on our business, financial condition and results of
operations. In addition, notwithstanding the fact that we have initiated formal
communications with all of our significant suppliers and large customers to
determine the extent to which we are vulnerable to those third parties' failure
to remediate their own Year 2000 issues, there can be no guarantee that the
systems of other companies, government agencies, or other entities on which we
rely will be converted on a timely basis, or that a failure to convert by
another company, or a conversion that is incompatible with our systems, would
not have a material adverse effect on our business, financial condition or
results of operations.
Environmental Liability Exposure May Result From Mortgage Loan and Real Estate
Investments
Unexpected environmental liabilities could materially adversely affect our
business, financial condition and results of operations. Under the laws of
certain states, contamination of a property may give rise to a lien on the
property to secure recovery of the costs of cleanup. In several states, such a
lien has priority over the lien of an existing mortgage against such property.
In addition, under the laws of some states and under the federal Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, we may be
liable, as an "owner" or "operator", for costs of addressing releases or
threatened releases of hazardous substances that require remedy at a property
securing a mortgage loan held by us, if our agents or employees have become
sufficiently involved in the operations of the related obligor on such loan,
regardless of whether or not the environmental damage or threat was caused by
such obligor. We also risk such liability arising out of foreclosure of a
mortgaged property securing a mortgage loan owned by us. Until recent
legislation was adopted, it was uncertain what actions could be taken by a
secured lender in the event of a loan default without it incurring exposure
under the federal Comprehensive Environmental Response, Compensation, and
Liability Act of 1980 in the event the property was environmentally
contaminated. The Asset Conservation, Lender Liability and Deposit Insurance
Act of 1996 provides for a safe harbor for secured lenders from the federal
Comprehensive Environmental Response, Compensation, and Liability Act of 1980
liability even though the lender forecloses and sells the real estate securing
the loan, provided the secured lender sells "at the earliest practicable,
commercially reasonable time, at commercially reasonable terms, taking into
account market conditions and legal regulatory
22
<PAGE>
requirements". Although the Asset Conservation, Lender Liability and Deposit
Insurance Act of 1996 provides significant protection to secured lenders, it
has not been construed by the courts, and there are circumstances in which
actions taken could expose us to the federal Comprehensive Environmental
Response, Compensation, and Liability Act of 1980 liability. Application of
various federal and state environmental laws other than the federal
Comprehensive Environmental Response, Compensation, and Liability Act of 1980
could also result in the imposition of liability on us for costs associated
with environmental hazards.
We routinely conduct environmental assessments for real estate being
acquired for investment. As a commercial mortgage lender, we customarily
conduct environmental assessments prior to making mortgage loans secured by
real estate and before taking title through foreclosure to real estate
collateralizing delinquent mortgage loans held by us. Based on our
environmental assessments, management believes that any compliance costs
associated with environmental laws and regulations or any remediation of
affected properties would not have a material adverse effect on our business,
financial condition or results of operations.
Sales of Shares May Adversely Affect the Market Price of Common Stock
All the shares of the common stock outstanding after the offering will be
eligible for immediate resale in the public market. Sales of substantial
amounts of common stock could adversely affect the prevailing market price for
the common stock.
Additionally, the plan of reorganization requires us to establish a
commission-free program for eligible members who receive small numbers of
shares of common stock in the demutualization. Under this program, such
policyholders may sell all, but not less than all, of their shares at
prevailing market prices without brokerage commissions or similar expenses.
This program will begin between 180 days and 12 months after the effective date
of the plan of reorganization and will continue for three months or such longer
period of time as our Board of Directors determines. We may reinstate this
program at a later date; however, we have no current intention of doing so.
Sales of substantial amounts of common stock through this program, or the
perception that substantial sales through the program could occur, could
adversely affect the prevailing market price for the common stock.
State Laws and the Articles of Incorporation and Bylaws May Discourage
Takeovers and Business Combinations
The insurance laws and regulations of Oregon, the jurisdiction in which
StanCorp Financial Group, Inc. and Standard Insurance Company are organized,
may delay or impede a business combination involving StanCorp Financial Group,
Inc., a combination that a shareholder might consider in its best interests.
Under Oregon law, neither a person nor a group of persons acting in concert may
acquire more than 5% of the shares of capital stock of StanCorp Financial
Group, Inc. or any subsidiary thereof (including Standard Insurance Company)
for a period of five years from the effective date of the plan of
reorganization, except with the approval of the Director of the Department of
Consumer and Business Services of the State of Oregon. In addition, Oregon law
applicable to StanCorp Financial Group, Inc. generally provides that no person
may seek to acquire control of StanCorp Financial Group, Inc. or Standard
Insurance Company, without the prior approval of the Director of the Department
of Consumer and Business Services of the State of Oregon. Generally, any person
who directly or indirectly owns, controls, holds with power to vote, or holds
proxies representing 10% or more of StanCorp Financial Group, Inc.'s voting
securities would be presumed to have acquired such control, unless the Director
of the Department of Consumer and Business Services of the State of Oregon,
upon application, determines otherwise. In addition, Oregon law permits our
Board of Directors to consider certain nonmonetary factors in the event of an
offer to acquire StanCorp Financial Group, Inc. Oregon law also contains
provisions restricting the voting rights of common stock acquired by third
parties in certain circumstances and restricting business combinations with
certain shareholders.
23
<PAGE>
Certain provisions included in StanCorp Financial Group, Inc.'s Articles of
Incorporation and Bylaws may also have antitakeover effects and may delay,
defer or prevent a takeover attempt that a shareholder might consider in its
best interests. In particular, the Articles of Incorporation and Bylaws
provide for:
. the issuance by the Board of Directors of one or more series of
preferred stock;
. a classified Board of Directors;
. limitations on the removal of directors;
. restrictions on the maximum number of directors;
. restrictions on the filling of vacancies on the Board of Directors;
. advance notice requirements for shareholder proposals and
nominations of directors;
. restrictions on business combinations with certain shareholders; and
. supermajority voting requirements for the amendments of certain
provisions of the Articles of Incorporation and Bylaws.
Our Board of Directors has adopted a Shareholder Rights Plan that will be
effective upon the effective date of the plan of reorganization.
These provisions may also adversely affect the prevailing market price of
the common stock.
24
<PAGE>
USE OF PROCEEDS
The net proceeds to StanCorp Financial Group, Inc. ("StanCorp") from the
initial public offering (the "Offering") of shares of common stock of StanCorp
are estimated to be $299.1 million (or $344.2 million if the underwriters'
option to purchase additional shares as described in "Underwriting" is
exercised in full) assuming an initial public offering price of $23.00 per
share, which is the midpoint of the range stated on the cover page of this
prospectus, and after deducting an assumed underwriting discount and estimated
offering expenses payable by StanCorp. StanCorp expects to contribute
approximately $259.7 million of the net proceeds to Standard Insurance Company,
of which:
. approximately $71.6 million will be used to fund adjustments to
policy values, known as policy credits;
. approximately $2.0 million will be used to make mandatory cash
payments to certain eligible members under the plan of
reorganization where distribution of common stock is impractical or
unduly burdensome;
. approximately $176.6 million will be used to make other cash
payments to public eligible members consisting of local, state and
federal governmental authorities and agencies; and
. approximately $9.5 million will be used to make other cash payments
to odd-lot eligible members holding 99 shares or less of common
stock.
StanCorp also expects to retain approximately $39.4 million of net proceeds
($84.5 million if the underwriters' option to purchase additional shares is
exercised in full) for general corporate purposes, which may include
contributions to Standard Insurance Company or its non-insurance subsidiaries.
Of this amount, approximately $9.0 million is expected to be contributed to
Standard Insurance Company in connection with the distribution of the non-
insurance subsidiaries to occur contemporaneously with the closing of the
offering.
This information is based on assumptions we have made as to the number of
shares of common stock and the amount of cash and policy credits that are
distributed to members of Standard Insurance Company who are eligible to vote
on and receive consideration under the plan of reorganization. These
assumptions are described in "Unaudited Pro Forma Condensed Consolidated
Financial Information."
StanCorp will not receive any proceeds from the issuance of the common stock
to such eligible members in exchange for their membership interests.
MARKET FOR COMMON STOCK
Prior to the demutualization, as a mutual life insurance company, Standard
Insurance Company will not have issued any capital stock. StanCorp has been
organized to become the parent company of Standard Insurance Company upon the
demutualization. Prior to the offering, there has not been any market for the
common stock of StanCorp. StanCorp has been approved to list the common stock
on the New York Stock Exchange, subject to notice of issuance, under the symbol
"SFG". There can be no assurance, however, that an active market for the common
stock will develop or, if developed, will continue. Regardless of whether a
public market for the common stock develops, if a substantial number of shares
of common stock are sold by eligible members or any other shareholders, the
market price of the common stock may be adversely affected. See "Risk Factors--
Sales of Shares May Adversely Affect the Market Price of Common Stock".
25
<PAGE>
DIVIDEND POLICY
StanCorp intends to declare a quarterly dividend of $0.06 per share of
common stock commencing with the quarter ending on September 30, 1999. The
declaration and payment of dividends in the future is subject to the discretion
of StanCorp's Board of Directors and will depend on Standard's financial
condition, results of operations, cash requirements, future prospects,
regulatory restrictions on the payment of dividends by Standard Insurance
Company and other factors deemed relevant by StanCorp's Board of Directors.
There is no requirement or assurance that StanCorp will declare and pay any
dividends. For a discussion of StanCorp's cash sources and needs, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources--StanCorp".
Following the effective date, StanCorp will be an insurance holding company,
the assets of which will consist primarily of all of the outstanding shares of
the common stock of Standard Insurance Company and the non-insurance
subsidiaries. StanCorp's ongoing ability to pay dividends to its shareholders
and meet its other obligations, including operating expenses and any debt
service, depends primarily upon the receipt of dividends from Standard
Insurance Company. The payment of dividends by Standard Insurance Company to
StanCorp is regulated under Oregon law. See "Risk Factors--Holding Company
Dividends May Be Affected by Limitation on Dividends Imposed on Standard
Insurance Company", "Business--Regulation--General Regulation at State Level"
and "Description of Capital Stock".
26
<PAGE>
CAPITALIZATION
The information in the following table is derived from and should be read in
conjunction with the unaudited pro forma condensed consolidated financial
information and notes thereto included in this prospectus. The table presents
the consolidated capitalization of Standard at December 31, 1998 and after
giving effect to:
. the demutualization and the issuance of an estimated 18,708,725
shares of common stock in connection therewith to eligible members;
. the sale of 13,920,000 shares of common stock in the offering at an
assumed initial public offering price of $23.00 per share (the
midpoint of the range stated on the cover page of this prospectus);
and
. the application of the net proceeds from the item above as set forth
under "Use of Proceeds", as if the demutualization and the offering
had occurred at December 31, 1998. This information is based on
assumptions we have made as to the number of shares of common stock
and the amount of cash and policy credits that are distributed to
eligible members. These assumptions are described in "Unaudited Pro
Forma Condensed Consolidated Financial Information".
<TABLE>
<CAPTION>
At December 31, 1998
--------------------------------------------
Pro Forma As Pro Forma As
Standard Adjusted for the Adjusted for the
Historical Demutualization Offering
---------- ---------------- ----------------
(Dollars in millions)
<S> <C> <C> <C>
Equity:
Preferred stock, no par value,
100,000,000 shares authorized;
none issued.................... $ -- $ -- $ --
Common stock, no par value;
300,000,000 shares authorized;
pro forma 32,628,725 shares
issued and outstanding (1)..... -- 503.4 802.5
Retained earnings............... 765.1 259.7 --
Accumulated other comprehensive
income......................... 74.2 74.2 74.2
------ ------ ------
Total equity.................. 839.3 837.3 876.7
------ ------ ------
Total capitalization........ $839.3 $837.3 $876.7
====== ====== ======
</TABLE>
- --------
(1) Excludes 2,088,000 shares issuable upon exercise of the underwriters'
option to purchase additional shares as described under "Underwriting".
Does not include 1,735,836 shares to be reserved for issuance under the
StanCorp 1999 Omnibus Stock Incentive Plan, 2,000,000 shares to be reserved
for issuance under Standard Insurance Company's defined contribution plans
and 1,000,000 shares to be reserved for issuance under the StanCorp
Employee Share Purchase Plan. See "Management Compensation--Executive
Officer Compensation--StanCorp Stock Incentive Plan" and "Management
Compensation--Stock Options to be Granted--StanCorp Share Purchase Plan".
27
<PAGE>
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
The following selected income statement data for each of the three years
ended December 31, 1998 and balance sheet data at December 31, 1998 and 1997
are derived from Standard's audited consolidated financial statements and the
notes thereto included in this prospectus. The following summary income
statement for the year ended December 31, 1995 and selected balance sheet data
at December 31, 1996 and 1995 are derived from Standard's audited consolidated
financial statements not included herein. The following selected income
statement data and balance sheet data at and for the year ended December 31,
1994 are derived from unaudited financial statements. In the opinion of
management, the unaudited data have been prepared on the same basis as the
audited consolidated financial statements and include all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation. The following selected income statement and balance sheet data
have been prepared in accordance with generally accepted accounting principles
("GAAP"). The statutory data have been derived from Standard Insurance
Company's Annual Statements filed with insurance regulatory authorities and
have been prepared in accordance with statutory accounting practices. This
selected financial and operating data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", Standard's consolidated financial statements, the notes thereto
and the other financial information included in this prospectus.
<TABLE>
<CAPTION>
At or for the Year Ended December 31,
------------------------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
(Dollars in millions)
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Revenues:
Premiums.................... $ 890.9 $ 825.2 $ 745.2 $ 672.9 $ 654.2
Net investment income....... 323.1 303.2 285.2 273.5 252.8
Net realized investment
gains...................... 11.6 11.8 15.3 8.0 7.5
Other....................... 6.9 6.1 4.4 5.4 3.9
-------- -------- -------- -------- --------
Total revenues.............. 1,232.5 1,146.3 1,050.1 959.8 918.4
-------- -------- -------- -------- --------
Benefits and expenses:
Policyholder benefits (1)... 877.0 832.3 782.3 690.4 678.9
Operating expenses (2)...... 246.9 218.7 192.2 174.8 164.4
-------- -------- -------- -------- --------
Total benefits and
expenses................... 1,123.9 1,051.0 974.5 865.2 843.3
-------- -------- -------- -------- --------
Income before Federal income
taxes and extraordinary
item........................ 108.6 95.3 75.6 94.6 75.1
Federal income taxes......... 33.0 31.5 28.6 25.5 41.1
-------- -------- -------- -------- --------
Income before extraordinary
item........................ 75.6 63.8 47.0 69.1 34.0
Extraordinary item (3)....... 6.1 -- -- -- --
-------- -------- -------- -------- --------
Net income................... $ 69.5 $ 63.8 $ 47.0 $ 69.1 $ 34.0
======== ======== ======== ======== ========
Balance Sheet Data:
General account assets....... $4,610.4 $4,243.1 $3,967.8 $3,771.9 $3,374.8
Separate account assets...... 668.5 483.3 322.8 195.6 105.2
Total assets................. 5,278.9 4,726.4 4,290.6 3,967.5 3,480.0
Total liabilities............ 4,439.6 3,994.4 3,643.1 3,340.4 2,997.0
Equity:
Retained earnings........... $ 765.1 $ 695.6 $ 631.7 $ 584.8 $ 515.7
Accumulated other
comprehensive income....... 74.2 36.4 15.8 42.3 (32.7)
-------- -------- -------- -------- --------
Total equity................ $ 839.3 $ 732.0 $ 647.5 $ 627.1 $ 483.0
======== ======== ======== ======== ========
Statutory Data:
Premiums and deposits........ $1,127.4 $1,050.3 $ 946.2 $ 869.1 $ 816.9
Net gain from operations..... 93.9 38.7 10.1 56.7 7.7
Policyholder surplus and
AVR......................... 432.8 341.1 302.9 287.6 227.5
Net investment yield......... 8.11% 8.27% 8.37% 8.54% 8.45%
</TABLE>
28
<PAGE>
<TABLE>
<CAPTION>
At or for the Year Ended December 31,
----------------------------------------------------------------
1998 1997 1996 1995 1994
------------ ------------ ------------ ------------ ------------
(Dollars in millions)
<S> <C> <C> <C> <C> <C>
Operating Data:
Group Insurance Segment:
Premiums............... $ 784.5 $ 717.1 $ 629.4 $ 557.7 $ 544.9
Life insurance in
force................. 81,039.7 74,798.3 67,418.8 60,643.2 59,245.7
Number of employer
groups................ 28,787.0 27,483.0 25,195.0 22,738.0 21,374.0
Number of insureds..... 4,040,229.0 3,912,808.0 3,510,424.0 3,315,647.0 3,267,258.0
Retirement Plans
Segment:
Assets under
management:
General account........ $ 631.3 $ 637.7 $ 649.0 $ 668.7 $ 631.6
Separate account....... 668.5 483.3 322.8 195.6 105.2
------------ ------------ ------------ ------------ ------------
Total................. $ 1,299.8 $ 1,121.0 $ 971.8 $ 864.3 $ 736.8
============ ============ ============ ============ ============
Individual Insurance
Segment:
Total revenues......... $ 222.7 $ 222.2 $ 228.3 $ 223.0 $ 213.4
Life insurance in
force................. 7,952.0 7,732.9 7,638.4 7,627.1 7,191.3
Managed annuity
assets................ 698.1 704.7 692.5 683.8 642.6
</TABLE>
- --------
(1) Includes policyholder benefits, policyholder dividends and interest paid on
policyholder funds.
(2) Includes operating expenses, state and local taxes, commissions and the net
increase in deferred policy acquisition costs.
(3) Represents costs relating to the demutualization.
29
<PAGE>
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
The unaudited pro forma condensed consolidated financial information (the
"Unaudited Pro Forma Information") presented below gives effect to (a) the
demutualization, including the issuance of an estimated 18,708,725 shares of
common stock in connection therewith to eligible members, (b) the establishment
of the closed block for the benefit of holders of certain individual policies
and (c) the sale of shares of common stock in the offering (assuming the
underwriters' option to purchase additional shares is not exercised) at an
initial public offering price of $23.00 per share, which is the mid-point of
the range stated on the cover page of this prospectus (before deducting the
underwriting discount and estimated offering expenses payable by StanCorp), as
if the demutualization, the establishment of the closed block and the offering
had occurred as of December 31, 1998, for the purposes of the unaudited pro
forma consolidated balance sheet, and at January 1, 1998 for the purposes of
the unaudited pro forma consolidated statement of income for the year ended
December 31, 1998.
The Unaudited Pro Forma Information reflects gross and estimated net
proceeds from the offering of $320.2 million and $299.1 million, respectively,
assuming an initial public offering price per share of $23.00 per share, which
is the mid-point of the range stated on the cover page of this prospectus.
StanCorp expects to contribute approximately $259.7 million of the net
proceeds to Standard Insurance Company of which:
. approximately $71.6 million will be used to fund policy credits in
lieu of 3,112,463 allocated shares;
. approximately $2.0 million will be used to make mandatory cash
payments in lieu of 85,033 allocated shares;
. approximately $176.6 million will be used to make other cash
payments to public eligible members in lieu of 7,679,774 allocated
shares; and
. approximately $9.5 million will be used to make other cash payments
to odd-lot eligible members in lieu of 411,495 allocated shares.
This information reflects the elections made by public eligible members and
odd-lot eligible members to receive cash or stock in the demutualization. The
Board of Directors of Standard Insurance Company, on or prior to the completion
of the offering, may reduce the cash payments to public eligible members or
odd- lot eligible members in the event that cash available is insufficient to
pay cash consideration to all such public eligible members or odd-lot eligible
members or for any other reason. See "The Demutualization--Payment of
Consideration to Eligible Members". If cash payments to public eligible members
or odd-lot eligible members are different from those assumed in this
prospectus, there would be an offsetting change in the number of shares issued
in the offering and the amount of proceeds received in the offering.
Accordingly, the net effect of any such change will not be material to
Standard.
StanCorp also expects to retain approximately $39.4 million of net proceeds
for general corporate purposes, which may include contributions to Standard
Insurance Company or the non-insurance subsidiaries. Of these proceeds, an
estimated $9.0 million is expected to be contributed to Standard Insurance
Company in connection with the distribution of non-insurance subsidiaries to
occur contemporaneously with the closing of the offering. The unaudited pro
forma condensed consolidated statement of income does not give effect to any
pro forma earnings resulting from the use of the net proceeds from the offering
in excess of those contributed to Standard Insurance Company and used to fund
policy credits and cash payments to certain eligible members under the plan of
reorganization.
30
<PAGE>
The demutualization will be accounted for using the historical carrying
values of the assets and liabilities of Standard.
The Unaudited Pro Forma Information is based on available information and on
assumptions management believes are reasonable and that reflect the effects of
these transactions. The Unaudited Pro Forma Information is provided for
informational purposes only and is not necessarily indicative of Standard's
consolidated financial position or results of operations had these transactions
been consummated on the dates assumed and does not project or forecast
Standard's consolidated financial position or results of operations for any
future date or period. The Unaudited Pro Forma Information should be read in
conjunction with the historical consolidated financial statements of Standard
included in this Prospectus and with the information set forth under "The
Demutualization", "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Business".
31
<PAGE>
Unaudited Pro Forma Condensed Consolidated Balance Sheet
<TABLE>
<CAPTION>
December 31, 1998
--------------------------------------------------------------------------------
Establishment Adjustments for As Adjusted for Adjustments
Standard of the Closed the the for the Standard
Historical Block (1) Demutualization Demutualization Offering Pro Forma
---------- ------------- --------------- --------------- ----------- ---------
(Dollars in millions)
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments:
Investment securities.. $2,214.2 $(220.1) $ $1,994.1 $ $1,994.1
Mortgage loans......... 1,708.1 (133.2) 1,574.9 1,574.9
Real estate, net....... 93.0 93.0 93.0
Policy loans........... 111.0 (90.4) 20.6 20.6
Collateral loans....... 71.2 (71.2) -- --
-------- ------- ------ -------- ------ --------
Total investments...... 4,197.5 (514.9) -- 3,682.6 -- 3,682.6
Cash and cash
equivalents............ 60.4 (2.5) (2.0)(2) 55.9 299.1 (3) 166.9
(188.1)(4)
Deferred policy
acquisition costs...... 114.9 (65.4) 49.5 49.5
Premiums receivable..... 41.5 41.5 41.5
Reinsurance receivable.. 31.7 31.7 31.7
Accrued investment
income................. 53.5 53.5 53.5
Property and equipment,
net.................... 65.9 65.9 65.9
Other assets............ 45.0 45.0 45.0
Closed Block assets..... -- 582.8 582.8 582.8
Separate account
assets................. 668.5 668.5 668.5
-------- ------- ------ -------- ------ --------
TOTAL ASSETS............ $5,278.9 $ -- $ (2.0) $5,276.9 $111.0 $5,387.9
======== ======= ====== ======== ====== ========
Liabilities and Equity:
Liabilities:
Future policy benefits
and claims............ $2,065.2 $(592.8) $ $1,472.4 $ 71.6 (4) $1,544.0
Other policyholder
funds................. 1,455.5 1,455.5 1,455.5
Dividends and
experience refunds.... 23.7 (12.7) 11.0 11.0
Deferred tax
liabilities........... 106.0 106.0 106.0
Other liabilities...... 120.7 120.7 120.7
Closed Block
liabilities........... -- 605.5 605.5 605.5
Separate account
liabilities........... 668.5 668.5 668.5
-------- ------- ------ -------- ------ --------
Total liabilities...... 4,439.6 -- -- 4,439.6 71.6 4,511.2
-------- ------- ------ -------- ------ --------
Equity:
Preferred stock........ -- -- --
Common stock........... -- 503.4 (5) 503.4 299.1 (3) 802.5
Accumulated other
comprehensive income.. 74.2 74.2 74.2
Retained earnings...... 765.1 (2.0)(2) 259.7 (259.7)(4) --
(503.4)(5)
-------- ------- ------ -------- ------ --------
Total equity........... 839.3 -- (2.0) 837.3 39.4 876.7
-------- ------- ------ -------- ------ --------
TOTAL LIABILITIES AND
EQUITY................. $5,278.9 $ -- $ (2.0) $5,726.9 $111.0 $5,387.9
======== ======= ====== ======== ====== ========
</TABLE>
(The accompanying Notes are an integral part of this Unaudited Pro Forma
Condensed Consolidated Balance Sheet.)
32
<PAGE>
Unaudited Pro Forma Condensed Consolidated Statement of Income
<TABLE>
<CAPTION>
Year Ended December 31, 1998
--------------------------------------------------------------------------------
Establishment Adjustments for As Adjusted for Adjustments Standard
Standard of the Closed the the for the Pro
Historical Block(1) Demutualization Demutualization Offering Forma
---------- ------------- --------------- --------------- ----------- ----------
(Dollars in millions, except per share amounts)
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Premiums............... $ 890.9 $(60.3) $ $ 830.6 $ $ 830.6
Net investment income.. 323.1 (39.1) 284.0 284.0
Net realized investment
gains................. 11.6 11.6 11.6
Contribution from the
closed block.......... -- 1.3 1.3 1.3
Other.................. 6.9 6.9 6.9
-------- ------ ---- ---------- ---- ----------
Total revenues........ 1,232.5 (98.1) -- 1,134.4 -- 1,134.4
-------- ------ ---- ---------- ---- ----------
Benefits and expenses:
Policyholder benefits.. 852.3 (69.8) 782.5 782.5
Policyholder
dividends............. 24.7 (24.7) -- --
Operating expenses..... 246.9 (3.6) 243.3 243.3
-------- ------ ---- ---------- ---- ----------
Total benefits and
expenses............. 1,123.9 (98.1) -- 1,025.8 -- 1,025.8
-------- ------ ---- ---------- ---- ----------
Income before Federal
income taxes and
extraordinary item..... 108.6 108.6 108.6
Federal income taxes.... 33.0 33.0 33.0
-------- ------ ---- ---------- ---- ----------
Income before
extraordinary item..... $ 75.6 $ -- $ -- $ 75.6 $ -- $ 75.6
======== ====== ==== ========== ==== ==========
Per share data:
Income before
extraordinary item per
share--basic and
diluted................ $ 4.04 $ 2.32
========== ==========
Number of shares used in
calculation of per
share data............. 18,708,725(4) 32,628,725(4)
========== ==========
</TABLE>
(The accompanying Notes are an integral part of this Unaudited Pro Forma
Condensed Consolidated Statement of Income.)
33
<PAGE>
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
(1) The unaudited pro forma condensed consolidated balance sheet and
unaudited pro forma condensed consolidated statement of income reflect an
allocation of assets and liabilities to the closed block, and an allocation of
the related revenues and costs, in each case as reflected in the plan of
reorganization. Closed block invested assets on the unaudited pro forma
condensed consolidated balance sheet are reflected at their December 31, 1998
carrying values. See "The Demutualization--Establishment and Operation of the
Closed Block". Assets and liabilities allocated to the closed block on the
unaudited pro forma condensed consolidated balance sheet were determined based
upon an actuarial model based on actual assets and liabilities as of December
31, 1997. The liability model was developed from Standard's policy records,
with liabilities recorded at their historical carrying value. Based on the
liabilities of the closed block policies, an estimate of the initial assets
needed to fund the closed block was made. The assets allocated to the closed
block include policy and collateral loans on the closed block policies, plus
fixed maturity securities and mortgages owned by Standard with characteristics
(mix, quality, yield and duration) which, on average, are similar to those
assets currently backing Standard's individual life insurance business. The
closed block will not be formed until the effective date and, accordingly, the
actual assets and liabilities ultimately allocated to the closed block and
their carrying values will not be known until that date. In management's
opinion, the allocation of assets and liabilities to the closed block as of the
effective date is not expected to differ materially from the allocation
reflected in the unaudited pro forma condensed consolidated balance sheet.
The unaudited pro forma condensed consolidated statement of income reflects
an allocation of revenues and expenses to the closed block based on certain
estimates and assumptions that management believes are reasonable. The closed
block amounts in the unaudited pro forma condensed consolidated statement of
income for December 31, 1998 were determined based on an actuarial model of
closed block liabilities at December 31, 1997. Revenue and expenses related to
the closed block policies and closed block assets were then modeled to derive
the unaudited pro forma condensed consolidated statement of income for December
31, 1998. For purposes of the unaudited pro forma condensed consolidated
financial statement, the effect of new business after January 1, 1998 is
excluded from the closed block. The contribution from the closed block
reflected in the unaudited pro forma condensed consolidated statement of income
is not necessarily indicative of what the closed block's contribution would
have been had the closed block been established at January 1, 1998 or of the
expected contribution for any future period.
The model used to estimate closed block assets, liabilities, income and
expenses is based upon assumptions regarding future claims, lapses, expenses
and interest rates. The interest rates assumed in the model are the same as
those which underlie Standard's 1998 dividend scale, adjusted for investment
expenses and an allowance for future defaults. Key assumptions regarding claims
and lapses are consistent with Standard's recent experience. Operating expense
charges are fixed in the plan of reorganization and its exhibits.
The closed block will include only those revenues, benefits, expenses and
dividends considered in funding the closed block. See "The Demutualization--
Establishment and Operation of the Closed Block". The pre-tax contribution from
the closed block is reported as a single line item of total revenues from
continuing operations. Income tax expense applicable to the closed block, which
will be funded by the closed block, is reflected as a component of income tax
expense. The excess of closed block liabilities over closed block assets at the
funding date represents the total estimated future contribution from the closed
block expected to result from operations attributed to the closed block after
income taxes. The contribution from the closed block will be recognized in
income over the period the policies and contracts in the closed block remain in
force. Management believes that over time the actual cumulative contributions
from the closed block will approximately equal the expected cumulative
contributions, due to the effect of dividend changes. If, over the period the
closed block remains in existence, the actual cumulative contribution from the
closed block is greater
34
<PAGE>
than the expected cumulative contribution from the closed block, only such
expected contribution will be recognized in income, because the excess of the
actual cumulative contribution from the closed block over such expected
cumulative contribution will be paid to closed block policyholders as
additional policyholder dividends. If over such period, the actual cumulative
contribution from the closed block is less than the expected cumulative
contribution from the closed block, only such actual contribution will be
recognized in income; however, dividends could be changed in the future, which
would increase future actual contributions until the actual cumulative
contributions equal the expected cumulative contributions.
Pursuant to the plan of reorganization, Standard Insurance Company will
allocate assets to the closed block in an amount expected to produce cash flows
which, together with anticipated revenues from the policies included in the
closed block, are expected to be sufficient to support certain obligations and
liabilities relating to these policies. The excess of closed block liabilities
over closed block assets at the funding date is equal to the total estimated
future after tax contribution from the closed block. As noted above, the actual
contribution from the closed block will be recognized in income over the period
the policies and contracts in the closed block remain in force.
The cash flows from the assets allocated to the closed block and the
revenues from the closed block policies will be analyzed for adequacy to
fulfill closed block liabilities at least annually. If the actual cumulative
contribution from the closed block is less than the expected cumulative
contribution from the closed block, policyholder dividends would be adjusted
accordingly.
(2) The unaudited pro forma condensed consolidated balance sheet reflects
estimated additional nonrecurring expenses of $2.0 million related to the
demutualization assumed to be incurred as of the date of the unaudited pro
forma condensed consolidated balance sheet. The unaudited pro forma condensed
consolidated statement of income does not reflect such nonrecurring expenses,
since they are reflected as an extraordinary item.
(3) Represents gross proceeds of $320.2 million from the issuance of
13,920,000 shares of common stock at an assumed initial public offering price
of $23.00 per share, the mid-point of the range stated on the cover page of
this prospectus, less an assumed underwriting discount and estimated offering
expenses aggregating $21.1 million.
(4) The number of shares used in the calculation of unaudited pro forma
income per share before extraordinary item are as follows:
<TABLE>
<S> <C>
Shares allocated to eligible members............................ 29,997,490
Less shares allocated to eligible members who receive cash or
policy credits................................................. 11,288,765
----------
Shares issued to eligible members............................... 18,708,725
----------
Shares issued in the offering:
Shares offered in the United States........................... 11,920,000
Shares offered outside the United States...................... 2,000,000
----------
Total shares offered............................................ 13,920,000
----------
Total shares of common stock outstanding........................ 32,628,725
==========
</TABLE>
This number does not include the 2,088,000 shares issuable upon exercise of
the underwriters' option to purchase additional shares as described under
"Underwriting" or an estimated 4,735,836 shares to be reserved for issuance
under Standard's benefit plans. See "Management Compensation--Executive Officer
Compensation--StanCorp Stock Incentive Plan" and "Management Compensation--
Stock Options to Be Granted--StanCorp Share Purchase Plan".
35
<PAGE>
Assuming an initial public offering price of $23.00 per share, which is the
mid-point of the range stated on the cover page of this prospectus, StanCorp
expects to contribute $259.7 million of the net proceeds to Standard Insurance
Company of which:
. approximately $71.6 million will be used to fund policy credits in
lieu of 3,112,463 allocated shares;
. approximately $2.0 million will be used to make mandatory cash
payments in lieu of 85,033 allocated shares;
. approximately $176.6 million will be used to make other cash
payments to public eligible members in lieu of 7,679,774 allocated
shares; and
. approximately $9.5 million will be used to make other cash payments
to odd-lot eligible members in lieu of 411,495 allocated shares.
The amounts expected to be used to fund the policy credits referred to above
are reflected as an increase in future policy benefits and claims in the
unaudited pro forma condensed consolidated balance sheet. The amounts expected
to be used to make the cash payments referred to above are reflected as a
reduction in cash and cash equivalents in the unaudited pro forma condensed
consolidated balance sheet.
(5) Represents the reclassification of the retained earnings of Standard
Insurance Company to reflect the demutualization as follows:
<TABLE>
<CAPTION>
(Dollars
in millions)
------------
<S> <C>
Historical retained earnings..................................... $765.1
Less net proceeds of initial public offering used to fund policy
credits and cash payments to eligible members................... 259.7
Less additional nonrecurring initial public offering expenses.... 2.0
------
Retained earnings related to eligible members receiving common
stock........................................................... $503.4
======
</TABLE>
36
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following analysis of the consolidated financial condition and results
of operations of Standard should be read in conjunction with "Selected
Consolidated Financial and Operating Data", the consolidated financial
statements and notes thereto included in this Prospectus and "Unaudited Pro
Forma Condensed Consolidated Financial Information". As used in this
Prospectus, "Standard" means, at all times before the effective date of the
plan of reorganization, Standard Insurance Company and its subsidiaries,
collectively, and at all times on and after such date, StanCorp Financial
Group, Inc. and Standard Insurance Company, together with their respective
subsidiaries, collectively.
Background
The consolidated financial condition and results of operations of Standard
for all periods prior to the effective date of the plan of reorganization,
including the years ended December 31, 1998, 1997 and 1996, represent the
financial condition and results of operations of Standard Insurance Company and
its subsidiaries. On the effective date, Standard Insurance Company will become
a wholly owned subsidiary of StanCorp. At December 31, 1998, StanCorp was a
subsidiary of Standard Insurance Company and the financial statements at that
date reflected $1,000 of cash and equity. Management anticipates no further
activity for StanCorp until the effective date.
Standard derives its revenues primarily from premiums, contract charges and
investment income. Premium revenues are derived in part from the sale of long
and short term disability insurance, life and accidental death and
dismemberment insurance, dental insurance and annuities to employers and other
groups, and in part from the sale of life insurance, disability insurance and
annuities to individuals. Contract charges, including asset management fees and
fees for administrative services, are earned on annuities sold to groups and
individuals. Expenses consist primarily of insurance benefits provided,
interest credited on general account liabilities, commissions to agents and
other selling and servicing expenses for the various products sold by Standard
and general business expenses. Standard's profitability depends primarily on:
. the adequacy of its product pricing, which is a function of
competitive conditions as well as management's ability to predict
trends in future benefit payments;
. the adequacy of reserves to meet future policy benefits and
obligations;
. the persistency of its policies and premiums, which determines the
recoverability of the costs incurred in selling a policy;
. the performance of its investment portfolio;
. the maintenance of target interest spreads between its policyholder
crediting rates and its earned investment rates; and
. the impact of legislation and regulation, which can affect
Standard's margins or alter a market segment.
Dependence on Group Insurance
Standard's results of operations have historically depended significantly on
the profitability of its Group Insurance segment, the primary products of which
are long term disability and life insurance. The Group Insurance segment
accounted for 77.0%, 67.7% and 51.2% of Standard's income before Federal income
taxes and extraordinary item for the years ended December 31, 1998, 1997 and
1996, respectively.
As is the case with all long term disability insurers, the profitability of
Standard Insurance Company's long term disability business is subject to
volatility as a result of variations in claims experience from that expected at
the time of underwriting, and the effects of changes in economic conditions,
regulations and interest rates. During the mid-1990's, Standard Insurance
Company's
37
<PAGE>
long term disability morbidity experience deteriorated, especially with respect
to health care and legal professional groups, reducing the profitability of
this block of long term disability business. Management believes this
deterioration paralleled industry experience. In response to this deterioration
in morbidity experience, in 1995 and 1996 management modified underwriting and
claims management practices for the long term disability business, including
reducing maximum benefit and guarantee limits, limiting the "own occupation"
definition of disability (e.g., eliminating the "own specialty" definition) and
imposing rate increases for certain groups. Management believes these actions
resulted in improved professional morbidity experience and improved
profitability within this product line. See "Risk Factors--Dependence on
Profitability of Long Term Disability Products May Affect Overall
Profitability".
In 1996 and 1997, Standard Insurance Company's large group claims
experience, which had historically been profitable, was adversely affected by
unusual claims experience for a few large groups. In response, management
increased the renewal rates on these groups. Management believes that these
increased rates led to improved long term disability profitability as Standard
progressed through the 1998 policy renewal cycle. Policy terminations in this
line also have increased during the same period, which management believes is
partially a result of the increased renewal rates.
Standard has taken a number of steps to manage its exposure to volatility in
its long term disability business. In 1991, it began to pursue geographic
expansion of its group insurance business, which was previously concentrated in
the Western region. As a result, group premiums for 1998 were well diversified,
with 50% from the Western region, 25% from the Central region, and 25% from the
Eastern region, compared to the 1991 distribution of 79% from the Western
region, 19% from the Central region, and 2% from the Eastern region. Its group
disability and life blocks of business are also well diversified among
industries and job classifications. In addition, Standard Insurance Company
analyzes its long term disability experience on a regular basis providing for
timely modification of underwriting and pricing standards. Standard Insurance
Company's group insurance policies are generally one to three year contracts
that allow for periodic premium rate adjustments.
Standard Insurance Company's group life business has provided
diversification to the Group Insurance segment's profitability, particularly
during recent years. Increases in group life new premiums combined with
unusually favorable group life claims experience in 1997 and 1998 have
contributed to the Group Insurance segment's overall favorable performance in
those periods. Group life insurance accounted for approximately 50% of the
income before Federal income taxes and extraordinary item for the segment for
the years ended December 31, 1996, 1997 and 1998.
Demutualization
In December 1997, Standard Insurance Company's Board of Directors authorized
management to proceed with the development of the plan of reorganization. On
the effective date of the plan of reorganization, Standard Insurance Company
will convert from a mutual life insurance company to a stock life insurance
company and become a wholly owned subsidiary of StanCorp, which will be
publicly traded. The costs incurred and expensed in 1998 related to
demutualization totaled $6.1 million, and are included in the financial
statements as an extraordinary item. We estimate that another $2.0 million in
demutualization costs will be incurred. Demutualization expenses consist of the
aggregate cost to Standard of engaging independent accounting, actuarial,
compensation, financial, investment banking, legal and other consultants to
advise both Standard and the Department of Consumer and Business Services of
the State of Oregon (the "Department") in the demutualization process and
related matters.
38
<PAGE>
The plan of reorganization requires that Standard Insurance Company
establish and operate a closed block for the benefit of holders of certain
individual insurance policies of Standard Insurance Company. The closed block
is designed to give reasonable assurance to holders of these policies that,
after the effective date, assets will be available to maintain dividend scales
in effect for 1998, if the experience underlying such scales, including the
portfolio interest rate, continues. Management (based on an independent
actuary's opinion) expects the assets allocated to the closed block to produce
cash flows which, together with future revenues from the policies included in
the closed block, will be sufficient to support these policies, including
payment of claims, certain expenses and taxes and continuation of policyholder
dividend scales in effect for 1998, if the experience underlying such dividend
scales, including the portfolio interest rate, continues. In any event, should
the assets remaining in the closed block be insufficient to do so, Standard
Insurance Company remains obligated to satisfy claims on policies included in
the closed block, in accordance with their terms. Unless the Director of the
Department of Consumer and Business Services of the State of Oregon (the
"Director") otherwise consents, the closed block will continue in effect as
long as any policy in the closed block remains in force. The assets, including
the revenue therefrom, allocated to closed block policies will benefit only the
holders of these policies. If, over time, cash flows from the assets allocated
to the closed block and claims experience relating to the closed block are, in
the aggregate, more or less favorable than assumed in establishing the closed
block, total dividends paid to closed block policyholders in the future may be
greater than or less than that which would have been paid to these
policyholders if the dividend scales in effect for 1998 had been continued. Any
excess of cumulative favorable deviations for closed block policies over
unfavorable deviations will be available for distribution over time to closed
block policyholders and will not be available to shareholders of StanCorp. If
the closed block is not dissolved, its expected life is over 50 years.
The closed block is not expected to affect Standard's net income or its
liquidity after its establishment. The excess of closed block liabilities over
closed block assets at the funding date represents the total estimated future
contributions from the closed block expected to result from operations
attributed to the closed block after income taxes. The contribution from the
closed block will be recognized in income over the period the policies and
contracts in the closed block remain in force. Management believes that over
time the actual cumulative contributions from the closed block will
approximately equal the expected cumulative contributions, due to the effect of
dividend changes. If, over the period the closed block remains in existence,
the actual cumulative contribution from the closed block is greater than the
expected cumulative contribution from the closed block, only such expected
contribution will be recognized in income, because the excess of the actual
cumulative contribution from the closed block over such expected cumulative
contribution will be paid to closed block policyholders as additional
policyholder dividends. If over such period, the actual cumulative contribution
from the closed block is less than the expected cumulative contribution from
the closed block, only such actual contribution will be recognized in income;
however, dividends could be changed in the future, which would increase future
actual contributions until the actual cumulative contributions equal the
expected cumulative contributions.
Consolidated Results of Operations for the Years Ended December 31, 1998, 1997
and 1996
Premiums
Premiums, which include policy and contract charges, increased by $65.7
million, or 8.0%, to $890.9 million in 1998 from $825.2 million in 1997, and by
$80.0 million, or 10.7%, in 1997 from $745.2 million in 1996. The increases
resulted primarily from growth in the group insurance business, resulting in
increased premiums of $67.4 million in 1998 and $87.7 million in 1997,
partially offset by a decline in individual insurance premiums of $4.5 million
in 1998 and $8.6 million in 1997.
39
<PAGE>
Net Investment Income
Net investment income increased by $19.9 million, or 6.6%, to $323.1 million
in 1998 from $303.2 million in 1997. This increase was the result of a 7.9%
increase in average invested assets from $3.8 billion in 1997 to $4.1 billion
in 1998, partially offset by a decrease in net investment yield. The net
investment yield declined to 7.95% in 1998 from 8.01% in 1997. The statutory
net investment yield declined to 8.11% in 1998 from 8.27% in 1997.
Net investment income increased by $18.0 million, or 6.3%, to $303.2 million
in 1997 from $285.2 million in 1996. This increase was the result of an 8.6%
increase in average invested assets from $3.5 billion in 1996 to $3.8 billion
in 1997, partially offset by a decrease in net investment yield. The net
investment yield declined to 8.01% in 1997 from 8.03% in 1996. The statutory
net investment yield declined to 8.27% in 1997 from 8.37% in 1996.
The decreases in yields from 1996 to 1998 were due to a decreasing interest
rate environment, which may or may not continue in the future.
Net Realized Investment Gains
Net realized investment gains were $11.6 million in 1998 compared to $11.8
million in 1997 and $15.3 million in 1996. Net realized gains and losses occur
primarily as a result of dispositions of Standard's invested assets in the
regular course of investment management. In 1998, 1997 and 1996, the sale of
real estate holdings contributed $6.0 million, $6.3 million and $13.8 million,
respectively, to net realized investment gains.
Other Revenue
Other revenue increased by $0.8 million to $6.9 million in 1998, from $6.1
million in 1997. The increase resulted primarily from commissions, expenses and
reserve adjustments related to reinsurance contracts. Other revenue increased
by $1.7 million in 1997 from $4.4 million in 1996 primarily due to an increase
of $1.2 million in fees for administrative services on long term disability
contracts and a $0.4 million increase in consideration for annuity contracts
not involving life contingencies.
Policyholder Benefits
Policyholder benefits, including policyholder dividends and interest paid on
policyholder funds, increased by $44.7 million, or 5.4%, to $877.0 million in
1998 from $832.3 million in 1997. The increase was $50.0 million, or 6.4%, in
1997 from $782.3 million in 1996. The increase for both periods primarily
related to the growth in group insurance business resulting in higher premiums
for that business of 9.4% in 1998 and 13.9% in 1997. Additionally, group
insurance benefit ratios improved to 85.0% for 1998 from 87.2% for 1997 and
89.3% for 1996. The improvement in the benefit ratios resulted from
modifications in underwriting practices, increased renewal rates and improved
claims experience. See "--Dependence on Group Insurance."
Operating Expenses
Operating expenses, including state and local taxes, commissions and the net
increase in deferred policy acquisition costs, increased by $28.2 million, or
12.9%, to $246.9 million in 1998 from $218.7 million in 1997. This growth
primarily related to premium growth of 8.0% and a $3.7 million increase in
state and local taxes for the same period. State and local taxes consist
primarily of premium taxes, which change based on sales level and mix of
business. The remaining increase was due, in part, to $7.6 million in expenses
for Year 2000 computer system remediation and replacement. Management believes
that the analysis of operating expenses is distorted by inclusion of Year 2000
related costs and that excluding these costs provides a more meaningful basis
for analyzing trends in operating expenses. When adjusted for Year 2000 related
costs, operating expenses increased $24.3 million, or 11.3%, to $239.3 million
in 1998 from $215.0 million in 1997.
40
<PAGE>
Operating expenses increased $26.5 million, or 13.8%, to $218.7 million in
1997 from $192.2 million in 1996. When adjusted for Year 2000 costs, expenses
increased $24.1 million, or 12.6%, in 1997. These increases primarily related
to premium growth of 10.7% in 1997.
In designing its approach to Year 2000 remedies, in many cases management
has opted for system replacements in lieu of system remediation. This has
effectively accelerated system replacements into late 1997 and throughout 1998,
such that management expects system replacements in 1999 and 2000 to be less
than they would have been had the acceleration not occurred. And although not
readily estimable, management expects efficiencies and cost savings in future
years from the replaced systems. In addition, beginning in 1999 Standard will
capitalize and amortize certain computer software application development and
purchase costs in accordance with Statement of Position 98-1, "Accounting for
the Costs of Computer Software Developed or Obtained for Internal Use". All
such costs are currently expensed as incurred.
The following table sets forth operating expenses adjusted for costs related
to Year 2000 remediation and system replacement:
Adjusted Operating Expenses
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------
1998 1997 1996
------- ------- -------
(in millions)
<S> <C> <C> <C>
Total operating expenses............................. $ 246.9 $ 218.7 $ 192.2
Year 2000 remediation costs.......................... (1.1) (0.2) --
Year 2000 system replacement costs................... (6.5) (3.5) (1.3)
------- ------- -------
Total adjusted operating expenses.................... $ 239.3 $ 215.0 $ 190.9
======= ======= =======
</TABLE>
Federal Income Taxes
The provisions for Federal income taxes differ from the amounts calculated
at the Federal corporate tax rate primarily due to nontaxable investment
income, amounts provided for uncertainties, and adjustments to amounts provided
in prior years. The amounts provided for uncertainties and adjustments to
amounts provided in prior years primarily reflect uncertainties related to the
use of estimates and the change in Standard's Federal income tax filing status
effective for the 1994 tax year, and the subsequent resolution of those
uncertainties. Standard also has provided for contingencies that may arise
related to its tax filing status for 1995 through 1998. Resolution of the
uncertainties provided for in 1995 through 1998 will occur when amounts
provided on an estimated basis are known or on closure of the tax year due to
audit or the running of the statute of limitations (generally three years after
the tax return filing date). As a result of the reorganization, we anticipate
no future provisions for the tax filing status uncertainty beginning in 1999.
The effective Federal income tax rates for 1998, 1997 and 1996 were 30.4%,
33.1% and 37.8%, respectively, compared to the Federal corporate tax rate for
the same years of 35.0%. The 1998 effective tax rate is less than the Federal
corporate tax rate due to an adjustment of $4.4 million related to the
resolution of uncertainties provided for in 1994, as these uncertainties were
resolved. The 1996 effective rate exceeded the Federal corporate tax rate due
to a provision for uncertainties provided in that year of $3.3 million. See
Note 8 to "Notes to Consolidated Financial Statements" included in this
prospectus.
Income Before Extraordinary Item
Income before extraordinary item increased $11.8 million, or 18.5%, to $75.6
million in 1998 from $63.8 million in 1997. The increase for 1997 was $16.8
million, or 35.7%, from $47.0 million in 1996.
41
<PAGE>
Selected Segment Information
The following table sets forth selected segment information for the periods
indicated:
Selected Segment Information
<TABLE>
<CAPTION>
At or for Year Ended December 31,
-----------------------------------
1998 1997 1996
----------- ----------- -----------
(in millions)
<S> <C> <C> <C>
Revenues:
Group Insurance segment.................. $ 933.1 $ 851.9 $ 743.0
Retirement Plans segment................. 69.1 66.0 70.4
Individual Insurance segment............. 222.7 222.2 228.3
Other.................................... 7.6 6.2 8.4
----------- ----------- -----------
Total revenues......................... $ 1,232.5 $ 1,146.3 $ 1,050.1
=========== =========== ===========
Income before Federal income taxes and ex-
traordinary item:
Group Insurance segment.................. $ 83.6 $ 64.5 $ 38.7
Retirement Plans segment................. 0.4 1.1 4.5
Individual Insurance segment............. 19.2 24.2 21.5
Other.................................... 5.4 5.5 10.9
----------- ----------- -----------
Total income before Federal income
taxes and extraordinary item.......... $ 108.6 $ 95.3 $ 75.6
=========== =========== ===========
Reserves: (1)
Group Insurance segment.................. $ 1,398.5 $ 1,251.3 $ 1,087.3
Retirement Plans segment................. 651.2 637.7 648.9
Individual Insurance segment............. 1,471.0 1,431.7 1,389.6
----------- ----------- -----------
Total reserves......................... $ 3,520.7 $ 3,320.7 $ 3,125.8
=========== =========== ===========
</TABLE>
- --------
(1) Reserves are comprised of future policy benefits and claims and other
policyholder funds.
Group Insurance Segment
The Group Insurance segment sells long and short term disability, life,
accidental death and dismemberment and dental insurance. As the largest of
Standard's three segments, group insurance premiums accounted for 88.1%, 86.9%
and 84.5% of Standard's total premiums for the years ended December 31, 1998,
1997 and 1996, respectively.
42
<PAGE>
The following table sets forth selected financial data for Standard's Group
Insurance segment for the periods indicated:
Group Insurance Segment
<TABLE>
<CAPTION>
At or for Year Ended December 31,
-------------------------------------
1998 1997 1996
----------- ----------- -----------
(Dollars in millions, except as
indicated)
<S> <C> <C> <C>
Revenues:
Premiums............................. $ 784.5 $ 717.1 $ 629.4
Net investment income................ 143.7 131.4 113.9
Net realized investment gains
(losses)............................ 2.5 1.0 (1.3)
Other................................ 2.4 2.4 1.0
----------- ----------- -----------
Total revenues..................... 933.1 851.9 743.0
----------- ----------- -----------
Benefits and expenses:
Policyholder benefits................ 666.5 625.5 561.8
Operating expenses................... 183.0 161.9 142.5
----------- ----------- -----------
Total benefits and expenses........ 849.5 787.4 704.3
----------- ----------- -----------
Income before Federal income taxes and
extraordinary item.................... $ 83.6 $ 64.5 $ 38.7
=========== =========== ===========
Benefit ratio (% of premiums).......... 85.0% 87.2% 89.3%
Operating expense ratio (% of
premiums)............................. 23.3 22.6 22.6
Persistency (% of premiums)............ 84.8 86.1 84.1
Life insurance in force (billions)..... $ 81.0 $ 74.8 $ 67.4
</TABLE>
Group Insurance Segment Results of Operation for the Years Ended December 31,
1998, 1997 and 1996
Premiums increased by $67.4 million, or 9.4%, to $784.5 million in 1998 from
$717.1 million in 1997, and by $87.7 million, or 13.9%, in 1997 from $629.4
million in 1996. When adjusted for the discontinuance of medical stop loss
sales in 1997, the 1998 and 1997 growth rates were 9.9% and 14.8%,
respectively. The majority of the premium growth, approximately two-thirds for
the periods presented, related to group accident and health insurance lines,
primarily long term disability insurance, with the remainder being primarily
attributable to group life insurance. The persistency rate decreased to 84.8%
in 1998 from 86.1% in 1997, primarily resulting from terminations due to
increased renewal rates implemented in late 1997. The 1996 persistency rate was
84.1%. Group life insurance in force at December 31, 1998, 1997 and 1996 was
$81.0 billion, $74.8 billion and $67.4 billion, respectively.
Policyholder benefits increased by $41.0 million, or 6.6%, to $666.5 million
in 1998 from $625.5 million in 1998, and by $63.7 million, or 11.3%, in 1997
from $561.8 million in 1996. The increase in policyholder benefits for all
three years was partially related to the growth in premiums. Additionally,
policyholder benefits for 1997 and 1996 were negatively impacted by adverse
claims experience on long term disability business, which accounted for $39.1
million and $61.4 million of the increase in policyholder benefits in 1997 and
1996, respectively. The poor claims experience in 1996 primarily resulted from
poor morbidity experience for a few large long term disability cases. In
response, management increased renewal rates on these cases. In 1997, Standard
again experienced unfavorable loss experience for selected large cases, and
further increased rates on these cases. Partially offsetting poor long term
disability claims experience in 1997 was favorable claims experience on group
life insurance business. The 1998 benefit ratio for this segment improved to
85.0% from 87.2% in 1997 and 89.3% in 1996. The improvement in the benefit
ratios resulted from modifications in underwriting practices, increased renewal
rates and improved claims experience. See "--Dependence on Group Insurance".
43
<PAGE>
Operating expenses increased by $21.1 million, or 13.0%, to $183.0 million
in 1998 from $161.9 million in 1997, and by $19.4 million, or 13.6%, in 1997
from $142.5 million in 1996. The increases were due in part to premium growth
of 9.4% and 13.9% for the same periods, a $3.9 million increase in state and
local taxes in 1998, and in part to Year 2000 computer system remediation and
replacement expenses of $2.4 million in 1998 and $0.2 million in 1997. State
and local taxes consist primarily of premium taxes, which change based on sales
level and mix of business. Standard began incurring Year 2000 costs in this
segment in 1997. The operating expense ratios for the years ended December 31,
1998, 1997 and 1996 were 23.3%, 22.6% and 22.6%, respectively.
Income before Federal income taxes and extraordinary item for the segment
increased by $19.1 million, or 29.6%, to $83.6 million in 1998 from $64.5
million in 1997, and by $25.8 million, or 66.7%, in 1997 from $38.7 million in
1996. The 1996 results were substantially affected by unfavorable long term
disability morbidity experience as discussed above.
Retirement Plans Segment
The Retirement Plans segment offers full-service 401(k) and other pension
plan products and services. Standard earns fees based upon administrative
services provided and assets managed, as well as an interest rate spread on the
assets held in the general account. Assets under management for this segment
have increased from $736.8 million at December 31, 1994 to $1.3 billion at
December 31, 1998. Standard's separate account business represents the largest
portion of this growth, with separate account assets increasing from $105.2
million at December 31, 1994 to $668.5 million at December 31, 1998.
The following table sets forth selected financial data for Standard's
Retirement Plans segment for the periods indicated:
Retirement Plans Segment
<TABLE>
<CAPTION>
At or for Year Ended December 31,
-------------------------------------
1998 1997 1996
----------- ----------- -----------
(Dollars in millions)
<S> <C> <C> <C>
Revenues:
Premiums............................... $ 14.0 $ 11.2 $ 10.3
Net investment income.................. 54.0 54.3 58.7
Net realized investment gains.......... 1.1 0.8 1.6
Other.................................. -- (0.3) (0.2)
----------- ----------- ---------
Total revenues....................... 69.1 66.0 70.4
----------- ----------- ---------
Benefits and Expenses:
Policyholder benefits.................. 46.6 47.0 50.9
Operating expenses..................... 22.1 17.9 15.0
----------- ----------- ---------
Total benefits and expenses.......... 68.7 64.9 65.9
----------- ----------- ---------
Income before Federal income taxes and
extraordinary item...................... $ 0.4 $ 1.1 $ 4.5
=========== =========== =========
Operating expense ratio (% of total
revenues)............................... 32.0% 27.1% 21.3%
Assets under management:
General account........................ $ 631.3 $ 637.7 $ 649.0
Separate account....................... 668.5 483.3 322.8
----------- ----------- ---------
Total................................ $ 1,299.8 $ 1,121.0 $ 971.8
=========== =========== =========
</TABLE>
44
<PAGE>
Retirement Plans Segment Results of Operations for the Years Ended December
31, 1998, 1997, and 1996
Revenues are derived from premiums, which consist of charges for
administrative services on assets managed in both the general account and
separate account, and interest income on assets managed in the general account.
Premiums increased by $2.8 million, or 25.0%, to $14.0 million for 1998 from
$11.2 million for 1997, and by $0.9 million, or 8.7%, in 1997 from $10.3
million in 1996. The increases for both years result primarily from the growth
in assets under management. Net investment income remained stable for 1998
compared to 1997. Net investment income decreased by $4.4 million, or 7.5%, to
$54.3 million in 1997 from $58.7 million in 1996. The 1997 decline in net
investment income was due primarily to a decline in net investment yield and a
1.7% decrease in assets under management in the general account.
Policyholder benefits, which includes interest credited to policyholders,
remained relatively constant at $46.6 million and $47.0 million for 1998 and
1997, respectively. Policyholder benefits decreased by $3.9 million, or 7.7%,
in 1997 from $50.9 million in 1996, consistent with the 1997 decline in net
investment income, as a result of interest rate spread management. The
profitability of the Retirement Plans segment is, in part, dependent on the
maintenance of targeted interest rate spreads.
Operating expenses increased by $4.2 million, or 23.5%, to $22.1 million for
1998 from $17.9 million in 1997, and by $2.9 million, or 19.3%, in 1997 from
$15.0 million in 1996. The operating expense ratios were 32.0%, 27.1%, and
21.3%, for 1998, 1997 and 1996, respectively. The primary factor contributing
to the increase in operating expenses from 1996 to 1998 relates to staff
additions associated with the administration of contracts. The Retirement Plans
segment currently administers contracts under two methodologies: traditional
plans, which allow quarterly investment directives by the employers and
participants, and daily plans, which allow daily investment directives.
Management believes that daily plans are more attractive to customers and that
administering both types of plans is inefficient and requires more personnel
than would be required if only one type of plan were offered. Accordingly,
management has decided to discontinue the traditional business. Management
intends to convert all traditional plans to daily plans or discontinue these
plans by December 31, 1999. Management has developed an aggressive conversion
schedule to meet this target and has increased its staffing accordingly.
Approximately 40 plans were converted in 1997, and approximately 200 plans were
converted in 1998. Although the efficiencies and cost savings of the transition
cannot be readily estimated, management believes future expense savings will
occur. To support these administrative processes, staff head count for the
administration area since conversion began has increased at a compound annual
rate of approximately 22.2%.
Also contributing to the increase in operating expenses for 1998 compared to
1997 was a reallocation of expenses from the individual annuity line of
business of approximately $1.6 million and Year 2000 computer system
remediation and replacement expenses of approximately $0.7 million. The cost
reallocation was based on a study of shared costs between the two lines of
business. No Year 2000 costs were incurred in 1997 and 1996.
Income before Federal income taxes and extraordinary item for the Retirement
Plans segment in 1998 was $0.4 million, compared to $1.1 million in 1997 and
$4.5 million in 1996.
Individual Insurance Segment
The Individual Insurance segment sells life insurance, disability insurance,
individual annuities and other insurance products to individuals. For the
individual insurance market, a growing number of consumers are now reaching 45
years of age or older and changing their focus from loss avoidance to asset
accumulation. A strong stock market has increased competition from investments
other than traditional individual life insurance and fixed annuities.
Management believes the Individual Insurance segment will continue to provide
stability and diversification of earnings for Standard. The following
45
<PAGE>
table sets forth selected financial data for Standard's Individual Insurance
segment for the periods indicated:
Individual Insurance Segment
<TABLE>
<CAPTION>
At or for Year Ended
December 31,
----------------------
1998 1997 1996
------ ------ ------
(Dollars in
millions, except as
indicated)
<S> <C> <C> <C>
Revenues:
Premiums............................................ $ 92.4 $ 96.9 $105.5
Net investment income............................... 124.0 119.8 117.4
Net realized investment gains....................... 1.8 1.7 1.8
Other............................................... 4.5 3.8 3.6
------ ------ ------
Total revenues.................................... 222.7 222.2 228.3
------ ------ ------
Benefits and expenses:
Policyholder benefits............................... 163.9 159.8 169.5
Operating expenses.................................. 39.6 38.2 37.3
------ ------ ------
Total benefits and expenses....................... 203.5 198.0 206.8
------ ------ ------
Income before Federal income taxes and extraordinary
item................................................. $ 19.2 $ 24.2 $ 21.5
====== ====== ======
Operating expense ratio (% of premiums)............... 42.9% 39.4% 35.4%
Persistency (% of premiums)........................... 89.5 90.9 90.5
Life insurance in force (billions).................... $ 8.0 $ 7.7 $ 7.6
</TABLE>
Individual Insurance Segment Results of Operations for the Years Ended
December 31, 1998, 1997 and 1996
Premiums decreased by $4.5 million, or 4.6%, to $92.4 million for 1998 from
$96.9 million for 1997, and by $8.6 million, or 8.2%, in 1997 from $105.5
million in 1996. The decreasing trend in premiums is due to increased
competition and investment alternatives, coupled with declining demand across
the life insurance industry for the types of individual insurance products that
Standard offers. Persistency rates for individual insurance were 89.5%, 90.9%
and 90.5% for 1998, 1997 and 1996, respectively. Life insurance in force at
December 31, 1998 was $8.0 billion, compared to $7.7 billion and $7.6 billion
at the end of 1997 and 1996, respectively.
Policyholder benefits increased by $4.1 million, or 2.6%, to $163.9 million
in 1998 from $159.8 million in 1997, and decreased by $9.7 million, or 5.7%, in
1997 from $169.5 million in 1996. In 1997, we experienced unusually favorable
life claims experience. In 1998, life claims returned to a more normal level.
Operating expenses increased by $1.4 million, or 3.7%, to $39.6 million for
1998 from $38.2 million for 1997, and by $0.9 million, or 2.4%, in 1997 from
$37.3 million in 1996. Operating expenses include $4.5 million, $3.5 million
and $1.3 million for 1998, 1997 and 1996, respectively, related to Year 2000
computer system remediation and replacement expenses. The largest such expense
is related to implementation of a new administration system, which management
believes will result in future expense savings as well as solve certain Year
2000 issues. Offsetting the 1998 increase in operating expenses was a
reallocation of approximately $1.6 million of shared expenses to the Retirement
Plans segment. The operating expense ratios for 1998, 1997 and 1996 were 42.9%,
39.4% and 35.4%, respectively.
Income before Federal income taxes and extraordinary item for the Individual
Insurance segment was $19.2 million, $24.2 million and $21.5 million for 1998,
1997 and 1996, respectively.
46
<PAGE>
Other
Other includes primarily Standard's mortgage lending and real estate
management subsidiaries and real estate investments. Income before Federal
income taxes and extraordinary item for the years ended December 31, 1998, 1997
and 1996 was $5.4 million, $5.5 million and $10.9 million, respectively. The
income primarily related to the sale of real estate holdings, resulting in net
realized investment gains of $6.2 million, $8.3 million and $13.1 million for
the years ended December 31, 1998, 1997 and 1996, respectively.
Liquidity and Capital Resources
StanCorp
Following the effective date of the plan of reorganization, Standard
Insurance Company will become a wholly owned subsidiary and the principal asset
of StanCorp. StanCorp's ability to pay dividends to its shareholders and meet
its obligations, including operating expenses, primarily depends upon the
receipt of dividends from Standard Insurance Company. In the future, dividends
from the non-insurance subsidiaries also may become significant sources of
funds for StanCorp. In addition, StanCorp expects to retain at least $25.0
million from the proceeds of the offering at the holding company level, which
will be available to pay dividends to shareholders and to meet its other
obligations. StanCorp may have available to it a $100.0 million revolving line
of credit pursuant to a credit agreement that is expected to be entered into by
Standard Insurance Company by the completion of the offering and which may be
assumed by StanCorp following the effective date of the plan of reorganization.
Under the credit agreement, StanCorp and Standard Insurance Company are
expected to be subject to customary covenants, including limitations on
indebtedness, minimum retained earnings and minimum claims paying ability
ratings. Such covenants could have the effect of limiting StanCorp's ability to
pay dividends on the common stock.
Standard Insurance Company's ability to pay dividends to StanCorp is
regulated under Oregon law. Under Oregon law, Standard Insurance Company may
pay dividends only from the earned surplus arising from its business. It also
must receive the prior approval of the Director to pay a dividend, if such
dividend would exceed certain statutory limitations. The current statutory
limitation is the greater of (a) 10% of Standard Insurance Company's combined
capital and surplus as of December 31 of the preceding year and (b) the net
gain from operations after dividends to policyholders and Federal income taxes
and before capital gains or losses for the twelve-month period ending on the
December 31 last preceding, in each case determined under statutory accounting
practices. Oregon law gives the Director broad discretion to disapprove
requests for dividends in excess of these limits. Based on its statutory
results, Standard Insurance Company will be permitted to pay $93.9 million in
dividends to StanCorp in 1999 without obtaining the Director's approval, and
would have been permitted to pay $38.7 million, $26.5 million and $56.7 million
in 1998, 1997 and 1996, respectively, without obtaining the Director's
approval.
The foregoing limitations on dividends would not apply to any dividends to
StanCorp from the non-insurance subsidiaries. Combined net income of the non-
insurance subsidiaries, before elimination of intercompany amounts, was $4.8
million, $4.9 million and $3.5 million in 1998, 1997 and 1996, respectively.
The dividend limitation is based on statutory financial results. Statutory
accounting practices differ in certain respects from accounting policies used
in financial statements prepared in accordance with GAAP. The significant
differences relate to deferred policy acquisition costs, deferred income taxes,
non-admitted asset balances, required investment reserves and reserve
calculation assumptions. The most significant differences are discussed further
below. See Note 13 to "Notes to Consolidated Financial Statements" included in
this prospectus for a reconciliation of differences between statutory and GAAP
financial results.
47
<PAGE>
For statutory purposes, policy acquisition costs are charged to current
operations. For GAAP, the costs of acquiring new business, which vary with and
are directly related to the production of new business, are deferred to the
extent that the costs are deemed recoverable from future premiums.
Statutory accounting does not allow the recording of deferred income taxes,
whereas GAAP requires such recording. The effect of providing deferred income
taxes is to reduce the volatility of GAAP earnings and more closely align the
recognition of tax expense with reported earnings. Standard Insurance Company
qualifies as a nonlife insurance company as defined by the U.S. Internal
Revenue Code of 1986, as amended, and is taxed as a property and casualty
company. As such, Standard is not subject to the mutual company equity add-on
tax, but is subject to property and casualty provisions such as limitations
imposed on the deduction of unearned premium reserves. These limitations
generally affect the timing of recognition of events for Federal income tax
purposes.
Statutory reserves for life and disability policies and contracts are based
on statutory requirements. For GAAP purposes, Standard Insurance Company's
experience, with provision for the risk of adverse deviation, is used to
determine the reserves it will establish. Thus, GAAP reserves may be more or
less than the statutory reserves.
To the extent that statutory financial results are negatively impacted by
the effects of statutory accounting practices that differ from GAAP, the
dividend limitation will be more restrictive.
StanCorp's relationship with its subsidiaries, as well as the relationships
among the subsidiaries, will be generally governed by a series of agreements to
be entered into in connection with the demutualization. Additionally,
management intends to institute tax sharing and expense allocation agreements
among StanCorp and its subsidiaries. Such agreements will establish the method
of allocating the consolidated Federal income tax liability and expenses among
the companies.
Based on Standard's historic cash flow and current financial results,
management believes that the cash flow from Standard's operating activities,
together with the proceeds of the offering to be retained by StanCorp and the
availability of a line of credit to be entered into prior to consummation of
the offering, will be sufficient to enable StanCorp to make dividend payments,
as described in "Stockholder Dividends", and pay operating expenses and other
obligations over at least the next three years.
Standard
Operating Cash Flows. Operating cash inflows consist primarily of premiums
and annuity deposits. Operating cash outflows consist primarily of benefits to
policyholders and beneficiaries, operating expenses, commissions and taxes.
Cash outflows also include payments for policy and contract surrenders and
withdrawals.
Standard's cash flow from operations decreased $12.8 million, or 5.3%, to
$226.6 million in 1998 from $239.4 million in 1997, and increased by $16.6
million, or 7.5%, in 1997 from $222.8 million in 1996. At December 31, 1998,
Standard had cash and cash equivalents totaling $60.4 million.
Future policy benefits and claims are liabilities of Standard as of the
balance sheet date and, as such, are not reflected in current cash flows. These
liabilities will be reflected in cash outflows as the underlying claims are
paid. In order to ensure that obligations will be met when due, Standard uses
asset/liability cash flow management techniques that take into consideration
total investment return requirements, asset and liability duration, risk
tolerance and cash flow requirements. In the event that subsequent experience
differs from earlier assumptions, maturing liabilities and maturing investment
assets may no longer be matched to the degree originally anticipated, placing
unanticipated demands on cash flow and liquidity. Management closely monitors
the general account for asset/liability matching and investment portfolio
durations are rebalanced as necessary.
48
<PAGE>
Standard Insurance Company's liquidity needs vary by product line. Factors
that affect each product line's relative liquidity needs include, but are not
limited to, interest rate levels, customer size and sophistication, termination
and surrender charges, Federal income taxes, specifics of benefit payments and
level of underwriting risk.
Interest rate fluctuations can affect the duration of Standard Insurance
Company's contractual obligations as well as the value and duration of the
assets supporting these obligations and expose Standard Insurance Company to
disintermediation risk. See "Risk Factors--Increasing Interest Rates May Cause
Increased Policy Loans, Surrenders and Withdrawals; Declining Interest Rates
May Lead to Prepayments and Redemptions". In addition, cash outflows from
surrenders and withdrawals may be affected by the financial strength and claims
paying ability ratings of Standard Insurance Company, events in the insurance
industry that affect policyholders' or contractholders' confidence, and
competition from alternative financial products which may be perceived as
providing better investment returns or other desirable features.
Standard Insurance Company's vulnerability to disintermediation risk is
mitigated because a substantial portion of its policyholder reserves and
deposit fund liabilities are reserves for long term disability and individual
disability insurance, which are not subject to discretionary withdrawal. At
December 31, 1998, $1.1 billion, or approximately 31.4%, of Standard Insurance
Company's total policyholder reserves and deposit fund liabilities were
comprised of reserves for group and individual accident and health insurance,
primarily for long term disability products. In addition, at December 31, 1998,
an additional $911.0 million, or approximately 25.9%, of total policyholder
reserves and deposit fund liabilities, comprised primarily of group and
individual term life insurance reserves, claims liabilities and annuity
deposits, were not subject to discretionary withdrawal.
With respect to Standard Insurance Company's products that are subject to
discretionary withdrawal, which are primarily individual whole life, universal
life and individual and group annuities, Standard Insurance Company manages
liquidity and asset/liability risk through a combination of product features
and investment portfolio management techniques. Product features designed to
manage such risk include surrender and withdrawal charges, market value
adjustment features and products, such as universal life, that permit credited
interest to be adjusted as market interest rates change. In addition, Standard
Insurance Company utilizes investment portfolio management techniques designed
to maintain an investment portfolio with sufficient liquidity to pay current
obligations under a variety of economic conditions while maintaining an
appropriate relationship between the duration of its assets and the duration of
its liabilities.
The following table sets forth selected liquidity characteristics for
policyholder reserves and deposit fund liabilities:
Policyholder Reserves and Deposit Fund Liabilities--
Liquidity Characteristics
<TABLE>
<CAPTION>
At December 31,
----------------------------------------------
1998 1997 1996
-------------- -------------- --------------
% of % of % of
Amount Total Amount Total Amount Total
-------- ----- -------- ----- -------- -----
(Dollars in millions)
<S> <C> <C> <C> <C> <C> <C>
Subject to Discretionary
Withdrawal:
At fund balance or with market
value adjustment or surrender
charge of less than 5%....... $ 709.0 20.1% $ 720.6 21.7% $ 700.7 22.4%
At fund balance, with market
value adjustment or surrender
charge of 5% or more......... 603.9 17.2 587.6 17.7 604.4 19.3
-------- ----- -------- ----- -------- -----
Total subject to
discretionary withdrawal.... 1,312.9 37.3 1,308.2 39.4 1,305.1 41.7
Not Subject to Withdrawal..... 2,207.8 62.7 2,012.5 60.6 1,820.7 58.3
-------- ----- -------- ----- -------- -----
Total........................ $3,520.7 100.0% $3,320.7 100.0% $3,125.8 100.0%
======== ===== ======== ===== ======== =====
</TABLE>
49
<PAGE>
Investing Cash Flows. Investing cash inflows consist primarily of investment
income and the proceeds from sales or maturities of investments. Investing cash
outflows consist primarily of payments for investments acquired. Since future
benefit payments are primarily intermediate and long-term obligations,
Standard's investments are predominantly intermediate and long-term, fixed-rate
instruments, such as fixed maturity securities and mortgage loans, which are
expected to provide sufficient cash flow to cover these obligations. The nature
and quality of various types of investments purchased by Standard must comply
with statutes and regulations imposed by Oregon and other states in which
Standard Insurance Company is licensed.
It is management's objective to generally align the cash flow
characteristics of assets and liabilities to ensure that Standard's financial
obligations can be met under a wide variety of economic conditions. Most of
Standard Insurance Company's policy liabilities result from participating
individual life insurance products and other life insurance and annuity
products on which interest rates can be adjusted periodically, long term
disability reserves, which have proven to be very stable over time, and
separate account products. Annual cash flow scenario testing is employed to
assess interest rate risk and to permit Standard's investment policy to be
modified whenever necessary to address changing economic environments. See "--
Interest Rate Risk Management". Management believes that historically its
liquidity, capital resources and results of operations have not been materially
affected by any failure to align the cash flow characteristics of Standard's
assets and liabilities.
The carrying value of Standard's general account invested assets at December
31, 1998 was $4.2 billion. At December 31, 1998, investment securities
constituted $2.2 billion, or 52.7% of general account invested assets, of which
$2.0 billion, or 92.1%, were publicly traded. Of Standard's fixed maturity
securities, based on amortized cost, 85.1% were assigned National Association
of Insurance Commissioners ("NAIC") designation 1, which is equivalent to a
Standard & Poor's rating of A or higher, and 14.4% were assigned NAIC
designation 2, which is equivalent to a Standard & Poor's rating of BBB through
BBB+, at December 31, 1998. Net unrealized gains on Standard's investment
securities were $117.6 million at December 31, 1998.
Standard's mortgage loans comprised 40.7% of total general account invested
assets at December 31, 1998. Standard Insurance Company's large block of
disability reserves cannot be withdrawn by policyholders or claimants and claim
payments are issued monthly over periods that may extend for many years. This
holding of long-term reserves makes it possible for Standard Insurance Company
to allocate a greater portion of its assets to long-term commercial mortgage
loans than many other life insurance companies. The delinquency and loss
performance of Standard Insurance Company's mortgage loan portfolio has
consistently outperformed the life insurance industry averages, as reported by
the ACLI, by wide margins.
In the normal course of business, Standard commits to fund mortgage loans
generally up to 60 days in advance. At December 31, 1998, Standard had
outstanding commitments to fund or acquire various assets, generally mortgage
loans with interest rates ranging from 7.25% to 9.00%, totaling $114.2 million.
Standard's capital expenditures are estimated to be $11.9 million for 1999.
Risk Based Capital. The NAIC has implemented a tool to aid in the assessment
of the statutory capital and surplus of life and health insurers. This tool,
known as Risk Based Capital ("RBC"), augments statutory minimum capital and
surplus requirements. The RBC system employs a risk-based formula that applies
prescribed factors to the various risk elements inherent in an insurer's
business to arrive at minimum capital requirements in proportion to the amount
of risk assumed by the insurer. At December 31, 1998, Standard Insurance
Company's RBC level was significantly above the ranges that would require
corrective action by Standard Insurance Company or regulatory action.
Management believes that RBC levels, without taking into account proceeds from
the offering in excess of those required under the plan of reorganization to be
contributed to Standard Insurance Company, will remain significantly in excess
of RBC thresholds as of the effective date of the plan of reorganization. See
"Business--Regulation--State Insurance Law Regulatory Initiatives".
50
<PAGE>
Financing. Standard currently has available lines of credit with various
institutions totaling $55.0 million. At December 31, 1998, there were no
outstanding borrowings on the lines of credit. Because these lines expire
during the first half of 1999, Standard expects to enter into a new line of
credit totaling $100.0 million.
Interest Rate Risk Management
Standard manages interest rate risk, in part, through asset/liability
duration analyses. As part of this strategy, detailed actuarial models of the
cash flows associated with each type of insurance liability and the financial
assets related to these reserves are generated under various interest rate
scenarios. These actuarial models include those used to support the statutory
Statement of Actuarial Opinion required by insurance regulators. According to
presently accepted actuarial standards of practice, Standard's current reserves
and related items make adequate provision for the anticipated cash flows
required by Standard's contractual obligations and related expenses.
Standard does not use derivatives, such as interest rate swaps, currency
swaps, futures or options, to manage interest rate risk or for speculative
purposes, but may use such instruments to manage interest rate risk in the
future. In the normal course of business, Standard commits to fund mortgage
loans generally up to 60 days in advance.
Standard's financial instruments are exposed to financial market volatility
and potential disruptions in the market that may result in certain financial
instruments becoming less valuable. Standard's primary market risk is interest
rate risk, which exposes Standard's earnings and cash flows and the fair value
of its financial assets to the risk of changes in the level of interest rates.
In accordance with Item 305 of Regulation S-K of the Securities and Exchange
Commission, Standard has analyzed the estimated loss in fair value of certain
market sensitive financial assets held at December 31, 1998, given a
hypothetical ten percent increase in interest rates, and related qualitative
information on how Standard manages interest rate risk.
The interest rate sensitivity analysis is based upon Standard's fixed
maturity securities, mortgage loans and collateral loans held at December 31,
1998. For Standard's fixed maturity securities portfolio, the analysis
estimates the reduction in fair value of the portfolio utilizing a duration-
based analysis that assumes a hypothetical ten percent increase in treasury
rates. For Standard's mortgage and collateral loan portfolios, the analysis
estimates the reduction in fair value by discounting expected cash flows at
theoretical treasury spot rates in effect at December 31, 1998. These analyses
discount cash flows using an average of possible discount rates to provide for
the potential effects of interest rate volatility. These analyses do not
provide for the possibility of non-parallel shifts in the yield curve, which
would involve discount rates for different maturities being increased by
different amounts. The actual decrease in fair value of Standard's financial
assets that would have resulted from a ten percent increase in interest rates
could be significantly different from that estimated by the model. The
hypothetical reduction in the fair value of Standard's financial assets that
results from the model is estimated to be $58.9 million at December 31, 1998.
Year 2000
The Year 2000 issue is the result of computer programs that were written
using two digits rather than four to define the applicable year. Any of
Standard's computer programs that include date sensitive software may recognize
a date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions
and engage in normal business activities.
Based on an assessment, Standard determined a need to modify, upgrade or
replace significant portions of its software so that its computer systems will
function properly beyond December 31,
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1999. Management believes that with modifications to existing software and
hardware and conversions to new software and hardware, the Year 2000 issue will
be mitigated. However, if such modifications and conversions are not made, or
are not completed on a timely basis, the Year 2000 issue could have a material
impact on Standard's business, financial condition and results of operations.
Standard has assessed its computer hardware for Year 2000 readiness. The
hardware is generally compliant, with the exception of a portion of the
personal computer inventory. These personal computers are being replaced in the
normal course of business. In addition, Standard has assessed its non-
information technology systems and has found them to be Year 2000 ready.
Standard has established milestone dates for each of the critical
subprojects that comprise Standard's master Year 2000 plan. These milestone
dates are key events for determining whether the remediation or replacement of
a critical system will be completed successfully and on time. If any milestone
date is missed, Standard automatically commences the development of a
contingency plan that will either remediate or replace the system that the
subproject was designed to bring into compliance. As of December 31, 1998,
milestone dates on only three such subprojects had been missed. In each case,
an existing Standard system that was to be replaced was instead remediated to
resolve the Year 2000 issue. There can be no guarantee that Standard's method
of developing contingency plans or the contingency plans themselves will
prevent the Year 2000 issue from having a material adverse effect on Standard's
business, financial condition and results of operations.
Standard is using both internal and external resources to reprogram, upgrade
or replace and test its software and hardware for Year 2000 readiness. Standard
plans to complete the Year 2000 project for all business-critical applications
no later than June 30, 1999. At that time, management believes, the Year 2000
issue will be mitigated. Based on presently available information, Standard
estimates the total remaining cost at December 31, 1998 of the Year 2000
project to be approximately $2.0 million. These costs are being funded through
operating cash flows and expensed as incurred. Through December 31, 1998,
Standard has incurred and expensed approximately $12.6 million related to
assessment and remediation or replacement in connection with the Year 2000
project.
The costs of the Year 2000 project and the date on which Standard plans to
complete the Year 2000 modifications are based on management's estimates, which
were derived using numerous assumptions regarding future events, including the
continued availability of certain resources, third-party modification plans and
other factors. Actual results could differ materially from these estimates.
Specific factors that might cause such material differences include, but are
not limited to, the availability and cost of personnel trained in this area,
the ability to locate and correct all relevant computer codes, supplier and
large customer compliance and similar uncertainties.
Standard has initiated formal communications with all of its significant
suppliers and large customers to determine the extent to which Standard is
vulnerable to those third parties' failure to remediate their own Year 2000
issues. A majority of Standard's significant suppliers have given assurances
that they are, or will be, Year 2000 compliant by December 31, 1999. Standard
continues to monitor its significant suppliers. If it does not receive adequate
assurances of Year 2000 compliance from its significant suppliers by June 30,
1999, Standard will seek alternative suppliers, if available. Standard has also
received adequate assurances that its major customers that have systems that
connect with Standard's systems are, or will be, Year 2000 compliant by
December 31, 1999. While management believes that it is not at significant risk
that its significant suppliers and large customers will not be Year 2000
compliant, there can be no guarantee that the hardware and software of other
companies, governmental agencies or other entities on which Standard relies
will be converted on a timely basis, or that a failure to convert by another
entity, or a conversion that is incompatible with Standard's hardware and
software, would not have a material adverse effect on Standard's business,
financial condition or results of operations.
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Insolvency Assessments
Many of the jurisdictions in which Standard Insurance Company is admitted to
transact business require life insurance companies doing business within the
jurisdiction to participate in guaranty associations, which are organized to
pay contractual benefits due on insurance policies issued by impaired,
insolvent or failed life insurance companies. These associations levy
assessments, up to prescribed limits, on all member insurers in a particular
state on the basis of the proportionate share of the premiums written by member
insurers in the lines of business in which the impaired, insolvent or failed
insurer is engaged. Some states permit member insurers to recover assessments
paid through full or partial premium tax offsets. Assessments levied against
Standard Insurance Company from January 1, 1996 though December 31, 1998
aggregated $2.2 million. At December 31, 1998, Standard Insurance Company
maintained a reserve of $0.9 million for future assessments in respect of
currently impaired, insolvent or failed insurers.
Accounting Pronouncements Adopted
Effective January 1, 1998, Standard adopted Statement of Financial
Accounting Standards ("FAS") No. 130, "Reporting Comprehensive Income", which
requires presentation of comprehensive income within an entity's primary
financial statements. Comprehensive income is defined as net income as adjusted
for changes to equity resulting from events other than net income or
transactions related to an entity's capital structure.
Effective July 1, 1998, Standard adopted FAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities", which establishes accounting
requirements for derivative instruments and for activities related to the
holding of such instruments, including hedging activities. Standard does not
have any derivative instruments that meet the scope of this statement. The
statement also allows, on the date of initial application, an entity to
transfer any held to maturity securities into the available for sale or trading
categories. Standard transferred all held to maturity securities to its
available for sale security portfolio. The transfer was recorded as a direct
increase to other comprehensive income of $13.2 million.
Effective December 31, 1998, Standard adopted FAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information", which establishes
standards for reporting information regarding an entity's operating activities.
FAS No. 131 requires that operating segments be defined at the same level and
in similar manner as management evaluates operating performance. Management has
determined that, for purposes of the pronouncement, its operating segments are
comprised of Group Insurance, Retirement Plans and Individual Insurance. The
pronouncement does not impact measurement of operating performance, but only
changes financial statement disclosure. Prior periods have been presented on a
basis consistent with the current year.
Effective December 31, 1998, Standard adopted FAS No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits", which revises
current disclosure requirements for employers' pension and other retiree
benefits. The pronouncement does not impact measurement of pension benefits or
other postretirement benefit costs, but only changes financial statement
disclosure. Prior periods have been presented on a basis consistent with the
current year.
New Accounting Pronouncements
In December 1997, the Accounting Standards Executive Committee ("AcSEC")
issued Statement of Position ("SOP") 97-3, "Accounting by Insurance and Other
Enterprises for Insurance-Related Assessments", which provides guidance on
accounting for state mandated guaranty assessments. Standard is required to
adopt SOP 97-3 effective January 1, 1999. Management does not expect that the
adoption of SOP 97-3 will have a material impact on Standard's consolidated
financial statements.
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In March 1998, the AcSEC issued SOP 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use", which establishes
accounting requirements for the capitalization of software costs incurred for
the use of the organization. Standard is required to adopt this pronouncement
on a prospective basis beginning January 1, 1999. Management estimates adoption
of SOP 98-1 will result in capitalization of approximately $2.8 million in
costs of computer software developed or obtained for internal use in 1999. It
is expected that the amortization period for these costs will approximate three
to five years.
THE DEMUTUALIZATION
The following is a summary of the material terms of the plan of
reorganization. Although the material provisions of the plan of reorganization
have been accurately summarized, the statements below concerning the plan of
reorganization are not necessarily complete, and in each instance reference is
made to the plan of reorganization itself, a copy of which is filed as an
exhibit to the Registration Statement of which this prospectus forms a part.
Each statement is qualified in its entirety by such reference.
Purpose
The principal purpose of the demutualization is to enhance Standard's
strategic and financial flexibility by, among other things, creating a
corporate structure that will provide Standard with opportunities for obtaining
additional capital from sources that are unavailable to it in its current form
and that will fund Standard's future growth. The demutualization will also
provide eligible members with an opportunity to convert their illiquid
interests as members of Standard Insurance Company into publicly traded shares
of common stock, cash or adjustments to policy values, known as policy credits.
Standard's management believes that its growth and financial flexibility might
be constrained in the future by its mutual company form, and is pursuing the
demutualization to provide the financial flexibility to grow while enhancing
Standard's financial strength for the benefit of its policyholders.
Summary of the Plan of Reorganization
Upon effectiveness of the plan of reorganization, Standard Insurance Company
will convert from a mutual life insurance company to a stock life insurance
company and become a wholly owned subsidiary of StanCorp. Each member's
interests in Standard Insurance Company, including, but not limited to, any
right to vote and any rights which may exist with regard to the surplus of
Standard Insurance Company not apportioned or declared by the Board of
Directors of Standard Insurance Company for policyholder dividends, including
any such rights in liquidation or reorganization of Standard Insurance Company,
will be extinguished on the effective date and, in consideration thereof,
eligible members will receive, pursuant to the plan of reorganization, shares
of common stock of StanCorp, cash or policy credits. StanCorp will contribute
net proceeds from the offering to Standard Insurance Company in an amount at
least equal to the amount required for Standard Insurance Company to pay cash
and fund policy credits to eligible members under the plan of reorganization.
Any proceeds in excess of such contribution may be retained for general
corporate purposes, which may include contributions to Standard Insurance
Company or the non-insurance subsidiaries. Approximately $9.0 million is
expected to be contributed to Standard Insurance Company in connection with the
distribution of the non-insurance subsidiaries to occur contemporaneously with
the closing of the offering.
The Board of Directors of Standard Insurance Company adopted the plan of
reorganization at its meeting on September 28, 1998, which was then amended by
the Board on December 14, 1998. The Director held a public hearing regarding
the demutualization on January 27, 1999 and in an order issued February 12,
1999, approved the plan of reorganization, subject to certain conditions set
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<PAGE>
forth in the order, after finding, among other things, that the plan of
reorganization is fair and equitable to Standard Insurance Company's
policyholders. The plan of reorganization was approved by eligible members at a
special members' meeting on March 19, 1999. Of all eligible members 35,560, or
32.4%, voted, and 32,598, or 91.7%, of these votes were cast for approval of
the plan of reorganization. As provided in Oregon law, no dissenters' rights
are available to any member. Prior to the special members' meeting, eligible
members entitled to vote on the plan of reorganization received an estimate of
the shares of common stock allocated to them for the purpose of determining the
consideration they are entitled to receive under the plan of reorganization.
Effectiveness of the plan of reorganization is also subject to the receipt by
Standard of certain opinions from its special tax counsel, which are expected
to be delivered on the effective date of the plan of reorganization. Subject to
the foregoing conditions, the plan of reorganization will become effective upon
completion of the offering.
The allocation of consideration among eligible members will be based on
actuarial principles and will not be based on an assigned market value of their
membership interests. For a description of the actuarial principles used in
this allocation, see "--Payment of Consideration to Eligible Members". The
value of the consideration received by eligible members who receive shares of
common stock will depend on the future value of the common stock, which cannot
be predicted. Eligible members who receive cash or policy credits will be
allocated shares using the same formulas as eligible members who receive common
stock, and the amount of cash or policy credits they receive will be determined
by multiplying the number of shares they are allocated by the initial public
offering price per share of common stock in the offering.
Incident to the demutualization, Standard began incurring expenses in 1998.
The costs incurred and expensed in 1998 related to the demutualization totaled
$6.1 million, and are included in the financial statements as an extraordinary
item. We estimate that another $2.0 million in demutualization costs will be
incurred. Demutualization expenses consist of the aggregate cost to Standard of
engaging independent accounting, actuarial, compensation, financial, investment
banking and legal advisors and other consultants to advise Standard in the
demutualization process and related matters as well as other administrative
costs. The Director has engaged experts to provide actuarial, investment
banking and legal advice. Pursuant to Oregon law, Standard will pay the fees
and expenses of such consultants, which are estimated by Standard to be $2.5
million and which are included in the above amounts. Standard has also agreed
to indemnify certain of its and the Department's consultants against
liabilities arising out of their engagements in connection with the
demutualization.
Distribution of Non-Insurance Subsidiaries
In connection with the demutualization, Standard Insurance Company will
distribute the non-insurance subsidiaries to StanCorp. This distribution will
separate Standard's non-insurance businesses from its insurance businesses and
will permit the non-insurance subsidiaries to pursue growth strategies free of
the restrictions they are currently subject to as subsidiaries of an insurance
company. In connection with this distribution, StanCorp will contribute
proceeds from the offering to Standard Insurance Company in an amount equal to
the statutory book value of the non-insurance subsidiaries, as shown on the
audited financial statements of Standard Insurance Company filed with the
Department for the fiscal year immediately preceding this distribution. At
December 31, 1998, the statutory book value of the non-insurance subsidiaries
was $9.0 million.
Payment of Consideration to Eligible Members
The plan of reorganization provides that on the effective date each member's
membership interests will be extinguished and, in consideration thereof,
eligible members will receive shares of
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common stock, cash or policy credits. Solely for purposes of calculating the
amount of consideration each eligible member shall receive, (i) each eligible
member will be allocated 52 shares (subject to adjustment in certain
circumstances) of common stock and (ii) certain eligible members may be
allocated additional shares, based on actuarial formulas which take into
account, among other things, the past and expected future contribution of
certain specified policies held by such eligible member to Standard Insurance
Company's surplus. The actuarial formulas, in general, utilize Standard
Insurance Company's historical experience (for example, mortality, morbidity,
expenses, taxes, persistency and investment results) and expected future
experience to arrive at the expected future contributions.
All eligible members will receive shares of common stock allocated to them
in the demutualization, except for certain eligible members, described below,
who will receive cash or policy credits.
Under the plan of reorganization, policy credits will be provided with
respect to all policies that are IRAs, TSAs or individual life insurance
policies or individual annuity contracts issued directly to plan participants
pursuant to plans qualified under Section 401(a) of the Internal Revenue Code,
including any such IRAs, TSAs or individual annuity contracts issued under
Standard's "group retirement annuity contract" arrangements. Policy credits
will be credited in the form of an increase in accumulation account value (to
which no surrender or similar charges will be applied) or, if the policy does
not provide for an accumulation account value, then an increase in dividend
accumulations.
The plan of reorganization requires that, except for policies in which
policy credits are to be provided as described above, mandatory cash payments
be made to the extent that shares of common stock are allocable to an eligible
member whose address for mailing purposes, as shown on Standard's records, is
located outside the United States, is shown on Standard's records to be an
address at which mail to such eligible member is undeliverable or is allocated
with respect to a policy that is known to Standard to be subject to a
bankruptcy proceeding. Cash that cannot be provided to eligible members will be
subject to the unclaimed property acts and escheat laws of applicable
jurisdictions.
In addition to the mandatory cash payments, cash payments may be made under
the plan of reorganization to (i) all public eligible members consisting of
local, state and federal governmental authorities and agencies, except for
those public eligible members that affirmatively indicate a preference to
receive common stock and (ii) odd-lot eligible members holding 99 shares or
less of common stock that have affirmatively indicated a preference to receive
cash. The plan of reorganization does not limit the amount of cash that may be
distributed; however, the Board of Directors of Standard Insurance Company may
reduce the cash payments to public eligible members or odd-lot eligible members
in the event that cash available is insufficient to pay cash consideration to
all such public eligible members or odd-lot eligible members or for any other
reason. In such a case, cash will only be distributed to those public eligible
members or odd-lot eligible members that are allocated under the plan of
reorganization less than or equal to a specified number, determined by the
Board, of shares of common stock, and stock will be distributed to the
remainder. Notwithstanding the foregoing, no cash payments will be made to any
odd-lot eligible member if Standard Insurance Company has reduced the cash
payments to public eligible members as discussed above.
Consideration will be distributed to eligible members as soon as reasonably
practicable after the effective date.
Standard has retained Milliman & Robertson, Inc., an actuarial consulting
firm, to advise it in connection with actuarial matters involved in the
development of the plan of reorganization and the
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payment of consideration to eligible members. The opinion of Daniel J.
McCarthy, a consulting actuary associated with Milliman & Robertson, Inc.,
dated September 28, 1998, and confirmed and restated on January 19, 1999,
states (in reliance upon the matters and subject to the limitations described
in such opinion), among other things, that the plan for allocation of member
consideration set forth in the plan of reorganization is fair and equitable to
members and will not prejudice the interests of the members as required by
Oregon law. The restated opinion, dated January 19, 1999, is included as Annex
A of this prospectus.
Directed Share Offering
StanCorp will reserve up to 1,250,000 shares of common stock sold in the
offering for sale, at the initial public offering price, to eligible members
and such other members of Standard Insurance Company that owned, on December
31, 1998, policies that are in force at such date ("Directed Share Members").
The number of shares reserved for the Directed Share Offering has been
increased from the original 1,000,000 shares reserved under the plan of
reorganization, pursuant to a condition contained in the order of approval of
the Director. The plan of reorganization provides that if the aggregate number
of shares subscribed for by all Directed Share Members is greater than the
maximum 1,250,000 shares that are available, the 1,250,000 available shares
will be allocated to the subscribing Directed Share Members on a pro rata basis
according to the number of shares subscribed for by each such Directed Share
Member, subject to a minimum allocation of 100 shares, or, if the number of
shares available is insufficient to allow for allocations of 100 shares to all
such subscribing Directed Share Members, such lower number, as determined by
StanCorp, as may allow shares to be sold to all subscribing Directed Share
Members. The plan of reorganization allows Standard Insurance Company to limit
the availability of such reserved shares to any class of Directed Share Members
if it deems it necessary or advisable to do so for legal, tax or other reasons.
Officers and directors of Standard Insurance Company and its affiliates may not
subscribe for such reserved shares. Directed Share Members that notify Standard
Insurance Company of their interest by filling out a card that has been
provided to them will be given further information regarding this program,
which will be administered by Ragen MacKenzie, Inc., with the assistance of
ChaseMellon Shareholder Services, Inc.
Commission-Free Program
The plan of reorganization requires StanCorp to establish the Commission-
Free Program, under which certain eligible members holding small amounts, as
determined by StanCorp's Board of Directors after the demutualization and prior
to the commencement of the Commission-Free Program, of common stock may sell
all, but not less than all, of the shares of common stock received in the
demutualization without paying brokerage commissions or similar expenses.
StanCorp's Board of Directors will establish eligibility to participate in the
Commission-Free Program based on the number of shares that an eligible member
may receive in the plan of reorganization. In addition, any record holder as of
the effective date of fewer than a certain number, to be specified by
StanCorp's Board of Directors but which shall be no more than 99, of shares of
common stock may purchase enough additional shares to own exactly 100 shares.
The sales and purchases made under the Commission-Free Program will be at
prevailing market prices without brokerage commissions or similar expenses. The
Commission-Free Program will involve transactions effected on a periodic basis
on the New York Stock Exchange, and will not involve any purchases or sales by
Standard or its affiliates for their own accounts. The Commission-Free Program
will begin between 180 days and 12 months after the effective date and will
continue for three months or such longer period of time as StanCorp's Board of
Directors determines. StanCorp may reinstate the Commission-Free Program at a
later date; however, it has no current intention of doing so. See "Certain
Investment Considerations--Sales of Shares May Adversely Affect the Market
Price of Common Stock".
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Establishment and Operation of the Closed Block
The closed block is based on a concept included in demutualization plans of
other insurance companies and is designed to give reasonable assurance to
holders of policies included therein that, after the effective date, assets
will be available to maintain dividend scales in effect for 1998 if the
experience underlying such scales continues. The establishment and operation of
the closed block will not modify or amend the provisions of the policies
included therein. Oregon law permits, but does not require, the creation of a
closed block.
The closed block will be established as of the effective date. The policies
included in the closed block consist of all of the classes of individual
policies for which Standard had an experience-based dividend scale in effect
for 1998 and certain other individual policies, but only to the extent such
policies are in force on the effective date. Pursuant to the plan of
reorganization, Standard Insurance Company will allocate assets to the closed
block in an amount expected to produce cash flows which, together with
anticipated revenues from the policies included in the closed block, are
expected to be sufficient to support certain obligations and liabilities
relating to these policies. These obligations and liabilities include, but are
not limited to, the payment of claims, certain expenses and taxes, and the
provision for the continuation of dividend scales in effect for 1998, if the
experience underlying such scales (including the portfolio interest rate)
continues, and for appropriate adjustments in such scales if the experience
changes. These liabilities will be determined based upon the historical
carrying value of the liabilities that relate to the policies included in the
closed block. The assets, including the revenue therefrom, allocated to the
closed block policies will accrue solely to the benefit of the holders of these
policies until such time as the closed block is no longer in effect. To the
extent that over time cash flows from the assets allocated to the closed block
and other experience relating to the closed block are, in the aggregate, less
favorable than assumed in establishing the closed block, total dividends paid
to closed block policyholders in the future may be less than the total
dividends that would have been paid to these policyholders if the dividend
scales in effect for 1998 had been continued. Dividends on policies included in
the closed block, as in the past, will be declared at the discretion of the
Board of Directors of Standard Insurance Company, may vary from time to time
(reflecting changes in investment results, mortality, persistency and other
experience factors) and are not guaranteed. Standard Insurance Company will not
be required to support the payment of dividends on closed block policies from
its general funds, although it could choose to provide such support.
Standard Insurance Company will continue to pay guaranteed benefits under
all policies in accordance with their terms, including the policies included in
the closed block. If the assets allocated to the closed block, the investment
cash flows from those assets and the revenues from the policies included in the
closed block prove to be insufficient to pay the benefits guaranteed under the
policies included in the closed block, Standard Insurance Company will be
required to make such payments from its general funds. Since the closed block
has been funded to provide for payment of guaranteed benefits, and for
continuation of dividend scales in effect for 1998, if experience underlying
such scales continues, it should not be necessary to use general funds to pay
guaranteed benefits unless the policies included in the closed block experience
substantial adverse deviations in investment income, mortality, persistency or
other experience factors. While Standard Insurance Company will use its best
efforts to support the policies included in the closed block with the assets
allocated to the closed block, these assets will be subject to the same
liabilities (with the same priority in liquidation) as assets outside the
closed block.
A policy may be within a class for which there is an experience-based
dividend scale in effect for 1998, even if it does not receive a 1998 dividend,
and, therefore, the policy would be included in the closed block. Experience-
based dividend scales (based on experience factors relating to, among other
things, investment results, mortality, lapse rates, expenses, premium taxes and
policy loan interest and utilization rates) are calculated for classes of
insurance policies based upon actuarial
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formulas. Generally, actual mortality, morbidity, expenses and investment
income for each class are compared to what was predicted when the policy class
was priced to determine the amount, if any, of the dividend that should be
paid. Approximately 36% of all of Standard Insurance Company's in force
policies as of December 31, 1998 had an experience-based dividend scale in
effect for 1998. In addition to individual life policies that have experience-
based dividend scales, Standard Insurance Company has, for administrative
convenience, also included certain other individual policies in the closed
block.
Premiums received and policy benefits paid by Standard Insurance Company on
the policies included in the closed block and investment cash flows from the
assets allocated to the closed block will be added to or withdrawn from the
closed block as provided in the plan of reorganization. Standard Insurance
Company will charge the closed block with foreign, federal, state or local
taxes as well as investment management expenses relating to the closed block as
provided in the plan of reorganization. Standard Insurance Company will also
charge the closed block for commissions and other expenses of administering the
policies included in the closed block. Cash payments with respect to
reinsurance will be withdrawn from or paid to the closed block. Cash flows from
assets and premiums allocated to the closed block should be sufficient to pay
the benefits, dividends and expenses of policies included in the closed block
and the commissions, expenses and taxes relating to the closed block.
Dividends on the closed block policies will be set annually by the Board of
Directors of Standard Insurance Company in accordance with applicable law and
with the objective of exhausting the assets of the closed block upon the final
required payment under the last policy included in the closed block. Such
dividends will also be allocated among the policies included in the closed
block so as to reflect the underlying experience of the closed block and the
degree to which the various classes of closed block policies contributed to
such experience. An income statement and balance sheet for the closed block
will be prepared and submitted to the Director and the Board of Directors of
Standard Insurance Company annually. Standard Insurance Company will retain an
independent consulting actuary to review the operation of the closed block and
dividend determinations and to report to the Director and the Board of
Directors of Standard Insurance Company at least every three years, with the
first review to be made as of December 31, 2001.
Distribution of consideration for closed block policyholders will be
calculated in the same manner as for non-closed block policyholders. Other than
the additional assurance that their dividend expectations will be met, closed
block policyholders' interests in Standard Insurance Company after the
demutualization will be identical to those of non-closed block policyholders.
The closed block will continue in effect until either (i) the last policy in
the closed block is no longer in force or (ii) the closed block is dissolved.
The plan of reorganization provides that the closed block may not be dissolved
without the approval of the Director. If the closed block is dissolved, the
assets associated with the closed block will become part of Standard Insurance
Company's general funds. If the closed block is not dissolved, the expected
life of the closed block is over 50 years. Even if the Director approves the
dissolution of the closed block, the policies included in the closed block at
the time of dissolution will remain obligations of Standard Insurance Company
and dividends on these policies shall be apportioned by the Board of Directors
of Standard Insurance Company in accordance with applicable law.
Closed Block Assets and Liabilities
In accordance with the plan of reorganization, certain of Standard Insurance
Company's invested assets, as well as cash and short-term investments, will be
allocated by Standard Insurance Company to the closed block. The mix of
invested assets allocated to the closed block will be generally the same as the
mix of invested assets constituting the assets which support Standard
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Insurance Company's Individual Insurance segment. See "Business--Investments".
Invested assets with the following carrying values as of December 31, 1998 were
allocated to the closed block:
<TABLE>
<CAPTION>
December 31, 1998
-------------------------
Carrying Value % of Total
-------------- ----------
(Dollars in millions)
<S> <C> <C>
Fixed maturity securities............................. $220.1 42.7%
Mortgage loans........................................ 133.2 25.9
Policy loans.......................................... 90.4 17.6
Collateral loans...................................... 71.2 13.8
------ -----
Total................................................ $514.9 100.0%
====== =====
</TABLE>
The composition of assets in the closed block will change over time as a
result of new investments. New investments for the closed block acquired on and
after the funding date with closed block cash flows will be allocated to the
closed block upon acquisition and will consist only of investments permitted by
the investment policy for the closed block in effect at the time of investment.
Standard Insurance Company's management will manage the assets of the closed
block separately from its other assets. The assets allocated to the closed
block will be subject to the same liabilities (with the same priority in
liquidation) as assets outside the closed block.
Standard has retained Milliman & Robertson, Inc. to advise it in connection
with actuarial matters involved in the establishment and operation of the
closed block. The opinion of Daniel J. McCarthy, a consulting actuary
associated with Milliman & Robertson, Inc., dated September 28, 1998, and
confirmed and restated on January 19, 1999, states (in reliance upon the
matters and subject to the limitations described in such opinion), among other
things, that the establishment and operation of the closed block as
contemplated make adequate provision for allocating to the closed block assets
which will be reasonably sufficient to enable the closed block to provide for
the guaranteed benefits, certain expenses and taxes associated with closed
block policies, and to provide for the continuation of the dividend scales in
effect for 1998 if the experience underlying those scales (including the
portfolio interest rate) continues. The restated opinion, dated January 19,
1999, is included as Annex A of this prospectus.
Effect of Closed Block on Consolidated Financial Statements
As a result of the establishment of the closed block, certain line items in
Standard's consolidated financial statements subsequent to the establishment of
the closed block will reflect material reductions in the reported amounts, as
compared to years prior to the establishment of the closed block, although
these changes will include amounts reflected for the addition of the closed
block and will thus have no effect on net income. The actual pre-tax results of
operations of the closed block will be reflected as a single line item in
Standard's consolidated statements of income entitled "Contribution from Closed
Block", whereas prior to establishment of the closed block, the results from
the underlying assets and business were reported in various line items in
Standard's consolidated statements of income, including premiums, net
investment income, policyholder benefits, policyholder dividends, commissions
and operating expenses. In addition, all assets and liabilities allocated to
the closed block will be reported in StanCorp's consolidated balance sheets
separately as single line items under the captions "closed block assets" and
"closed block liabilities". See "Unaudited Pro Forma Condensed Consolidated
Financial Information".
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<PAGE>
Federal Income Tax Consequences to Policyholders
It is a condition to the effectiveness of the plan of reorganization that
Standard receive an opinion of its special tax counsel, Debevoise & Plimpton,
that, based on the law, regulations and other authorities in effect as of the
effective date of the plan of reorganization:
. Policies issued before the effective date will not be treated as
newly issued policies for any material Federal income tax purpose as
a result of the consummation of the plan of reorganization.
. The addition of policy credits as consideration to IRAs, TSAs or
individual life or annuity contracts issued to participants in
qualified plans will not adversely affect the tax-favored status of
the contract as an IRA or TSA, will not be a taxable transaction to
the holder and will not be treated as a contribution or distribution
which will result in any penalties to the holder.
. Eligible members receiving solely common stock under the plan of
reorganization will not recognize gain or loss for Federal income
tax purposes as a result of the demutualization.
. The summary of the principal Federal income tax consequences to
eligible members, set forth under the heading "Federal Income Tax
Consequences to Members" in the Information Statement provided to
eligible members, is complete and correct in all material respects.
Federal Income Tax Consequences to Standard
In the opinion of Debevoise & Plimpton, special tax counsel to Standard, the
following sets forth the principal Federal income tax consequences to Standard
of the consummation of the plan of reorganization under current federal income
tax law and administrative rulings of the Internal Revenue Service. The opinion
of special tax counsel regarding the principal Federal income tax consequences
of the plan of reorganization to Standard is based on the accuracy of certain
representations and undertakings by Standard Insurance Company. No gain or loss
will be recognized for Federal income tax purposes by StanCorp, Standard
Insurance Company or any of their affiliates as a result of the conversion of
Standard Insurance Company from a mutual life insurance company to a stock life
insurance company or the distribution of common stock, cash or policy credits
to eligible members in exchange for their membership interests in Standard
Insurance Company. Standard Insurance Company's Federal income tax attributes,
including its tax basis and holding period in its assets, earnings and profits
and tax accounting methods should not be significantly affected by the
consummation of the plan of reorganization. For Federal income tax purposes,
the affiliated group of which Standard Insurance Company is the common parent
immediately before the consummation of the plan of reorganization should remain
in existence and continue to be eligible to file a consolidated return, with
StanCorp as the new common parent of such group. It is also expected that
StanCorp, Standard Insurance Company and their affiliates will not incur any
current Federal income tax liability as a result of the distribution of the
non-insurance subsidiaries to StanCorp under the terms of the plan of
reorganization.
Standard has not sought a private letter ruling from the Internal Revenue
Service regarding the Federal income tax consequences of the consummation of
the plan of reorganization.
Certain ERISA Considerations
The receipt of common stock, cash or policy credits by members that are
employee benefit plans with respect to which Standard is a "party in interest"
under ERISA or a "disqualified person" under the Internal Revenue Code could be
viewed as prohibited by, respectively, Section 406 of ERISA and Section 4975 of
the Internal Revenue Code. Accordingly, Standard has applied for an
administrative
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<PAGE>
exemption from the Department of Labor to cover such transactions, but the
exemption will not be received prior to the completion of the offering. In the
event the Department of Labor were not to grant an administrative exemption on
a retroactive basis, and the receipt of consideration by members that are
employee benefit plans were determined to be prohibited by Section 406 of ERISA
and Section 4975 of the Internal Revenue Code, Standard could be subject to
substantial excise taxes under Section 4975 of the Internal Revenue Code.
Administrative exemptions have been provided in previous demutualizations
similar to Standard's, however, and Standard believes that it is likely that
such an exemption will be granted to it.
BUSINESS
Standard is a leading provider of group life and disability insurance
products, serving approximately 29,000 employer groups representing over four
million employees. Standard also provides products to fund retirement plans and
other insurance products to employers and groups as well as life insurance,
disability insurance and retirement products to individuals. As of December 31,
1997, Standard was the 16th largest mutual life insurance company in the United
States, as measured by statutory premiums of $1.1 billion.
Standard intends to reorganize from a mutual life insurance company to a
stock life insurance company through the demutualization, which will be
completed upon the consummation of the offering. Standard is undergoing the
demutualization, in part, to gain access to capital sources that will allow it
to pursue growth opportunities in the expanding group disability and retirement
plans markets.
Standard divides its business into three segments: Group Insurance,
Retirement Plans and Individual Insurance. Standard's 1998 revenues of $1.2
billion included $933.1 million (75.7% of total revenues) from its Group
Insurance segment, $69.1 million (5.6% of total revenues) from its Retirement
Plans segment and $222.7 million (18.1% of total revenues) from its Individual
Insurance segment. Standard is licensed to sell insurance in all U.S. states
(except New York, where it is an authorized reinsurer), the District of
Columbia and the U.S. Territory of Guam.
Group Insurance Segment. Standard's Group Insurance segment sells long term
disability and short term disability insurance, group life insurance,
accidental death and dismemberment insurance and group dental insurance.
According to Employee Benefit Plan Review, based upon the number of group
policies sold in 1997, Standard ranked third in sales of long term disability
insurance, fifth in sales of short term disability insurance and eighth in
sales of group life insurance in the United States. Additionally, based on 1997
total in force premiums, Standard has a 7.6% market share in long term
disability insurance. Group insurance products are sold by Standard's group
insurance sales representatives through brokers, agents, employee benefit
consultants and other distributors. Standard has over 100 group insurance sales
representatives in 29 offices throughout the nation and relationships with
approximately 13,000 brokers nationwide. Premiums for the Group Insurance
segment grew at a compound annual rate of 9.6% from 1994 through 1998.
Retirement Plans Segment. The Retirement Plans segment sells full-service
401(k) and other pension plan products and services to employers. Standard
markets Retirement Plans products and services primarily to employers with 50
to 500 employees, through brokers, agents, employee benefit consultants and
other distributors served by Standard's seven regional Retirement Plans sales
offices. Participants in retirement plans may choose from a variety of fixed
income investments managed in Standard's general account, and equity and fixed
income investments in 43 nationally known mutual funds held in its separate
account. Standard earns fees based upon administrative services provided and
assets managed, as well as an interest spread on the assets held in the general
account. Assets managed by the Retirement Plans segment grew from $736.8
million at December 31, 1994 to $1.3 billion at December 31, 1998, a compound
annual growth rate of 15.0%.
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<PAGE>
Individual Insurance Segment. The Individual Insurance segment sells life
insurance, disability insurance and annuities to individuals. Standard's
Individual Insurance products are distributed by approximately 1,250 licensed
agents and brokers in the Western and Central regions of the nation. Standard
has focused on providing high value products in its Individual Insurance
segment. In 1998, its Flexible Premium Deferred Annuity was rated by A.M. Best
Policy Reports as the best product of its type for 10-year accumulation and
surrender values. As a result, total revenues in the Individual Insurance
segment have remained relatively stable in recent years.
At December 31, 1998, Standard had total general account invested assets of
$4.2 billion, consisting of $2.2 billion in investment securities, $1.7 billion
in mortgage loans, and $275.2 million in other investments. Relative to other
life insurance companies, Standard has historically maintained a larger portion
of its invested assets in mortgage loans, which are well-matched against its
large block of long-term reserves, particularly for its long term disability
products. Standard has focused on originating small commercial mortgage loans,
which it believes provide a higher yield for its mortgage portfolio. The
delinquency and loss performance of Standard's mortgage loan portfolio has
consistently outperformed the life insurance industry averages as reported by
the ACLI. At December 31, 1998, Standard's loans that were either delinquent or
in process of foreclosure totaled 0.10% of its mortgage loan portfolio,
compared to the ACLI industry average of 0.56%.
Standard has recently commenced operations in two complementary financial
service businesses, a mortgage lending subsidiary and a real estate management
firm. The most significant of these is Standard Mortgage Investors, LLC ("SMI")
which originates mortgage loans for Standard's investment portfolio and
generates fee income from the origination and servicing of mortgage loans sold
to institutional investors. SMI commenced operations in 1996 and is staffed by
former members of Standard's mortgage loan department. At December 31, 1998,
SMI serviced $1.7 billion of loans for Standard and $239.9 million of loans for
other banks and life insurance companies. New loan originations increased from
$280.8 million in 1996 to $440.9 million in 1998.
Strategy
Upon completion of the demutualization, Standard plans to pursue additional
expansion in the under-penetrated and growing group insurance markets, grow its
complementary retirement plans business and capitalize on its demonstrated
expertise in commercial mortgage lending. Management believes its Individual
Insurance segment will continue to provide stability and diversification of
earnings.
Standard's growth strategy builds on actions taken in 1994, when Ronald E.
Timpe became the Chief Executive Officer. At that time, senior management
undertook a strategic review to identify key growth opportunities for
Standard's continued success. Senior management determined that there were
significant opportunities for growth in the Group Insurance and Retirement
Plans segments and in its mortgage loan business. In 1997, Standard's
management and its Board of Directors concluded that Standard's future growth
and financial flexibility might be constrained by its mutual company form and,
therefore, recommended that Standard undertake the demutualization. Standard
intends to pursue its growth objectives by internal expansion and may also
consider acquisitions as opportunities arise.
In the Group Insurance segment, Standard's strategy is to grow by
participating in the expansion of the market for its products and services as
well as by increasing market share. According to a survey conducted for the
U.S. Department of Labor in 1994-95 (the most recent survey by the Department
of Labor), only one-fourth of all U.S. workers were covered by long term
disability insurance and one-third of such workers were covered by short term
disability insurance. As reported
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<PAGE>
by the Life Insurance Marketing Research Association ("LIMRA"), annualized new
premiums for long term disability and short term disability insurance grew at a
compound annual rate of 16.7% between 1994 and 1997, and Standard's management
expects the market to continue growing in the future.
Since 1991, Standard's Group Insurance segment has pursued geographic
expansion by opening 12 new sales offices in the Central and Eastern regions of
the nation. Standard intends to pursue additional sales growth in the Central
and Eastern regions by opening additional sales offices and adding sales
representatives to its existing offices in these regions. Standard also intends
to retain a strong focus on diversification among industry segments and job
classifications. Long term disability and group life insurance annualized sales
by region among the three regions in which Standard operates was distributed as
follows at December 31, 1991 and 1998:
Long Term Disability and Group Life Insurance Annualized Sales by Region
<TABLE>
<CAPTION>
At December 31, At December 31,
1998 1991
----------------- ----------------
Sales % of Total Sales % of Total
------ ---------- ----- ----------
(Dollars in millions)
<S> <C> <C> <C> <C>
Western Region............................... $ 34.3 33.7% $29.1 56.3%
Central Region............................... 30.6 30.1 16.9 32.7
Eastern Region............................... 36.9 36.2 5.7 11.0
------ ----- ----- -----
Total........................................ $101.8 100.0% $51.7 100.0%
====== ===== ===== =====
</TABLE>
The opening of additional sales offices and the continued addition of sales
representatives to Standard's newer offices in the Central and Eastern regions
are expected to result in additional sales growth in these regions. As
geographic expansion is pursued, Standard also intends to retain a strong focus
on diversification among industry segments and job classifications.
Management also believes that meaningful growth opportunities exist for its
Retirement Plans segment. Standard's target client base of small- and medium-
sized businesses is experiencing strong growth, and many of these businesses do
not yet provide 401(k) programs for their employees. According to LIMRA, in
1996, less than 50% of employee groups with between 25 and 100 employees were
covered by a 401(k) plan. Approximately two-thirds of new sales by Standard's
Retirement Plans segment are to businesses instituting a 401(k) program for the
first time. Assets under management in existing plans have grown rapidly.
Assets in Standard plans that were continuously in force from December 31, 1993
to December 31, 1998 grew at a compound annual rate of 18.9%. Additionally,
Standard's management believes that meaningful cross-selling opportunities
exist between its group insurance business and its newer retirement plans
business. Standard has opened three new Retirement Plans sales offices since
1992 and expects to continue its expansion into additional markets where
Standard's group insurance presence will allow it to take advantage of existing
client and broker relationships.
Management expects that the Individual Insurance segment will continue to
provide stability and diversification of earnings. Management believes that the
market for the fixed life and annuity products offered by the segment has
matured and provides limited growth opportunities. However, it believes there
may be growth opportunities in certain other product lines, including
individual disability income insurance and variable insurance products, and
Standard intends to pursue these opportunities in the future.
Standard has developed a recognized expertise in originating and servicing
small commercial mortgage loans that has contributed to industry-leading
returns in its investment portfolio. In 1998, Standard recorded a statutory net
investment yield on its general account invested assets of 8.11%. Standard's
mortgage loan delinquency and loss rates have been significantly less than
industry
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<PAGE>
averages for the past thirteen years, and its ability to underwrite small
commercial mortgages has been recognized by rating agencies as a strength.
Standard intends to leverage its expertise and grow its commercial mortgage
operations by originating and servicing mortgage lending for other
institutional investors.
Group Insurance Segment
Standard's Group Insurance segment markets group insurance and other
ancillary products to public and private employers and associations. The Group
Insurance segment was responsible for 75.7%, 74.3% and 70.8% of Standard's
revenues in 1998, 1997, and 1996, respectively. According to Employee Benefit
Plan Review, based upon the number of group policies sold in 1997, Standard
ranked third in sales of long term disability insurance, fifth in sales of
short term disability insurance and eighth in sales of group life insurance in
the United States. Additionally, based on 1997 total in force premiums,
Standard has a 7.6% market share in long term disability insurance. Group
insurance products are sold by Standard's group insurance sales representatives
through a national network of brokers, agents, employee benefit consultants and
other distributors.
Standard seeks to provide high-quality employee benefit products that are
competitively priced and supported by industry-leading customer service to
brokers, employers and insured employees. In 1997, in an independent survey
conducted on Standard's behalf by the Life Office Management Association, Inc.,
an industry-sponsored research organization, 95% of Standard's brokers and
insured employers responding indicated that they were satisfied with Standard's
service.
Products
Standard's group insurance products include long term disability insurance,
short term disability insurance, life insurance, accidental death and
dismemberment and dental insurance. Standard does not market or sell any
medical indemnity or medical managed care products. The following table sets
forth the premiums and sales activity for each of Standard's Group Insurance
products for the periods indicated:
Premiums and Sales Activity by Product
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------
1998 1997 1996
------- ------- -------
(Dollars in millions)
<S> <C> <C> <C>
Premiums:
Long term disability............................... $ 350.5 $ 323.6 $ 279.7
Short term disability.............................. 75.4 61.9 49.4
Life and accidental death and dismemberment........ 285.0 262.2 234.0
Dental and other................................... 73.6 66.4 58.9
------- ------- -------
784.5 714.1 622.0
Medical stop loss (1).............................. -- 3.0 7.4
------- ------- -------
Total............................................ $ 784.5 $ 717.1 $ 629.4
======= ======= =======
Sales (annualized new premiums):
Long term disability............................... $ 50.6 $ 66.8 $ 58.5
Short term disability.............................. 28.7 14.4 16.9
Life and accidental death and dismemberment........ 51.2 43.9 48.0
Dental and other................................... 18.4 16.8 12.9
------- ------- -------
148.9 141.9 136.3
Medical stop loss (1).............................. -- 1.3 3.4
------- ------- -------
Total............................................ $ 148.9 $ 143.2 $ 139.7
======= ======= =======
Persistency ratio (premiums)......................... 84.8% 86.1% 84.1%
</TABLE>
- --------
(1) Standard discontinued offering medical stop loss insurance effective
January 1, 1997. Sales for 1997 reflected above include policies in process
of issuance at January 1, 1997.
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<PAGE>
Long Term Disability Insurance. Long term disability plans provide partial
replacement of earnings to insured employees who become disabled for extended
periods of time. Standard's basic long term disability product covers
disabilities which occur both at work and elsewhere. In order to receive
disability benefits, an employee must be continuously disabled for a specified
waiting period, generally ranging from 30 to 180 days, as provided by the
policy. Monthly benefit payments ranging from 50% to 70% of salary are provided
as long as the employee remains continuously disabled. These benefits usually
are offset by other income that the disabled employee receives from sources
such as social security disability, workers compensation and sick leave. These
benefits also may be subject to certain maximum amounts and to maximum benefit
periods. Long term disability accounted for 44.7%, 45.1% and 44.4% of group
insurance premiums for 1998, 1997 and 1996, respectively.
Short Term Disability Insurance. Short term disability plans provide partial
replacement of earnings to insured employees who are temporarily disabled.
Short term disability plans generally require a short waiting period, ranging
from one to thirty days, before an employee may receive benefits. Maximum
benefit periods generally do not exceed 26 weeks. Short term disability
benefits also may be offset by other income, such as sick leave, that a
disabled employee may receive. Standard's basic short term disability policy
covers non-occupational disabilities only. Short term disability accounted for
9.6%, 8.6% and 7.8% of group insurance premiums for 1998, 1997 and 1996,
respectively.
Life and Accidental Death and Dismemberment Insurance. Group life insurance
provides coverage on the insured for a specified period and has no cash value.
Coverage is offered to employees and their dependents. Accidental death and
dismemberment insurance is usually provided in conjunction with group life and
is payable after the accidental death of the insured employee in an amount
based on the face amount of the policy. Accidental death and dismemberment also
covers dismemberment of the insured employee in an amount based on a schedule
contained in the policy. Group life and accidental death and dismemberment
insurance accounted for 36.3%, 36.6% and 37.2% of group insurance premiums for
1998, 1997 and 1996, respectively.
Dental Insurance and Other. Group dental insurance plans reimburse insured
employees and their dependents for dental services. Plans may cover only
preventive and basic care or more comprehensive care, including major services
and orthodontia. Group dental insurance and other accounted for 9.4%, 9.3% and
9.4% of group insurance premiums for 1998, 1997 and 1996, respectively.
Medical Stop Loss Insurance. Group medical stop loss plans are written to
insure an employer's medical reimbursement plan for a single claim over a
specified amount, to reimburse an employer when claims exceed an aggregate
amount, or both. In order to concentrate on its core group insurance business,
Standard discontinued the sale of group medical stop loss plans effective
January 1, 1997.
Marketing and Distribution
Over 100 well-trained group insurance sales representatives market
Standard's group products exclusively. These sales representatives, who are
employees of Standard, are compensated through salary and an incentive
compensation program. They sell Standard's group insurance products through a
nationwide network of approximately 13,000 employee benefits brokers, agents
and consultants. Standard's group insurance sales representatives are located
in 29 offices in principal cities of the United States and are managed by three
regional managers. These group field offices also provide field underwriting,
sales support and service through a field administrative staff of more than 150
employees.
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<PAGE>
Standard's group insurance products are designed for groups ranging in size
from two to over 150,000 lives. Standard is one of the leading providers of
group disability insurance to state governments and other public entities,
insuring approximately 1,600 such groups. Nonetheless, Standard endeavors to
market its group products to many different industries to provide industry
diversification, reducing potential claim fluctuations that may be associated
with specific businesses or professional groups. Standard's long term
disability and group life insurance annualized premiums in force by industry at
December 31, 1998 are set forth in the table below:
Long Term Disability and Group Life Insurance Annualized Premiums In Force by
Industry
<TABLE>
<CAPTION>
At December 31, 1998
-----------------------
Premiums % of Total
---------- -----------
(Dollars in millions)
<S> <C> <C>
Public Entities....................................... $ 143.2 24.5%
Services.............................................. 101.3 17.3
Professional.......................................... 90.4 15.4
Manufacturing......................................... 81.9 14.0
Finance............................................... 34.9 6.0
Schools............................................... 33.2 5.7
Retail................................................ 27.5 4.7
Transportation........................................ 24.9 4.2
Utility............................................... 13.5 2.3
Construction.......................................... 8.4 1.4
Resources............................................. 6.3 1.1
Other................................................. 20.0 3.4
---------- ---------
Total............................................... $ 585.5 100.0%
========== =========
</TABLE>
Standard's management believes that diversification by case size also
contributes to more stable claims experience and strives to maintain a diverse
range of case sizes in its group insurance portfolio. Standard's long term
disability and group life insurance annualized premiums in force by case size
at December 31, 1998 are set forth in the table below:
Long Term Disability and Group Life Insurance Annualized Premiums In Force by
Case Size
<TABLE>
<CAPTION>
At December 31, 1998
-----------------------
Premiums % of Total
---------- -----------
(Dollars in millions)
<S> <C> <C>
Small (fewer than 100 lives)......................... $ 164.0 28.0%
Medium (100-999 lives)............................... 133.6 22.8
Large (1000 or more lives, but less than $1 million
of annualized premium).............................. 124.2 21.2
Jumbo ($1 million or more of annualized premium)..... 163.7 28.0
---------- ---------
Total.............................................. $ 585.5 100.0%
========== =========
</TABLE>
Standard's strong market position has been based upon a historical focus on
the Western United States. Since 1991, however, Standard has opened twelve new
sales offices in the Eastern and Central regions of the nation. As staff
members in the newer offices have gained experience selling Standard's products
and additional sales representatives have been added, sales of group insurance
products in Standard's Eastern and Central regions have grown.
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<PAGE>
While sales in all regions are increasing, management believes that Standard
can achieve additional growth and penetration in all of its markets, but
particularly in the Eastern and Central regions where most offices have been
established for only a few years. Standard's long term disability and group
life insurance annualized premiums in force, by region, at December 31, 1998
are set forth in the following table:
Long Term Disability and Group Life Insurance Annualized Premiums In Force by
Region
<TABLE>
<CAPTION>
At December 31, 1998
-----------------------
Premiums % of Total
---------- -----------
(Dollars in millions)
<S> <C> <C>
Western............................................... $ 290.8 49.7%
Central............................................... 152.4 26.0
Eastern............................................... 142.3 24.3
---------- ---------
Total............................................... $ 585.5 100.0%
========== =========
</TABLE>
Standard's long term disability and group life insurance annualized premiums
in force by state at December 31, 1998 are set forth in the following table:
Long Term Disability and Group Life Insurance Annualized Premiums In Force by
State
<TABLE>
<CAPTION>
At December 31, 1998
-----------------------
Premiums % of Total
---------- -----------
(Dollars in millions)
<S> <C> <C>
California............................................ $ 107.9 18.4%
Oregon................................................ 74.1 12.7
Washington............................................ 72.7 12.4
Texas................................................. 40.4 6.9
Florida............................................... 25.9 4.4
Missouri.............................................. 25.8 4.4
Pennsylvania.......................................... 18.7 3.2
Arizona............................................... 15.7 2.7
Colorado.............................................. 15.3 2.6
Other................................................. 189.0 32.3
---------- ---------
Total............................................... $ 585.5 100.0%
========== =========
</TABLE>
Product Development
Standard continually monitors its Group Insurance products to ensure that
its products and services remain innovative and competitively priced and
provide the benefits that customers desire. While many customers seek only
basic coverage, Standard's management believes that it is also important to
offer customized coverage for groups with unique needs. Examples of recent
product innovations that are offered to Standard customers are:
. An accelerated benefits feature for group life policies that, under
certain conditions, provides up to 70% of the face amount to fund
medical and other expenses for an employee who is terminally ill,
while still assuring a minimum payment to the designated
beneficiary.
. A "family benefit" package for group life policies that can include
funds to pay college or retraining expenses for the spouse or other
dependent of a deceased employee, as well as designated funeral
expenses.
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<PAGE>
. A short term disability administrative-services-only contract for
long term disability customers who wish to self-insure their short
term disability coverage or replace their sick leave program. This
provides a valuable service for employers and allows Standard to
become involved earlier in the management of disability claims so
that rehabilitation and back-to-work strategies can be instituted at
the earliest appropriate time for each claimant.
Product Pricing and Management
Management believes that the flexibility in Standard's group products to
periodically re-underwrite and re-price group policies assists Standard in
maintaining the profitability of its group business. Standard initially sells
its group insurance products with a rate guarantee period of up to three years.
During the rate guarantee period, rates may only be changed in the event of a
material change in the composition of the insured group or a change in law.
Once this period has expired, Standard may assess the profitability of each
group policy annually and adjust rates to reflect claims experience and other
relevant factors.
Pricing for new and renewing group policies is based upon expected
morbidity, mortality and persistency, as well as on assumptions concerning
operating expenses, projected investment income and other relevant factors.
Pricing rates are adjusted regularly to reflect current trends.
Underwriting and Policy Issue
Standard's Group Underwriting and Policy Issue Department consists of
approximately 80 experienced case underwriters who have access to doctors,
medical underwriters and more than 75 other support personnel, including
specialized legal and accounting staff, to assist in evaluating the
occupational, geographic, medical, legal, financial and other risks associated
with each group coverage.
Extensive job-specific training is provided for Standard's underwriting
staff. An internal education and development unit is responsible for ensuring
that each newly hired underwriter is fully trained in risk assessment
techniques. Considerable additional training in more advanced topics is
regularly provided to the more senior members of the underwriting staff.
Underwriters are assigned to regional teams to focus on the unique risks and
economic factors that affect each area of the nation. In addition, because
large employee groups often present unique underwriting and plan design
challenges, Standard has formed a special unit that specializes in large case
underwriting. Underwriters on all teams maintain regular contact with
Standard's benefit analysts and actuarial staff to remain current on experience
trends and special claims circumstances.
An extensive policy manual, developed over the 45-year period during which
Standard has been active in the group insurance business, guides the
underwriting decision-making process. Each underwriting quotation is subject to
the review of an independent senior member of the Underwriting Department
before it is issued.
Claims Administration
Approximately 270 Standard employees manage group and individual disability
claims with an emphasis on getting people back to work. The staff includes
approximately 30 health care specialists and over 180 professional benefits
analysts who receive extensive and ongoing training in claims management
techniques.
Disability claims are managed by teams that include a nurse case manager,
several analysts and a vocational specialist. The benefit teams are supported
by doctors, specialty nurses and rehabilitation specialists, as well as legal
and accounting professionals and a special investigation unit that is used when
fraudulent claims are suspected.
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<PAGE>
Standard's practices seek to assure fair and objective claim determinations.
Standard stresses the importance of communicating regularly with each claimant.
Company experience has shown that active management during the early period of
a claim enhances the likelihood of successfully returning the claimant to work.
Accordingly, registered nurses and vocational specialists actively review each
new claim to determine appropriate intervention strategies and seek to identify
reasonable accommodations to facilitate return-to-work opportunities.
Historically, the duration of approximately 50% of all claims filed under
Standard Insurance Company's long term disability policies are of twelve months
or less.
The long term disability claims management staff use computer software that
aids in determining benefits in accordance with the provisions of each specific
contract, calculating reserves, offsetting benefits, taxes and overpayments,
establishing duration guidelines and generating correspondence and management
reports.
A separate staff manages group and individual life and dental claims. Life
and accidental death and dismemberment claims are managed by approximately 25
claims examiners and support personnel. Dental claim processing is a high-
volume activity that relies primarily on automated systems for efficient
processing. Approximately 40 dental claims examiners and support staff process
more than 50,000 claims per month using increasingly sophisticated technology.
Approximately 23% of dental claims are currently submitted to Standard
electronically by dental providers, and that number is expected to grow to 35%
within two years. More than 30% are adjudicated automatically, using systems
designed to screen for routine procedures, oral exams and preventive care.
Remaining claims that are received in paper format are scanned into an
electronic imaging system and processed by the examiners for payment.
Northwestern Mutual Life Insurance Company
Standard Insurance Company is involved in a reinsurance/third-party
administration arrangement with Northwestern Mutual Life Insurance Company
("NML") to market long term disability and short term disability products using
NML's name and career agency distribution system, pursuant to an agreement
entered into in 1987. Under this arrangement, Standard reinsures 60% of the
risk, and receives 60% of the premiums, for policies issued on or after January
1, 1993 on NML's behalf. For disability policies issued prior to January 1,
1993, Standard assumes 80% of the risk. In addition to assuming reinsurance
risk, Standard provides product design, pricing, state regulatory filings,
underwriting, legal support, claims management and other administrative
services under this arrangement. Premiums received by Standard for the assumed
NML business accounted for 4.2% of Standard's total premiums in 1998, and 4.0%
of Standard's total premiums in both 1997 and 1996.
Standard may consider similar arrangements with other financial institutions
in the future.
Retirement Plans Segment
Standard's Retirement Plans segment offers full-service 401(k) and other
pension plan products and services to private and public employers. Most sales
of Standard's Retirement Plans products include both financial services and
record-keeping arrangements, although financial services may be provided on a
stand-alone basis. The Retirement Plans segment was responsible for 5.6%, 5.8%
and 6.7% of Standard's total revenues in 1998, 1997 and 1996, respectively.
70
<PAGE>
The following table shows the number of retirement plan contracts in force
and assets under management for the periods indicated:
Retirement Plans Segment
<TABLE>
<CAPTION>
At December 31,
--------------------------
1998 1997 1996
-------- -------- --------
(Dollars in millions)
<S> <C> <C> <C>
Contracts in force:
Defined benefit..................................... 70 78 78
Defined contribution................................ 705 670 604
Financial services only............................. 90 89 90
-------- -------- --------
Total.............................................. 865 837 772
======== ======== ========
Assets under management:
General account..................................... $ 631.3 $ 637.7 $ 649.0
Separate account.................................... 668.5 483.3 322.8
-------- -------- --------
Total.............................................. $1,299.8 $1,121.0 $ 971.8
======== ======== ========
</TABLE>
Products
Standard's primary retirement plan product is a bundled 401(k) plan which
provides both financial services and record-keeping arrangements. Standard
currently offers 43 investment options, of which any single plan may include up
to 20 alternatives. Investments may be directed at the employer or employee
level, or both. Investment options include a short-term investment fund and two
fixed-rate portfolio funds that are managed by Standard's internal investment
staff as a portion of Standard's general account. In addition, plan sponsors
may choose from among 42 mutual funds provided by well-known managers including
Vanguard, Warburg Pincus, Janus, Columbia, and Fidelity, which are included in
Standard's separate account. A wide range of investment styles is offered
including large- and small-cap, growth, value, balanced and indexed funds. All
investment gains and losses on separate account investments, net of fees
charged by Standard and the fund manager, accrue to the plan participants.
Standard does not offer guaranteed investment contracts.
Marketing and Distribution
Standard's retirement plan products are designed to appeal primarily to
groups of 50 to 500 participants. Standard targets its sales effort toward
employer groups that can provide at least $120,000 of new deposits annually or
$200,000 of assets that can be transferred from existing plans.
Retirement plan products are currently marketed by salaried sales
representatives in seven offices through a network of employee benefit brokers
in the Western and Central United States. According to LIMRA, in 1996, fewer
than 50% of employee groups with between 25 and 100 employees were covered by
qualified 401(k) plans. In addition, fewer than 200 of Standard's current Group
Insurance customers (representing less than 1% of its group insurance
customers) are covered by a retirement plan provided by Standard. Standard
believes significant potential exists to increase sales of 401(k) products
through the enhancement of cross-selling efforts in its current retirement plan
markets and the establishment of cross-selling opportunities in markets not yet
served by the Retirement Plans segment.
71
<PAGE>
The Retirement Plans segment has opened three new offices since 1992,
including its first Retirement Plans sales office in the Central region in
Cincinnati in December 1996. Standard expects to expand its marketing network
in other Central and Eastern markets that are currently served by Standard's
Group Insurance segment. Standard has been successful in achieving meaningful
increases in retirement plan assets under management in its newer offices. The
table below shows sales results and assets under management from these offices
for the periods presented:
Sales and Assets under Management by Offices
<TABLE>
<CAPTION>
At or for the Year Ended
December 31,
--------------------------
1998 1997 1996
-------- -------- --------
(in millions)
<S> <C> <C> <C>
Cincinnati:
Sales.............................................. $ 14.9 $ 0.2 $ --
Assets under Management (1)........................ 52.2 28.4 --
Dallas:
Sales.............................................. $ 9.1 $ 10.2 $ 11.0
Assets under Management (1)........................ 75.0 55.7 64.0
Denver:
Sales.............................................. $ 7.5 $ 7.9 $ 5.2
Assets under Management............................ 35.0 37.6 28.6
</TABLE>
- --------
(1) Approximately $28.3 million of assets under management were transferred
from Dallas to the Cincinnati office during 1997.
Product Pricing and Management
Factors considered in the pricing of retirement plan products include
projected investment returns, expenses, and persistency. Standard charges fees
for investment management and record-keeping services and establishes interest
crediting rates on fixed-rate funds to maintain a positive spread between the
return on invested assets and the interest credited to plan participants.
Returns on mutual fund investments are reported to plan participants net of
fees charged by Standard and the fund managers. Pricing levels for investment
management and administrative services may be adjusted periodically. For fixed-
rate funds managed in the general account, interest crediting rates may
generally be adjusted periodically as market interest rate changes occur. See
"--Investments" for a description of Standard's approach to asset/liability
management.
Most of Standard's retirement plan contracts permit the partial or total
withdrawal of fund balances under certain circumstances, but may be subject to
withdrawal fees or penalties. See "Management's Discussion and Analysis of
Financial Condition and Results of Operation--Liquidity and Capital Resources--
Standard". Some withdrawals may be discouraged by federal tax laws that impose
penalties on plan participants for withdrawals under certain circumstances.
Administration
All retirement plans are administered in Standard's home office in Portland,
Oregon, by a staff of more than 125 professional and support personnel. The
Retirement Plans segment currently administers contracts under two
methodologies: traditional plans that allow quarterly investment directives by
employers and/or participants, and daily plans that allow daily investment
directives. Management believes that daily plans are more attractive to
customers and that administering both types of plans is inefficient and
requires more personnel than would be required if only one type of
72
<PAGE>
plan were offered. Accordingly, management has decided to discontinue the
traditional business. Approximately 78% of Standard's retirement plan business
has been converted to daily administration as of December 31, 1998, and
Standard plans to provide daily administration for all plans by the end of
1999. Standard currently provides systems that enable plan participants to
access information regarding their accounts by interactive telephone and a
system to provide secure Internet access to account information.
Individual Insurance Segment
The Individual Insurance segment sells life insurance, disability insurance,
individual annuities and other insurance products to individuals. For the
individual insurance market, a growing segment of customers is now reaching 45
years of age and older and changing their focus from loss avoidance to asset
accumulation. A strong stock market is increasing competition from investments
other than life insurance and annuities. Management believes that the
Individual Insurance segment will continue to provide stability and
diversification of earnings. The Individual Insurance segment was responsible
for 18.1%, 19.4%, and 21.7% of Standard's total revenues in 1998, 1997, and
1996, respectively.
Products
Standard's individual insurance products include whole life, universal life
(both single life and second-to-die), term life, disability income insurance
and individual annuities. For the life insurance-related products, several
options and riders are offered to provide such benefits as waiver of premium,
accidental death benefits, paid-up additions and accelerated benefits. Standard
currently does not offer a variable insurance product, but is investigating
strategic alliances or other initiatives that will enable it to do so. A
breakdown of premium and sales by product is contained in the table below:
Premium and Sales by Product
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------
1998 1997 1996
------- ------- --------
(Dollars in millions)
<S> <C> <C> <C>
Premiums and contract charges:
Life............................................. $ 82.0 $ 82.5 $ 90.9
Disability income................................ 8.7 8.2 8.1
Annuities........................................ 1.7 6.2 6.5
------- ------- --------
Total.......................................... $ 92.4 $ 96.9 $ 105.5
======= ======= ========
Sales (annualized new premiums):
Life............................................. $ 9.3 $ 9.8 $ 9.4
Disability income................................ 2.4 1.5 1.3
Annuities........................................ 12.3 26.0 19.6
------- ------- --------
Total sales.................................... $ 24.0 $ 37.3 $ 30.3
======= ======= ========
Persistency (% of premiums and contract charges)... 89.5% 90.9% 90.5%
</TABLE>
The Individual Insurance segment's major products are described below:
Whole Life. Whole life insurance provides guaranteed minimum death benefits
and guaranteed cash values in return for the periodic payment of a fixed
premium amount. Standard offers two plans, "whole life" with relatively lower
premiums and cash values and "special life" with higher premiums and cash
values. Both products offer a participating dividend scale. Policy dividends
can currently be paid in cash or used to reduce premiums, held to accumulate
interest, purchase paid-up insurance,
73
<PAGE>
purchase one-year term coverage or reduce a policy loan. Standard plans to
continue to offer products with a participating dividend scale after the
demutualization.
Term Life. Term life insurance provides life insurance protection for a
fixed period and has no cash value. Standard offers three major plans: an
increasing premium term to age 95, a ten-year level premium term, and a twenty-
year level premium product.
Universal Life. Universal life insurance provides guaranteed minimum death
benefits while providing the policyholder the flexibility to change both the
death benefit and premium payments. The cash values that emerge depend upon the
amount of premiums paid and the insurance charges. Cash values earn a minimum
guaranteed interest rate or higher if experience warrants. Insurance charges
are based on the more favorable of a current or a guaranteed scale. Standard
offers a traditional universal life policy and a second-to-die universal life
policy.
Disability Income Insurance. Disability income insurance provides partial
replacement of earnings to insured participants who become disabled. The
amount, timing and duration of payments vary by policy type and coverage level
purchased. Standard offers both non-cancelable and guaranteed renewal
disability income products. Products designed specifically for small businesses
include coverage to reimburse the expense of ongoing overhead and assist in
ownership transition in the event of the disability of a key owner.
Annuities. Annuities are contracts that usually fund a stream of payments
either for a certain period or for life. Premium payments may vary from an
initial lump sum payment to fixed or variable monthly payments. Benefits may
commence either immediately or be deferred to a later date to take advantage of
certain tax laws. Annuities are often used to fund IRAs and other tax-favored
retirement plans.
Marketing and Distribution
Standard's Individual Insurance segment markets a broad line of individual
life and disability insurance and annuity products to middle- and upper-middle
income individuals and families, professionals and executives, small- to
medium-size business owners and individuals aspiring to these groups.
Standard's individual insurance products are distributed by approximately
1,250 licensed agents and brokers. Primary distribution channels include 15
career general agencies in seven western states, 16 independent master general
agencies in the Western and Central regions of the nation, and four regional
directors who oversee independent personal producing general agents in the
Central region.
Product Development
Standard monitors its individual insurance and annuity products to ensure
that they are competitively priced and meet customer needs. In 1998, A.M.
Best's Policy Reports rated Standard's Flexible Premium Deferred Annuity as the
best product of its type for 10-year accumulation and surrender values and
ranked certain of Standard's whole life products and certain of Standard's
universal life products among the top ten of such products among reporting
companies. The comparison of whole life products was based upon a twenty-year
analysis of actual premiums and other consideration paid, net of policyholder
dividends and other credits, while rankings of universal life products were
determined by a ten-year study of surrender values.
74
<PAGE>
Product Pricing and Management
Factors considered in setting premiums, interest rates and benefits for
individual insurance and annuity products include assumptions as to future
investment returns, expenses, persistency, mortality and morbidity. Long-term
profitability of these products is affected by the degree to which future
experience deviates from these assumptions, as well as by Standard's
adjustments to non-guaranteed benefits and by other contract elements.
An important element of product pricing and management of interest-sensitive
products (universal life and deferred annuities) is the maintenance of target
interest rate spreads. For interest-sensitive products, crediting rates are
reviewed at least monthly (or more often if rates are changing rapidly) by
investment officers and pricing actuaries, with adjustments made as necessary.
Individual insurance products with cash values permit the policyholder to
partially or totally surrender or withdraw for the cash value. Such surrenders
or withdrawals may be subject to a charge imposed by Standard. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operation--Liquidity and Capital Resources--Standard". In addition, some
withdrawals may be discouraged by federal tax laws that impose penalties on
plan participants for withdrawals under certain circumstances.
Underwriting and Administration
Individual underwriting is centralized at Standard's home office in
Portland, Oregon. In order to benefit from economies of scale, individual
insurance claims are managed by the Group Insurance segment's benefit staff and
claim administration systems.
Customer services for the segment's agency force and its individual insureds
and annuitants are provided by Standard's home office in Portland, Oregon. In
1998, Standard completed the installation of a new policy administration system
for the Individual Insurance segment which replaced several systems, the most
significant of which had been in operation since 1980. The new system is
designed to provide real-time access to customer records, which is expected to
allow Standard to substantially enhance its customer service to agents,
individual insureds and annuitants. In addition, management believes that the
newly installed system will contribute to increased efficiency and reduced
staffing levels in the Individual Insurance segment in the future.
Other
Standard's other financial service businesses are generally non-insurance
related, including its commercial mortgage loan business conducted by SMI and
its real estate management business conducted by Standard Real Estate
Investors, LLC ("SREI").
75
<PAGE>
SMI. SMI originates small commercial mortgage loans, generally ranging in
size from $500,000 to $2.0 million, through a nationwide network of mortgage
banking companies. In addition to supplying loans for Standard's investment
portfolio, SMI sells mortgage loans and participation interests in such loans
to non-affiliated institutional investors such as banks and other life
insurance companies. SMI earns fees by providing loan servicing and other
administrative services to such investors. SMI commenced operations in 1996 and
is staffed by former members of Standard's mortgage loan department. Mortgage
loans under management, mortgage loans originated, mortgage commitment fees and
servicing and administrative income from Standard and non-affiliated investors
for the periods indicated are shown in the following table:
Standard Mortgage Investors, LLC
<TABLE>
<CAPTION>
At or for the
Year Ended December 31,
--------------------------
1998 1997 1996
-------- -------- --------
(in millions)
<S> <C> <C> <C>
Mortgage loans under management:
Standard.......................................... $1,718.7 $1,595.9 $1,511.9
Other investors................................... 239.9 197.6 104.3
-------- -------- --------
Total........................................... $1,958.6 $1,793.5 $1,616.2
======== ======== ========
Mortgage loans originated........................... $ 440.9 $ 391.8 $ 280.8
Mortgage commitment fees received................... $ 4.8 $ 3.9 $ 2.6
Servicing and administration income:
Standard.......................................... $ 2.7 $ 2.5 $ 2.4
Other investors................................... 0.6 0.4 0.1
-------- -------- --------
Total........................................... $ 3.3 $ 2.9 $ 2.5
======== ======== ========
</TABLE>
Management believes that SMI can originate more commercial mortgage loans
than will be required by Standard for its investment portfolio. SMI believes
that it is the largest life insurance company originator of small commercial
loans in the U.S., although its market share of small commercial loan
originations is less than 1% nationwide. Further, although SMI currently
originates mortgage loans in 85 Metropolitan Statistical Areas ("MSAs"), there
are at least 86 additional MSAs with populations of 300,000 or more which are
not yet served by SMI. Management believes it can increase its loan origination
market share and enhance fee income from both mortgage loan originations and
mortgage loan servicing. It has expanded its underwriting, closing and
servicing staff from 24 in 1996 to 34 at December 31, 1998 to process the
increased volume of business. SMI intends to expand its marketing of mortgage
loans, loan participations and related services to additional life insurance
companies and commercial banks, as well as to pension funds and mortgage loan
conduits.
SREI. SREI commenced operations in 1996. It is staffed by former members of
Standard's real estate department and continues to manage Standard's home
office complex, as well as its investment and development real estate. SREI is
licensed to offer property and asset management services to non-affiliated
investors, but does not yet provide such services. See "Investments--Real
Estate".
Investments
General
Standard maintains a diversified investment portfolio, which is regulated by
the insurance laws of the state of Oregon and other states in which Standard
does business. Oregon law generally limits investments to bonds and other fixed
maturity securities, mortgage loans, common and preferred stocks, real estate,
and obligations collateralized by cash values of life insurance policies.
76
<PAGE>
Decisions to acquire and dispose of investments are made in accordance with
guidelines adopted and modified from time to time by Standard's Board of
Directors. Each transaction requires the approval of one or more members of
Standard's senior investment staff, with increasingly higher approval
authorities required for larger investments. All transactions are reported
monthly to the Executive Committee of the Board of Directors.
Asset allocation is dependent on factors such as asset/liability matching
and liquidity considerations, economic conditions, tax issues, regulatory
considerations and social/community considerations. Standard's policy reserves
and other liabilities are calculated in accordance with regulations and
contract provisions that must assume compounding interest at fixed rates of
return. Maturities and provisions for early withdrawal vary widely by product
type and contract form and are monitored continuously by Standard's actuaries.
Cash flow testing is performed annually to ensure that asset types and
maturities are appropriate for Standard's product mix and that Standard can
meet its obligations to policyholders under a wide variety of economic
conditions. Standard's cash flow testing consistently supports the allocation
of a large majority of assets to fixed income investments under a wide range of
economic scenarios. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Interest Rate Risk Management".
The following table summarizes consolidated general account invested assets
at the dates indicated:
Summary of Investments
<TABLE>
<CAPTION>
At December 31,
----------------------------------------------------------------------------
1998 1997
------------------------------------- -------------------------------------
Estimated Estimated
Carrying Value Market Value Yield (2) Carrying Value Market Value Yield (2)
-------------- ------------ --------- -------------- ------------ ---------
(Dollars in millions)
<S> <C> <C> <C> <C> <C> <C>
Fixed Maturity
Securities (1):
Available for Sale.... $2,188.5 $2,188.5 6.92% $1,709.7 $1,709.7 7.02%
Held to Maturity...... -- -- -- 324.8 343.7 7.77
Trading............... 25.4 25.4 --(3) -- -- --
Equity Securities....... 0.3 0.3 -- 0.1 0.1 --
Mortgage Loans.......... 1,708.1 1,887.1 9.64 1,603.2 1,631.8 9.37
Real Estate............. 93.0 93.0 6.12 102.3 102.3 5.28
Policy Loans............ 111.0 111.0 6.78 107.0 107.0 6.79
Collateral Loans........ 71.2 68.0 10.22 73.8 69.4 10.30
-------- -------- ----- -------- -------- -----
Total Investments... $4,197.5 $4,373.3 7.95% $3,920.9 $3,964.0 8.01%
======== ======== ===== ======== ======== =====
</TABLE>
- --------
(1) Effective July 1, 1998, Standard adopted FAS No. 133 and in connection
therewith designated all bonds formerly classified as Held to Maturity as
Available for Sale.
(2) Yield is calculated as net investment income divided by average assets.
(3) Yield is not meaningful due to short-term asset holding period.
77
<PAGE>
Because a significant portion of Standard's business is long term disability
insurance, Standard's liability structure is significantly different from that
of most U.S. life insurance companies. Standard's large block of disability
reserves cannot be withdrawn by policyholders or claimants, and claim payments
are issued monthly over periods that may extend for many years. This holding of
long-term reserves makes it possible for Standard to allocate a greater portion
of its assets to long-term commercial mortgage loans than many other life
insurance companies. The delinquency and loss performance of Standard's
mortgage loan portfolio has consistently outperformed the life insurance
industry averages by wide margins as reported by the ACLI. The following table
sets forth the mortgage loan delinquency rates for Standard and the industry as
a whole, as reported by ACLI, at the dates indicated:
Mortgage Loan Delinquency (1)
<TABLE>
<CAPTION>
At December 31,
----------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Industry (2).............. 0.56% 0.92% 1.76% 2.37% 3.31% 4.38% 6.37% 5.71% 3.62%
Standard.................. 0.10 0.04 0.08 0.27 0.63 0.49 0.38 0.83 0.68
</TABLE>
- --------
(1) Includes loans that are delinquent and in process of foreclosure. As
defined by the ACLI, mortgage loans are classified as delinquent when they
are 60 days or more past due as to the payment of interest or principal.
(2) As reported by the ACLI.
Due in part to the performance of the mortgage loan portfolio, Standard has
consistently recorded investment yields that are substantially more favorable
than the average life insurance industry performance. Standard's investment
strategy has been recognized by rating agencies as a competitive advantage for
Standard. The following table sets forth Standard's statutory net investment
yield and average statutory net investment yield for the industry as a whole,
as reported by the ACLI, at the dates indicated:
Statutory Net Investment Yield (1)
<TABLE>
<CAPTION>
At December 31,
----------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991 1990
---- ---- ---- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ACLI Industry Average
Portfolio Yield(2)(3).. -- 7.71% 7.79% 7.90% 7.63% 8.04% 8.58% 9.09% 9.31%
Standard Investment
Portfolio Yield(2)..... 8.11% 8.27 8.37 8.54 8.45 8.84 9.25 9.46 9.53
Standard Mortgage Loan
Portfolio Yield(2)..... 9.29 9.46 9.90 10.12 10.15 10.45 10.63 10.84 10.83
</TABLE>
- --------
(1) Statutory net investment yield is defined as the quotient of (i) two times
net investment income for the period, divided by (ii) invested assets at
the beginning of the period plus invested assets at the end of the period,
minus net investment income for the period.
(2) Calculated on the basis of statutory accounting practices, net of expenses.
(3) 1998 annual data not yet available.
Fixed Maturity Securities
Standard's objective is to maintain a high quality, well-diversified fixed
income portfolio that provides both liquidity and competitive investment
returns. Standard's portfolio of fixed maturity securities consists primarily
of highly rated corporate bonds, U.S. treasury securities and obligations
78
<PAGE>
of U.S. government sponsored agencies. The amount invested in fixed maturity
securities at December 31, 1998 was $2.2 billion, representing 52.7% of total
general account invested assets. At December 31, 1998, publicly traded bonds
comprised 92.1% of Standard's total fixed maturity securities portfolio.
The public and private fixed maturity securities held by Standard are
evaluated annually by the Securities Valuation Office ("SVO") of the NAIC. The
SVO evaluates the investments of insurers for regulatory reporting purposes and
assigns securities to one of six categories called "NAIC Designations." NAIC
designations of "1" or "2" include bonds considered investment grade, which
include bonds rated Baa3 or higher by Moody's Investors Service or BBB- or
higher by Standard & Poor's. NAIC Designations of "3" through "6" are referred
to as below investment grade, which include bonds rated Ba1 or lower by Moody's
Investors Service and BB+ or lower by Standard & Poor's. At December 31, 1998,
99.5% of the fixed maturity securities portfolio was invested in NAIC
designation "1" and "2" investment grade securities. The weighted average
remaining maturity of the portfolio at that date was 6.6 years and the overall
average S&P quality rating was AA. There were no bonds in default at December
31, 1998.
New investments for the publicly traded portfolio consist of issues which
are rated BBB/Baa2 or higher. The same minimum credit standards apply to
private placements, which consist primarily of rated securities sold pursuant
to Rule 144A under the Securities Act of 1933 (the "Securities Act") and
participations in private issues of larger companies, which also maintain rated
public debt. In cases where no public rating information is available, members
of Standard's securities staff satisfy themselves that the financial and
operating performance of the issuer would reasonably justify at least a
Baa2/BBB rating. No public or private issue is purchased unless it has received
an NAIC 1 or 2 designation.
The following table sets forth the fixed maturity securities portfolio by
NAIC designation at the dates indicated:
Fixed Maturity Securities by NAIC Designation
<TABLE>
<CAPTION>
At December 31,
-------------------------------------------
Rating 1998 1997
Agency -------------- --------------
NAIC Equivalent Carrying % of Carrying % of
Designation Designations Value Total Value Total
----------- ------------ -------- ----- -------- -----
(Dollars in millions)
<S> <C> <C> <C> <C> <C>
1................................. A or higher $1,883.2 85.1% $1,767.6 86.9%
2................................. BBB/Baa 319.1 14.4 257.4 12.6
3................................. BB/Ba 10.7 0.5 9.5 0.5
4................................. B or lower 0.9 -- -- --
-------- ----- -------- -----
Total............................ $2,213.9 100.0% $2,034.5 100.0%
======== ===== ======== =====
</TABLE>
79
<PAGE>
The table below sets forth the carrying value and the estimated fair value
of Standard's fixed maturity securities portfolio at the dates indicated:
Fixed Maturity Securities Carrying Value and Estimated Fair Value
<TABLE>
<CAPTION>
At December 31,
-------------------------------------
1998 1997
------------------ ------------------
Estimated Estimated
Carrying Fair Carrying Fair
Value Value Value Value
-------- --------- -------- ---------
(in millions)
<S> <C> <C> <C> <C>
U.S. Treasury and agency securities...... $ 589.7 $ 589.7 $ 598.2 $ 606.4
Obligations of states and political
subdivisions............................ 36.8 36.8 36.0 36.2
Debt securities issued by foreign
governments and political subdivisions
and international agencies.............. 69.5 69.5 65.4 66.6
Mortgage backed securities............... 9.4 9.4 12.5 12.6
Corporate securities..................... 1,508.5 1,508.5 1,322.4 1,331.6
-------- -------- -------- --------
Total................................ $2,213.9 $2,213.9 $2,034.5 $2,053.4
======== ======== ======== ========
</TABLE>
The estimated fair values of fixed maturity securities are based on quoted
market prices, where available, or on values obtained from independent pricing
services. Where no independent value is available, fair value is estimated by
Standard. Foreign securities are limited to those issued in Canada and
denominated in U.S. dollars.
Standard believes that the maturity distribution of its fixed maturity
portfolio is sufficiently diversified and adequately matched to the durations
and cash flow requirements of its liabilities. Management carefully monitors
and manages the maturity distribution of its fixed maturity securities
portfolio, taking into consideration investment return requirements, asset and
liability durations, risk tolerance and cash flow requirements.
The following table summarizes fixed maturity securities by remaining
contractual maturity as of the dates indicated:
Maturity Distribution of Fixed Maturity Securities Portfolio
<TABLE>
<CAPTION>
At December 31,
------------------------------
1998 1997
-------------- --------------
Carrying % of Carrying % of
Value Total Value Total
-------- ----- -------- -----
(Dollars in millions)
<S> <C> <C> <C> <C>
1 year or less.................................. $ 79.1 3.6% $ 49.4 2.4%
1 year to 5 years............................... 941.7 42.5 637.3 31.3
5 years to 10 years............................. 873.8 39.5 1,019.3 50.1
Over 10 years................................... 319.3 14.4 328.5 16.2
-------- ----- -------- -----
Total....................................... $2,213.9 100.0% $2,034.5 100.0%
======== ===== ======== =====
</TABLE>
80
<PAGE>
Management recognizes that adequate diversification of Standard's fixed
maturity portfolio is desirable to reduce Standard's vulnerability to adverse
credit events in specific businesses or economic sectors. With the exception of
U.S. treasury and agency securities, Standard's policy is to limit individual
issuer exposure in the fixed maturity portfolio to no more than 10% of the sum
of statutory capital and surplus and the asset valuation reserve ("AVR") ($43.3
million at December 31, 1998). Fixed maturity securities were diversified by
category at December 31, 1998 as follows:
Fixed Maturity Securities Portfolio
<TABLE>
<CAPTION>
At December 31, 1998
----------------------------------------------
Public Private Total
-------------- -------------- --------------
Carrying % of Carrying % of Carrying % of
Value Total Value Total Value Total
-------- ----- -------- ----- -------- -----
(Dollars in millions)
<S> <C> <C> <C> <C> <C> <C>
U.S. Treasury and agency
securities.................... $ 575.1 28.2% $ 14.6 8.4% $ 589.7 26.6%
Obligations of states and
political subdivisions........ 36.8 1.8 -- -- 36.8 1.7
Debt securities issued by
foreign governments and
political subdivisions and
international agencies........ 57.1 2.8 12.4 7.1 69.5 3.1
Mortgage backed securities..... 8.9 0.4 0.5 0.3 9.4 0.4
Corporate securities:
Utilities.................... 314.8 15.4 21.5 12.3 336.3 15.2
Transportation............... 85.7 4.2 17.8 10.2 103.5 4.7
Finance/Insurance............ 262.4 12.9 40.3 23.1 302.7 13.7
Industrial................... 698.5 34.3 67.5 38.6 766.0 34.6
-------- ----- ------ ----- -------- -----
Total...................... $2,039.3 100.0% $174.6 100.0% $2,213.9 100.0%
======== ===== ====== ===== ======== =====
</TABLE>
Mortgage Loans
Mortgage loans of $1.7 billion represented 40.7% of Standard's total general
account invested assets at December 31, 1998. Substantially all of the loans
were commercial mortgage loans, with the remainder in residential and
agricultural loans. Standard's mortgage loan portfolio is originated and
managed by SMI, which is wholly owned by Standard.
The focus of Standard's mortgage loan portfolio is on existing income-
producing properties with proven ability to generate net cash flow in excess of
debt service requirements. Diversification is accomplished by adherence to a
policy of making a large number of relatively small loans, typically ranging in
size from $500,000 to $2.0 million. Standard believes that because many other
long-term lenders compete for larger loans, there is decreased competition in
the small loan market. As a result, Standard is able to earn a higher yield on
its mortgage portfolio and enforce stricter underwriting requirements.
Major mortgage loan property types include industrial, retail and
professional and medical office, with lesser emphasis on multi-family housing,
mobile home parks and other property types. Standard does not make construction
loans, land loans or loans which expose Standard to significant development or
initial leasing risk.
SMI's underwriting staff values each property, utilizing information from
mortgage banking correspondents and independent appraisers. SMI maintains
strict underwriting criteria, which limit
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<PAGE>
loan-to-value ratios to 75% and amortization periods to 25 years or less. Debt
service requirements limit loan-to-value ratios further on loans with shorter
amortization periods. On new loans originated in 1998, the approximate average
amortization period was 18.9 years and the average loan-to-value ratio was
66.5%.
Mortgage lending in the United States may be conducted on a recourse or non-
recourse basis. A fully non-recourse loan is one in which the loan is
collateralized by real estate, but the lender receives no pledge of repayment
from the borrower. Recourse loans are those in which the real estate collateral
is additionally supported by a pledge to repay from a borrower or guarantor.
Recourse may consist of an unconditional pledge to repay the loan in full,
known as "full recourse", or it may be limited to a specific maximum dollar
amount, known as "partial recourse". It may also be limited to specific
obligations such as the payment of real estate taxes, casualty insurance
premiums and proceeds and environmental claims. Standard's experience indicates
that loans with full or significant partial recourse are more likely to be
repaid than non-recourse loans. Management estimates that at December 31, 1998,
more than 90% of Standard's mortgage loans provided for full recourse to
borrowers deemed by Standard to be creditworthy. An additional 5% had partial
recourse, which pledged repayment of no less than 25% of the loan amount in the
event of foreclosure. All of Standard's loans provide for recourse to the
borrower or a guarantor with respect to representations and warranties in the
loan documents, in the event of fraud, and with respect to environmental
claims. Standard does not make non-recourse loans.
Standard carefully monitors its mortgage lending exposure to individual
borrowers. No single borrower exceeded Standard's self-imposed limit of 10% of
the sum of statutory capital and surplus and AVR ($43.3 million at December 31,
1998).
Standard faces several different risks in connection with its mortgage loans
operations. Standard is exposed to the credit risks of delinquency and default
on its mortgage loans. However, the delinquency rate of Standard's mortgage
loan portfolio has historically been lower than the industry average. At
December 31, 1998, Standard's loans that were either delinquent or in process
of foreclosure totaled 0.10% of its mortgage loan portfolio, compared to the
ACLI industry average of 0.56%. Such credit risk is greater with respect to
mortgage loans having balloon payment maturities. The default rate on mortgage
loans with balloon payment maturities has historically been higher than for
mortgage loans with standard repayment schedules. In addition, since most of
the principal is being repaid at maturity, the amount of loss on a default is
generally greater than on other mortgage loans. At December 31, 1998,
approximately 68.3% of Standard's portfolio of mortgage loans had balloon
payment maturities. See "Risk Factors--Investment Portfolio Risks--
Delinquencies and Balloon Payments on Mortgage Loans May Adversely Affect
Profitability".
Commercial mortgage loans and real estate investments are relatively
illiquid. If Standard requires significant amounts of cash at short notice,
Standard may have difficulty selling these investments at attractive prices, in
a timely manner or both.
In addition, under the laws of some states and under Comprehensive
Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"),
Standard may be liable for certain environmental liabilities at a property
securing a mortgage held by Standard. Standard also risks such liability
arising out of foreclosure of a mortgaged property securing a mortgage loan
owned by it. Standard routinely conducts environmental assessments for real
estate being acquired for investment. As a commercial mortgage lender, Standard
customarily conducts environmental assessments prior to making mortgage loans
secured by real estate and before taking title through foreclosure to real
estate collateralizing delinquent mortgage loans held by Standard. See "Risk
Factors--Environmental Liability Exposure May Result From Mortgage Loan and
Real Estate Investments".
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<PAGE>
The following table sets forth Standard's mortgage portfolio by property
type at the dates indicated:
Composition of Mortgages by Property Type
<TABLE>
<CAPTION>
At December 31,
------------------------------
1998 1997
-------------- --------------
Carrying % of Carrying % of
Value Total Value Total
-------- ----- -------- -----
(Dollars in millions)
<S> <C> <C> <C> <C>
Retail.......................................... $ 845.2 49.5% $ 815.8 50.9%
Industrial...................................... 449.4 26.3 412.0 25.7
Office.......................................... 291.5 17.1 259.7 16.2
Commercial...................................... 61.1 3.6 56.1 3.5
Apartment....................................... 43.1 2.5 40.6 2.5
Residential..................................... 16.0 0.9 15.4 1.0
Agricultural.................................... 1.1 0.1 1.4 0.1
Hotel/Motel..................................... 0.7 -- 2.2 0.1
-------- ----- -------- -----
Total......................................... $1,708.1 100.0% $1,603.2 100.0%
======== ===== ======== =====
</TABLE>
Standard's concentration of mortgage loans in the Western states is the
result of its location on the West Coast and the historical focus of its
business activities west of the Rocky Mountains. At December 31, 1998, 43.8% of
the carrying value of the portfolio was collateralized by properties in
California, which represents a decrease from 48.6% at December 31, 1997 and
51.5% at December 31, 1996. Standard has established a program to expand and
diversify geographically its mortgage banking correspondent network, with a
particular emphasis on the Central and Eastern regions of the United States.
The allocation of new mortgage loan money to California was approximately 38%
for 1998 and 32% for 1997.
83
<PAGE>
The following table sets forth by region the composition of Standard's
mortgage loan portfolio at the dates indicated:
Composition of Mortgage Loan Portfolio by Region
<TABLE>
<CAPTION>
At December 31,
------------------------------
1998 1997
-------------- --------------
Carrying % of Carrying % of
Value Total Value Total
-------- ----- -------- -----
(Dollars in millions)
<S> <C> <C> <C> <C>
New England..................................... $ 7.1 0.4% $ 2.6 0.2%
Middle Atlantic................................. 28.3 1.7 10.4 0.6
East North Central.............................. 142.6 8.3 110.9 6.9
West North Central.............................. 78.5 4.6 60.7 3.8
South Atlantic.................................. 103.4 6.0 63.7 4.0
East South Central.............................. 9.5 0.6 7.0 0.4
West South Central.............................. 147.0 8.6 141.2 8.8
Mountain........................................ 203.3 11.9 193.2 12.0
California:
Los Angeles County............................ 231.7 13.6 261.7 16.3
Orange County................................. 86.3 5.0 84.5 5.3
Other Southern Counties....................... 167.6 9.8 180.7 11.3
Central....................................... 116.1 6.8 122.2 7.6
Northern...................................... 146.2 8.6 130.0 8.1
Oregon.......................................... 147.8 8.6 145.7 9.1
Washington...................................... 91.5 5.4 82.6 5.2
Alaska/Hawaii................................... 1.2 0.1 6.1 0.4
-------- ----- -------- -----
Total....................................... $1,708.1 100.0% $1,603.2 100.0%
======== ===== ======== =====
</TABLE>
Standard has invested in mortgage loans in California and other West Coast
states for more than 40 years, and believes it has gained considerable
experience during that time in evaluating earthquake risk. Standard generally
does not require earthquake insurance for properties on which it makes mortgage
loans; however, management believes that earthquake risk can be effectively
mitigated by:
. diversifying its risk by making a large number of loans on smaller
properties in many diverse locations;
. avoiding loans secured by properties located in immediate proximity
to known earthquake fault lines;
. limiting loans predominantly to building types that have shown an
ability to withstand earthquakes, such as single-story wood frame
and concrete tilt-up structures; and
. ensuring that properties are inspected for structural soundness and
compliance with earthquake and other building codes prior to the
funding of loans.
Following the Northridge, California earthquake in January 1994, Standard
identified and, over a two-year period, studied its experience on the 143 loans
in its portfolio that were secured by properties located within approximately 5
miles of the epicenter of the earthquake. During the study period, monthly
payments were made on a timely basis on all but five of the identified loans.
One was restructured to allow no more than five payments to be deferred while
property repairs were undertaken, and all subsequent payments were made as
agreed. Only one property, with a loan balance of approximately $807,000, was
damaged so severely that it could not be repaired, and the loan was ultimately
foreclosed.
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<PAGE>
The following table sets forth additions to and reductions from the mortgage
loan portfolio for the periods indicated:
Mortgage Loan Asset Flow
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------
1998 1997 1996
-------- -------- --------
(in millions)
<S> <C> <C> <C>
Mortgage loan balance, beginning of period.......... $1,603.2 $1,514.5 $1,474.9
Additions during period:
New mortgage loans................................. 440.8 376.9 278.0
Cost of mortgages purchased........................ -- 14.7 2.4
Other.............................................. 0.1 0.2 0.4
-------- -------- --------
Total additions................................. 440.9 391.8 280.8
-------- -------- --------
Deductions during the period:
Payments and other credits......................... 243.4 191.0 168.7
Foreclosures....................................... 0.8 1.3 5.6
Sales.............................................. 91.6 110.5 65.4
Other.............................................. 0.2 0.3 1.5
-------- -------- --------
Total deductions................................ 336.0 303.1 241.2
-------- -------- --------
Mortgage loan balance, end of period................ $1,708.1 $1,603.2 $1,514.5
======== ======== ========
</TABLE>
The following table shows the disposition of scheduled balloon mortgage loan
maturities for the dates indicated:
Mortgage Loan Scheduled Principal Repayments
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------
1998 1997
--------------- ---------------
Principal % of Principal % of
Balance Total Balance Total
--------- ----- --------- -----
(Dollars in millions)
<S> <C> <C> <C> <C>
Paid as scheduled............................ $28.6 49.7% $28.7 43.0%
Voluntary extensions......................... 17.0 29.6 11.3 17.0
Voluntary refinances......................... 11.9 20.7 25.3 38.0
Restructured................................. -- -- -- --
Delinquent or foreclosed..................... -- -- 1.3 2.0
----- ----- ----- -----
Total repayments........................... $57.5 100.0% $66.6 100.0%
===== ===== ===== =====
</TABLE>
Standard seeks to refinance maturing mortgage loans in good standing or
extend them on a long-term basis.
The weighted average maturity of the mortgage loan portfolio at December 31,
1998 was 9.0 years, based on contractual maturity dates rather than the dates
on which interest rates on the loans may be reset. At December 31, 1998, 68.3%
of the principal balance of Standard's mortgage portfolio consisted of mortgage
loans with balloon maturities.
85
<PAGE>
The following table shows the contractual maturities for the mortgage loan
portfolio at the dates indicated:
Mortgage Loan Portfolio Contractual Maturities
<TABLE>
<CAPTION>
At December 31,
--------------------------------
1998 1997
--------------- ---------------
Principal % of Principal % of
Balance Total Balance Total
--------- ----- --------- -----
(Dollars in millions)
<S> <C> <C> <C> <C>
3 years or less............................... $ 170.0 10.0% $ 195.7 12.2%
3 to 5 years.................................. 143.4 8.4 187.3 11.7
5 to 10 years................................. 763.7 44.7 724.8 45.2
10 to 15 years................................ 534.3 31.3 418.6 26.1
15 to 20 years................................ 74.1 4.3 58.9 3.7
Over 20 years................................. 22.6 1.3 17.9 1.1
-------- ----- -------- -----
Total....................................... $1,708.1 100.0% $1,603.2 100.0%
======== ===== ======== =====
</TABLE>
Mortgage loan payments are collected either directly by SMI staff members or
by mortgage loan correspondents who enter into contracts to provide limited
services with respect to loans. Payments on all loans are tracked daily by SMI
staff and, in the event they are late, collection efforts are initiated
promptly. Each property that secures a loan with a principal balance in excess
of $1,000,000 is required to be inspected annually. For portfolio surveillance
purposes, loans that Standard believes may be potential problem loans are
placed on an internal watchlist and monitored regularly.
In the event of delinquencies in excess of 60 days, Standard retains outside
legal counsel. Standard's policy is to cause receivers to be appointed as soon
as possible with foreclosure generally pursued as quickly as statutorily
allowed.
The following table sets forth the mortgage loans that are delinquent or in
the process of foreclosure by property type, at the dates indicated:
Mortgage Loans Delinquent or in Process of Foreclosure by Property Type
<TABLE>
<CAPTION>
At December 31,
-------------------------------
1998 1997
--------------- ---------------
Number Number
Carrying of Carrying of
Value Loans Value Loans
-------- ------ -------- ------
(Dollars in millions)
<S> <C> <C> <C> <C>
Retail.......................................... $0.9 2 $0.7 1
Office.......................................... 0.8 1 -- --
Other........................................... 0.1 1 -- --
---- --- ---- ---
Total......................................... $1.8 4 $0.7 1
==== === ==== ===
</TABLE>
Standard continues to experience rates of delinquencies, foreclosures and
losses significantly below industry averages and believes that strict
underwriting criteria, combined with aggressive action on delinquencies, has
contributed to these favorable results. See "--Investments--General".
Restructured mortgage loans are loans whose original terms, such as interest
rate, periodic payment and/or maturity date, have been modified as the result
of an actual or anticipated
86
<PAGE>
delinquency and are currently in good standing relative to their restructured
terms. At December 31, 1998, Standard had ten restructured loans with a
carrying value of $7.7 million. Only two of these loans, with an aggregate
carrying value of $1.7 million, have interest rates that were below market at
the date the loan was restructured.
Real estate acquired in satisfaction of debt is transferred to Standard's
real estate portfolio at the lower of cost or fair value as determined by
current appraisals performed by independent appraisers. Cost includes the
outstanding principal balance of the mortgage loan at the time of foreclosure,
uncollected interest and foreclosure costs. Subsequent to transfer to the real
estate portfolio, foreclosed real estate is carried at the lower of depreciated
cost or fair value less estimated selling costs, which is based on annual
evaluations of estimated fair value.
At December 31, 1998, Standard owned 9 foreclosed properties, all of which
were commercial properties, with an aggregate book value of $6.6 million. In
addition to these properties, Standard carries contracts of sale with a book
value of $1.7 million in connection with the prior sale of foreclosed
properties. Foreclosed properties are actively managed for disposition. During
1998, five foreclosed properties with a carrying value of $3.4 million were
sold at a combined net gain, after selling expenses, of $0.1 million.
Real Estate
Standard's real estate portfolio is managed by SREI, which is wholly owned
by Standard. At December 31, 1998, the carrying value of Standard's real estate
portfolio was as shown in the chart below:
Real Estate Holdings
<TABLE>
<CAPTION>
At December 31, 1998
------------------------
Carrying
Value % of Total
---------- -----------
(Dollars in millions)
<S> <C> <C>
Investment........................................ $ 74.6 80.2%
Undeveloped land.................................. 10.1 10.9
Acquired by foreclosure........................... 8.3 8.9
---------- ----------
Total........................................... $ 93.0 100.0%
========== ==========
</TABLE>
Of Standard's $93.0 million real estate portfolio at December 31, 1998,
$71.0 million, or 76.3%, represents retail properties of which there were 45
separate locations. Land held for future development represented $10.1 million,
and consists of property at a single location in Hillsboro, Oregon for which
infrastructure improvements have been completed on lots for retail, office,
industrial, and residential use. These lots have been actively marketed for
sale.
The properties in Standard's real estate portfolio are geographically
concentrated in California and Oregon, which accounted for 48.9% and 35.8%,
respectively, of the aggregate carrying value of Standard's real estate
portfolio at December 31, 1998.
Other Investments
At December 31, 1998, Standard had investments of $0.3 million in equity
securities. Standard's historical practice has been to hold a smaller
investment in equity securities than the industry average due to its higher
than average holdings of commercial mortgage loans and real estate equity
investments.
87
<PAGE>
Total policy loans were $111.0 million at December 31, 1998. Collateral
loans were $71.2 million at December 31, 1998. Collateral loans are made in
connection with sales of individual life insurance policies and are fully
collateralized by policy cash values.
Reserves
For all of its product lines, Standard establishes and carries as a
liability actuarially determined reserves which are calculated to meet
Standard's obligations for future policy benefits and claims. These reserves
are computed at amounts that, with additions from premiums to be received and
with interest on such reserves at certain assumed rates, are expected to be
sufficient to meet Standard's policy obligations at their maturities or in the
event of an insured's death or disability. Reserves include:
. unearned premiums;
. premium deposits;
. claims reported but not yet paid;
. claims incurred but not reported; and
. claims in the process of settlement.
Standard's reserves are based on actuarially recognized methods for
developing assumptions for estimating future policy benefits and claims
experience, including an evaluation of interest rates, mortality, morbidity,
persistency and expenses. Standard's reserves for assumed reinsurance are
computed on bases essentially comparable to direct insurance reserves.
Management believes its reserves for future policy benefits and claims are
adequate to cover the ultimate liability that may arise. Due to the nature of
the underlying risks and the high degree of uncertainty associated with the
determination of the liability for unpaid policy benefits and claims, however,
the amounts which will ultimately be paid to settle this liability cannot be
determined precisely and may vary from the estimated amounts. Standard
evaluates its reserves periodically, based on changes in the assumptions used
to establish the reserves as well as Standard's actual policy benefits and
claims experience. The establishment of reserves (or the increase of reserves
in a later period) are charged as expenses in the period the reserves are
established or increased. If Standard's reserves originally established for
future policy benefits were to prove inadequate, Standard would be required to
increase its reserves, which may have a material adverse effect on its
business, financial condition and results of operations.
Long Term Disability Insurance
Standard establishes reserves for long term disability policies in an amount
equal to the net present value of the probable future payments associated with
a claim or pool of claims. Claim payments made on long term disability policies
consist of payments made to claimants each month pursuant to the contractual
terms of the policy and the waiver of monthly life insurance premiums for
insureds who are disabled. In either case, payments begin at the claimant's
eligibility date as defined by the policy and end upon the earliest of (i) the
expiration of contract limitations set forth in the policy, (ii) the claimant's
recovery or (iii) the claimant's death. At December 31, 1998, Standard held
reserves for long term disability policies, including reserves for the waiver
of life insurance premiums resulting from disability, equal to $1.3 billion.
Long term disability reserves established by Standard consist of (i) reserves
for claims which are incurred but not reported ("IBNR") and (ii) individual
claim specific reserves.
88
<PAGE>
IBNR. Most of Standard's long term disability policies provide for a period
of 30 to 180 days between the occurrence of an event that may lead to a claim
and the claimant's eligibility to receive payments. Additionally, some claims
may not be filed promptly on the eligibility date under the policy. Reserves
are established for the payment of these IBNR claims based on industry
experience, as modified by Standard's own experience, with regard to the
following factors:
. claim incidence rates;
. claim termination rates; and
. market interest rates.
Specific Reserves. When a claim has been received by Standard and approved
for payment, a specific reserve is established for the case. The factors that
are considered in establishing specific reserves are:
. limitations contained in the policy;
. amount of monthly benefit provided in the policy, less deductible
income allowed under the policy, such as expected Social Security
payments;
. expected claim termination rates;
. market interest rates; and
. the age of the claimant at time of disability, the time elapsed
since disablement ("duration"), and the gender of the claimant.
Changes to Long Term Disability Reserve Levels. In the normal course of
managing Standard's long term disability reserves, Standard Insurance Company's
actuarial staff regularly compares actual experience with assumptions utilized
in the establishment of reserves. This is done with respect to specific
segments of the total reserve block, such as reserves by year of incurral,
reserves by expected duration, reserves by location of the claimant, reserves
by occupational group and reserves associated with specific diagnoses. In the
event of a divergence between actual experience and the assumptions utilized
with respect to any specific segment of the reserves, the reserves are adjusted
appropriately. The net change in reserves is charged or credited to Standard's
current operations. Changes in reserves plus claim payments together constitute
Standard's total cost of claims. Total reserves are reported as liabilities on
Standard's balance sheet.
In addition, Standard monitors legislative, judicial, regulatory, societal
and other factors that could have a significant impact on reserve adequacy. In
the event that a material change in one or more of these factors were to have a
significant impact on current or future claim levels, Standard, like others in
the long term disability industry, could be required to make a one-time
adjustment to reserve levels.
Individual Life Insurance and Annuities
Reserves for future policy benefits on long-duration participating policies
for individuals, on which dividends are determined under the contribution
principle, are calculated using the net level premium method. The interest
rates and mortality tables used are those which are used to calculate
guaranteed cash values. Reserves for interest-sensitive products, primarily
universal life and deferred annuities, are principally composed of policyholder
account values determined by the retrospective deposit method. Reserves for
future policy benefits on other individual life insurance policies are
calculated by the net level premium method based on assumptions as to
investment yield, mortality, morbidity, and withdrawal rates that were
determined at the date of issue, and include provision for the risk of adverse
deviation. These assumptions are based principally on Standard's experience and
vary by plan, issue age, issue year and duration.
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<PAGE>
Reinsurance
Standard follows the industry practice of reinsuring ("ceding") portions of
its insurance risks with other insurance companies under traditional indemnity
reinsurance agreements. This practice permits Standard to write policies in
amounts larger than the risk it is willing to retain. For each of Standard's
lines of business, reinsurance arrangements with different insurance carriers
are established as deemed appropriate. Generally, Standard has entered into
yearly renewable term insurance contracts. Standard's method for allocating
reinsurance obligations among such reinsurers varies by product line. At
December 31, 1998, the life insurance in force ceded to Standard's third-party
reinsurers was $2.4 billion and Standard's reinsurance receivable was $31.7
million. At December 31, 1998, amounts receivable from two reinsurers totaled
$23.4 million.
Reinsurance does not discharge Standard's obligations to pay policy claims
on the reinsured business. Standard remains responsible for policy claims to
the extent the reinsurer fails to pay such claims. Standard therefore seeks to
enter into reinsurance treaties with highly rated reinsurers that have passed
an internal due diligence review. At December 31, 1998, 99.3% of premiums ceded
were reinsured with companies having an A.M. Best rating of "A" or better.
Standard uses reinsurance to manage the net exposure in its group insurance
and individual insurance lines of business. The risks that are reinsured vary
by product line. The maximum retention on a single life is $500,000. Standard
also reinsures amounts in excess of $10,000 gross monthly benefit per insured
person for long term disability and amounts in excess of $4,000 or $2,000 gross
monthly benefit per insured person, depending on the type of policy, for
individual disability income. In addition to the above, Standard has a
catastrophic coverage arrangement that provides financial protection from
aggregate losses. This arrangement covers accidents involving the deaths of
three or more persons insured by Standard under group life and accidental death
and dismemberment policies. The limit for each accident is $50.0 million, with
a retention of $1.0 million per accident.
Regulation
General Regulation at State Level
Standard's insurance business is subject to comprehensive state and federal
regulation and supervision throughout the United States. The laws of the
various jurisdictions establish supervisory agencies with broad administrative
powers with respect to, among other things:
. licensing to transact business;
. licensing agents;
. admitting of assets;
. regulating premium rates;
. approving policy forms;
. regulating unfair trade and claims practices;
. establishing reserve requirements and solvency standards;
. fixing maximum interest rates on life insurance policy loans and
minimum rates for accumulation of surrender values;
. restricting certain transactions between affiliates; and
. regulating the type, amounts and valuations of investments
permitted.
Several states, including Oregon, regulate affiliated groups that include
one or more insurers, such as Standard, under insurance holding company
legislation. As a holding company with no significant business operations of
its own, StanCorp will rely on dividends from Standard Insurance
90
<PAGE>
Company, which is domiciled in Oregon, as the principal source of cash to meet
its obligations, including the payment of dividends and operating expenses.
Standard Insurance Company's ability to pay dividends to StanCorp is regulated
under Oregon law. Under Oregon law, without the Director's approval, Standard
Insurance Company may pay dividends only from the earned surplus arising from
its business. It must receive the prior approval of the Director to pay a
dividend, if such dividend, together with other dividends or distributions made
within the preceding twelve months, would exceed a certain statutory
limitation. The current statutory limitation is the greater of (a) 10% of
Standard Insurance Company's combined capital and surplus as of December 31 of
the preceding year and (b) the net gain from operations after dividends to
policyholders and Federal income taxes and before capital gains or losses for
the twelve-month period ending on the December 31 last preceding, in each case
determined under statutory accounting practices. Oregon law gives the Director
broad discretion to disapprove requests for dividends in excess of these
limits. Based on this limitation and 1998 statutory results, Standard Insurance
Company is permitted to pay $93.9 million in dividends to StanCorp in 1999
without obtaining the Director's approval, and would have been able to pay
$38.7 million, $26.5 million and $56.7 million in dividends to StanCorp in
1998, 1997 and 1996, respectively, without obtaining the Director's approval.
The foregoing limitations on dividends would not apply to any dividends to
StanCorp from the non-insurance subsidiaries.
Life insurance companies are required to establish an AVR consisting of two
components: (i) a "default component" which provides for future credit-related
losses on fixed maturity investments and (ii) an "equity component" which
provides for losses on all types of equity investments, including real estate.
Insurers also are required to establish an interest maintenance reserve ("IMR")
for fixed maturity net realized capital gains and losses, net of tax, related
to changes in interest rates. The IMR is required to be amortized into
statutory earnings on a basis reflecting the remaining period to maturity of
the fixed maturity securities sold. These reserves are required by state
insurance regulatory authorities to be established as a liability on a life
insurer's statutory financial statements, but do not affect financial
statements of Standard prepared in accordance with GAAP. Although future
additions to AVR will reduce the future statutory capital and surplus of
Standard Insurance Company, Standard's management does not believe that the
impact under current regulations of such reserve requirements will materially
affect the ability of Standard Insurance Company to grow its statutory capital
and surplus and pay future dividends to StanCorp.
Oregon insurance laws applicable to StanCorp restrict the acquisition of
shares of its common stock. See "Restrictions on Acquisitions of Common Stock--
Antitakeover Provisions in StanCorp's Articles of Incorporation and Bylaws and
in Oregon Law--Restrictions on Acquisitions of Securities".
Each insurance company is required to file detailed annual reports with
supervisory departments in each of the jurisdictions in which it does business,
and its operations and accounts are subject to examination by such departments
at regular intervals. Standard Insurance Company prepares statutory financial
statements in accordance with accounting practices prescribed or permitted by
the Department. Prescribed statutory accounting practices are defined in
publications of the NAIC, as well as state laws, regulations and general
administrative rules.
In addition, as part of their routine regulatory oversight process, state
insurance departments conduct detailed examinations periodically, generally
once every three to five years, of the books, records, accounts and market
conduct of insurance companies domiciled in their states. Such examinations are
generally conducted in cooperation with the departments of two or three other
states under guidelines promulgated by the NAIC. In October 1998, the
Department issued its Report of Financial Examination of Standard Insurance
Company's operations for the three years ended December 31, 1997, with no
adjustments of surplus. In addition, Standard Insurance Company was
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recently subject to separate periodic market conduct examinations conducted by
the Department, covering the two years ended March 31, 1998, and the Arizona
Department of Insurance, covering the three years ended December 31, 1997.
Standard Insurance Company has received a draft of the Arizona Report of Market
Conduct containing a number of criticisms and recommendations. Standard has
submitted a written response to the draft report and is implementing corrective
actions.
State Insurance Law Regulatory Initiatives
State insurance regulators and the NAIC are continually re-examining
existing laws and regulations, specifically focusing on insurance company
investments and solvency issues, risk-adjusted capital guidelines,
interpretations of existing laws, the development of new laws, the
implementation of non-statutory guidelines and the circumstances under which
dividends may be paid. These initiatives may be adopted by the various states
in which Standard Insurance Company is licensed, but the ultimate content and
timing of any statutes and regulations adopted by the states cannot be
determined at this time. It is impossible to predict the future impact of
changing state and federal regulations on Standard's operations, and there can
be no assurance that existing or future insurance-related laws and regulations
will not become more restrictive.
In the 1970s, the NAIC developed a set of financial relationships or "tests"
known as the Insurance Regulatory Information System ("IRIS") that was designed
for early identification of companies that may require special attention by
insurance regulatory authorities. Insurance companies submit data annually to
the NAIC, which in turn analyzes the data using ratios covering twelve
categories of financial data with defined "usual ranges" for each such
category. An insurance company may fall out of the usual range for one or more
ratios because of specific transactions or events that are in and of themselves
immaterial or eliminated at the consolidated level. Generally, an insurance
company will become subject to regulatory scrutiny if it falls outside the
usual ranges of four or more of the ratios, and regulators may then act, if
such company has insufficient capital, to constrain such company's underwriting
capacity. At December 31, 1998, the "Total Real Estate and Total Mortgage Loans
to Cash and Invested Assets" was the only IRIS ratio for Standard Insurance
Company that was outside the usual range, due to the size of Standard's
mortgage loan portfolio. See "Risk Factors--Investment Portfolio Risks--
Delinquencies and Balloon Payments on Mortgage Loans May Adversely Affect
Profitability".
The NAIC also has approved Risk Based Capital standards, which are used to
determine the amount of total adjusted capital that a life insurance company
must have, taking into account the risk characteristics of such company's
investments and liabilities. The formula establishes a standard of capital
adequacy that is related to risk. The RBC formula establishes capital
requirements for four categories of risk: asset risk, insurance risk, interest
rate risk and business risk. For each category, the capital requirements are
determined by applying specified factors to various asset, premium, reserve and
other items, with the factor being higher for items with greater underlying
risk and lower for items with less risk. The formula is used by insurance
regulators as an early warning tool to identify deteriorating or weakly
capitalized companies for the purpose of initiating regulatory action.
The NAIC's RBC requirements provide for four levels of regulatory attention
depending on the ratio of a company's total adjusted capital to its RBC. If a
company's total adjusted capital is less than 100% but greater than or equal to
75% of its RBC, or if a negative trend has occurred (as defined in the
regulations) and total adjusted capital is less than 125% of its RBC, the
company must submit a comprehensive plan to the regulatory authority which
discusses proposed corrective actions to improve its capital position. If a
company's total adjusted capital is less than 75% but greater than or equal to
50% of its RBC, the regulatory authority will perform a special examination of
the company and issue an order specifying corrective actions that must be
followed. If a company's total adjusted capital is less than 50% but greater
than or equal to 35% of its RBC, the regulatory authority may take any action
it deems necessary, including placing the company under its control. If
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a company's total adjusted capital is less than 35% of its RBC, the regulatory
authority is mandated to place the company under its control. The RBC ratio for
Standard Insurance Company has consistently been significantly above the ranges
that would require regulatory action or corrective action by Standard Insurance
Company.
In addition, state regulatory authorities, industry groups and rating
agencies have developed several initiatives regarding market conduct. For
example, the NAIC has adopted the NAIC Life Insurance Illustrations Model
Regulation, which applies to group and individual life insurance policies and
certificates, and the Market Conduct Handbook. State regulators have imposed
significant fines on various insurers for improper market conduct. The ACLI
established the Insurance Marketplace Standards Association ("IMSA"), a self-
regulatory organization, to implement its Principles and Code of Ethical Life
Insurance Market Conduct, which includes a third-party assessment procedure.
Standard Insurance Company is certified by IMSA. Market conduct also has become
one of the criteria used to establish the ratings of an insurance company. For
example, A.M. Best's ratings analysis now includes a review of the insurer's
compliance program. Management does not believe that these market conduct
initiatives will have a material adverse effect on Standard's business,
financial condition or results of operations.
In addition, the NAIC has adopted a model regulation called "Valuation of
Life Insurance Policies Model Regulation", which would establish new minimum
statutory reserve requirements for individual life insurance policies written
in the future. Before the new reserve standards can become effective,
individual states must enact the model regulation. If these reserve standards
were adopted in their current form, companies selling certain individual life
insurance products such as term life products with guaranteed premium periods
and universal life products with no-lapse guarantees would be required to
adjust reserves to be consistent with the new minimum standards. It is
impossible at this time to predict if the model regulation will be enacted and,
if enacted, when it will become applicable. However, Standard's management
anticipates no material impact as a result of the enactment of this
legislation.
Assessments Against Insurers
Under the insurance guaranty fund laws existing in each state and the
District of Columbia, insurers licensed to do business can be assessed by state
insurance guaranty associations for certain obligations of insolvent insurance
companies to policyholders and claimants. Most of these laws provide that an
assessment may be excused or deferred if it would threaten an insurer's
solvency and further provide for annual limits on such assessments. A large
part of the assessments paid by Standard Insurance Company pursuant to these
laws may be used as credits for a portion of its premium taxes. Standard
Insurance Company was assessed $0.4 million, $0.5 million, and $1.3 million in
1998, 1997 and 1996, respectively. Since such assessments are typically not
made for several years after an insurer fails and depend upon the final outcome
of liquidation or rehabilitation proceedings, Standard cannot accurately
determine the amount or timing of any future assessment on Standard Insurance
Company. However, based on the best information presently available, management
believes Standard Insurance Company's total future assessments will not be
material to Standard's operating results or financial position. At December 31,
1998, Standard Insurance Company maintained a reserve of $0.9 million for
future assessments.
Regulation at Federal Level
Although the federal government does not directly regulate the business of
insurance, federal legislation and administrative policies in several areas,
including pension regulation, financial services regulation and federal
taxation, can significantly and adversely affect the insurance industry and
thus Standard. For example, Congress has from time to time considered
legislation relating to the deferral of taxation on the accretion of value
within certain annuities and life insurance products, the removal
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of barriers preventing banks from engaging in the insurance business, changes
in ERISA regulations, the alteration of the Federal income tax structure and
the availability of Section 401(k) or individual retirement accounts. In
particular, Congress has reviewed various proposals to repeal or modify the
McCarran-Ferguson Act (which exempts the insurance industry from certain
federal laws), the Glass-Steagall Act (which restricts banks from engaging in a
insurance-related business) and the Bank Holding Company Act (which prohibits
banks from being affiliated with insurance companies).
Moreover, the United States Supreme Court held in 1995 in NationsBank of
North Carolina v. Variable Annuity Life Insurance Company that annuities are
not insurance for purposes of the National Bank Act. In addition, the Supreme
Court also held in 1996 in Barnett Bank of Marion City v. Nelson that state
laws prohibiting national banks from selling insurance in small-town locations
are preempted by federal law. The Office of the Comptroller of the Currency
also adopted a ruling in November 1996 that permits national banks, under
certain circumstances, to expand into other financial services, thereby
increasing competition for Standard. At present, the extent to which banks can
sell insurance and annuities without regulation by state insurance departments
is being litigated in various courts in the United States. Although the effect
of these recent developments on Standard and its competitors is uncertain, both
the persistency of Standard Insurance Company's existing products and Standard
Insurance Company's ability to sell products may be materially impacted by
these developments in the future.
Securities Laws
Certain of Standard's subsidiaries, and certain policies and contracts
offered by them, are subject to regulation under the federal securities laws
administered by the Securities and Exchange Commission and certain state
securities laws. Certain separate accounts of Standard Insurance Company are
registered as investment companies under the Investment Company Act of 1940. An
indirect subsidiary of Standard, StanWest Equities, Inc., is a broker-dealer
licensed under the Securities Exchange Act of 1934.
ERISA Considerations
Enacted into law on August 20, 1996, the Small Business Protection Act (the
"SBPA") offered insurers protection from potential litigation exposure prompted
by the 1993 U.S. Supreme Court decision in John Hancock Mutual Life Insurance
Company v. Harris Trust & Savings Bank (the "Harris Trust Decision") in which
the Court held that, with respect to a portion of the funds held under certain
general account group annuity contracts, an insurer is subject to the fiduciary
requirements of ERISA. The pertinent SBPA provisions provide that insurers are
protected from lawsuits claiming breaches of fiduciary duties under ERISA for
past actions. However, insurers remain subject to federal criminal law and
liable for actions brought by the U.S. Secretary of Labor alleging breaches of
fiduciary duties that also constitute a violation of federal or state criminal
law. The SBPA also provides that contracts issued from an insurer's general
account on or before December 31, 1998, that are not guaranteed benefit
policies, will be permanently grandfathered if they meet the requirements of
regulations to be issued by the United States Department of Labor. The SBPA
further provides that contracts issued from an insurer's general account after
December 31, 1998 that are not guaranteed benefit policies, will be subject to
ERISA. In December 1997, the Department of Labor published proposed regulations
pursuant to the SBPA that provide, among other things, that when an employee
benefit acquires an insurance policy (other than a guaranteed benefit policy)
issued on or before December 31, 1998 that is supported by the assets of the
insurer's general account, the plan's assets for purposes of ERISA will not be
deemed to include any of the assets of the insurer's general account, provided
that certain requirements are met. Accordingly, if those requirements are met,
the insurer would not be subject to the fiduciary obligations of ERISA as a
result of issuing such an insurance policy. These requirements include detailed
disclosures to be made to the employee benefit plan and the requirement that
the insurer
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must permit the policyholder to terminate the policy on 90 days' notice and
receive without penalty, at the policyholder's option, either (i) the
accumulated fund balance (which may be subject to market value adjustment) or
(ii) a book value payment of such amount in annual installments with interest.
Standard cannot predict whether these regulations will be adopted in the form
proposed. In the event the regulations are adopted in the form proposed and
Standard elects to comply with the requirements set forth therein to secure the
exemption provided by the regulations from the fiduciary obligations of ERISA,
Standard's exposure to disintermediation risk could increase due to the
termination options that it would be required to provide to policyholders.
Standard does not believe that the Harris Trust Decision has had, or that the
proposed regulations under the SBPA will have, a material adverse effect on its
business, financial condition or results of operations.
With respect to employee welfare benefit plans subject to ERISA, the United
States Congress periodically has considered amendments to the law's federal
preemption provision, which would expose Standard, and the insurance industry
generally, to state law causes of action, and accompanying extra-contractual
(e.g., punitive) damages in lawsuits involving, for example, group life and
group disability claims. To date, all such amendments to ERISA have been
defeated.
Competition
Standard competes with other insurers, financial services companies
(including banks, broker-dealers and mutual funds) and managed care providers
for employer groups, individual consumers and distributors. Many of Standard's
competitors have greater financial resources, offer a broader array of products
and, with respect to other insurers, may have higher ratings than Standard.
Group Insurance
According to Standard's analysis of data published in the May 1998 Employee
Benefit Plan Review, in 1997 six companies, including Standard at 7.6%, had
market shares in the long term disability insurance market of more than 5.0%
based on 1997 total in force premiums. Standard's leading competitors, UNUM
Life Insurance Company of America, CIGNA, Hartford Life Insurance Company and
Metropolitan Life Insurance Company, had market shares of 32.4%, 11.9%, 10.3%
and 9.4%, respectively. The long term disability market is highly competitive
both in terms of product pricing and product features. Because many of
Standard's major competitors have access to greater financial resources,
Standard could be at a competitive disadvantage with regard to product pricing
and the introduction of alternative product features that require significant
financial backing. There is also competition in the long term disability market
for qualified sales distributors. In recent years, compensation for sales
distributors has steadily increased. As a result, Standard may have difficulty
in attracting and retaining a productive group field force. While management
believes that Standard is in a position to expand its long term disability line
of business, Standard's ability to do so may be materially adversely affected
by its better-financed competitors.
Additionally, most of Standard's group insurance coverage is underwritten
yearly, and group purchasers may be able to obtain more favorable terms from
competitors rather than renewing coverage with Standard. National banks, with
their pre-existing customer bases for financial services products, may become
more significant competitors of Standard in the future as a result of certain
recent court decisions and regulatory actions. See "--Regulation--Regulation at
Federal Level" and "--Competition--Other Competitive Factors". Although the
effect of these developments on Standard is uncertain, both the persistency of
Standard's existing products and Standard's ability to sell products could be
materially adversely affected in the future.
Retirement Plans
The Retirement Plans market is highly competitive. While the Retirement
Plans segment is growing, Standard has yet to achieve the size necessary to
realize the economies of scale it believes
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are enjoyed by its competitors in the life insurance industry. Additionally,
the Retirement Plans segment faces competition not only from other insurance
companies, but also from other financial institutions such as banks, mutual
funds, other asset managers and broker-dealers. Many of these competitors are
better known, have access to greater financial resources and offer a broader
array of investment products. Standard's ability to market its 401(k) and other
retirement products could be materially adversely affected by the highly
competitive nature of this market.
Individual Insurance
Standard's Individual Insurance segment competes with many larger
competitors with brand name recognition, economies of scale and greater
financial resources in a market that many industry experts consider to be
mature. Standard's lack of variable life and annuity products and its lack of
name recognition for individual life, disability and annuity products in the
Eastern and Central regions of the nation also place it at a competitive
disadvantage. Because of these factors, Standard may have difficulty attracting
and retaining productive distributors. Standard's ability to sell its
individual life, disability, and annuity products could be materially adversely
affected by its dependence on distributors and the highly competitive nature of
this product line.
Other Competitive Factors
If a federal financial institutions reform bill is enacted into law by
Congress, such a law may permit national banks and other financial institutions
to affiliate with insurance companies and market insurance products to their
customers. National banks and other similar financial institutions are
currently restricted from being affiliated with insurance companies under the
Glass-Steagall Act of 1933. The ability of financial institutions to affiliate
with insurance companies may materially adversely affect all of Standard's
product lines by substantially increasing the number and financial strength of
potential competitors.
Additionally, the Clinton administration and various members of Congress
have proposed reforms to the nation's health care system. Standard does not
write health indemnity products, other than group dental insurance, and,
accordingly, does not expect to be directly affected by such proposals to any
significant degree. However, the uncertain environment resulting from health
care reform could cause group health insurance providers to enter the long term
disability insurance market, thereby increasing competition.
Claims Paying Ability Ratings
Claims paying ability ratings are an important factor in establishing the
competitive position of insurance companies. Standard Insurance Company is
currently rated "A (excellent)" by A.M. Best and has claims paying ability
ratings of "AA- (very high)" from Duff & Phelps Credit Rating Co. and "A+
(good)" from Standard & Poor's. Moody's Investors Service has given Standard
Insurance Company an insurance financial strength rating of "A2 (good financial
security)". A ratings downgrade (or the potential for such a downgrade) of
Standard Insurance Company could, among other things, materially increase
surrender levels, adversely affect relationships with broker-dealers, banks,
agents, wholesalers and other distributors of Standard Insurance Company's
products and services, negatively impact persistency, adversely affect Standard
Insurance Company's ability to compete and thereby materially and adversely
affect Standard Insurance Company's business, financial condition and results
of operations.
The foregoing ratings reflect each rating agency's opinion of Standard
Insurance Company's financial strength, operating performance and ability to
meet its obligations to policyholders and are not evaluations directed toward
the protection of investors and do not constitute investment recommendations by
such ratings agencies to investors.
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Employees
At December 31, 1998, Standard and its subsidiaries employed 1,849
employees. Twenty of its employees are covered under a collective bargaining
agreement. Standard believes that its relations with its unionized and non-
unionized employees are satisfactory.
Legal Proceedings
Companies in the life insurance industry have historically been subject to
substantial litigation resulting from claims disputes and other matters. Most
recently, such companies have faced extensive claims, including class-action
lawsuits, alleging improper life insurance sales practices. Negotiated
settlements of such class-action lawsuits have had a material adverse effect on
the business, financial condition and results of operations of certain of these
companies. Standard is not and has not been a defendant in any such class-
action lawsuit alleging improper sales practices. Such class-action lawsuits,
if brought against Standard, could materially adversely affect Standard's
business, financial condition and results of operations.
Standard is a plaintiff or defendant in actions arising out of its insurance
business and investment operations and is from time to time involved in various
governmental and administrative proceedings. While the outcome of any pending
or future litigation cannot be predicted, as of the date hereof, management
does not believe that any pending litigation will have a material adverse
effect on Standard's financial condition or results of operations. However, no
assurances can be given that such litigation would not materially and adversely
affect Standard's business, financial condition or results of operations.
Properties
Standard owns two buildings in Portland, Oregon, which comprise its home
office complex. Standard occupies approximately 57% of the total net rentable
area in its home office complex. Standard has entered into an agreement to
lease space in a third Portland office building, beginning in late 1999, for
home office expansion.
Standard is the tenant of record in office leases in 29 locations throughout
the United States. Such leases typically have a term of five years with renewal
options.
As an owner and operator of real estate, Standard is subject to extensive
federal, state, and local environmental laws and regulations. Inherent in such
ownership and operation is the risk of environmental liabilities and costs in
connection with any required remediation of affected properties. See "Risk
Factors--Environmental Liability Exposure May Result From Mortgage Loan and
Real Estate Investments".
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MANAGEMENT
Set forth below is information regarding the directors and executive
officers of StanCorp and Standard Insurance Company:
<TABLE>
<CAPTION>
Name Age (1) Position
---- ------- --------
<C> <C> <S>
Ronald E. Timpe, FSA, CLU... 59 Chairman of the Board, President, Chief
Executive Officer and Director of
StanCorp and Standard Insurance Company
Virginia L. Anderson........ 51 Director
Frederick W. Buckman........ 52 Director
John E. Chapoton............ 62 Director
Barry J. Galt............... 65 Director
Richard Geary............... 63 Director
Peter T. Johnson............ 66 Director
Peter O. Kohler, MD......... 60 Director
Jerome J. Meyer............. 60 Director
Ralph R. Peterson........... 54 Director
E. Kay Stepp................ 53 Director
William Swindells........... 68 Director
Michael G. Thorne........... 58 Director
Franklin E. Ulf............. 67 Director
Benjamin R. Whiteley, FSA... 69 Director
E. Wayne Atteberry, LLIF.... 60 Senior Vice President, Investments of
Standard Insurance Company
Gerald B. Halverson, CLU.... 60 Senior Vice President, Individual
Insurance of Standard Insurance Company
(retired)
Kim W. Ledbetter, FSA, CLU.. 46 Senior Vice President, Individual
Insurance and Retirement Plans of
Standard Insurance Company
Douglas T. Maines........... 46 Senior Vice President, Group Insurance of
Standard Insurance Company
Eric E. Parsons, FLMI....... 50 Senior Vice President and Chief Financial
Officer of StanCorp and Standard
Insurance Company
J. Gregory Ness, LLIF....... 41 Vice President and Corporate Secretary of
StanCorp and Standard Insurance Company
Wilbur R. Willard, FLMI..... 60 Vice President, Information Systems of
Standard Insurance Company
</TABLE>
- --------
(1) As of December 31, 1998.
Set forth below is biographical information for the directors and executive
officers of Standard:
Ronald E. Timpe, FSA, CLU, has been Chairman, President and Chief Executive
Officer of StanCorp since its incorporation. He was appointed President and
Chief Executive Officer of Standard Insurance Company in 1994 and became
Chairman of Standard Insurance Company in 1998. Prior to 1994 he served as
President and Chief Operating Officer and Senior Vice President for Standard
Insurance Company. He formerly held management positions in each of Standard
Insurance Company's operating divisions. He is a fellow, Society of Actuaries
and a graduate of the Harvard Advanced Management Program. He chairs the
Management Committee of Standard Insurance Company and the Executive Committee
of the Board of Directors of Standard Insurance Company.
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Virginia L. Anderson has been a Director of Standard Insurance Company since
1989. Since 1988, Ms. Anderson has been director of the Seattle Center, a 74-
acre, 31-facility urban civic center located in Seattle, Washington. Ms.
Anderson chairs the Budget Review Committee and is a member of both the
Nominating and Audit Review Committees of Standard Insurance Company.
Frederick W. Buckman has been a Director of Standard Insurance Company since
1996. From 1992 to 1994, Mr. Buckman served as President and Chief Executive
Officer of Consumers Power Company. From 1994 to 1998, Mr. Buckman was
president, chief executive officer and director of PacifiCorp, a holding
company of diversified businesses, including an electric utility based in
Portland, Oregon. Mr. Buckman is a member of the Demutualization and Audit
Review Committees of Standard Insurance Company.
John E. Chapoton has been a Director of Standard Insurance Company since
1996. Since 1984, Mr. Chapoton has been the managing partner of the Washington,
DC office of the law firm Vinson & Elkins, LLP. Mr. Chapoton is a member of the
Audit Review Committee of Standard Insurance Company.
Barry J. Galt has been a Director of Standard Insurance Company since 1988.
From 1983 to 1998, Mr. Galt was the chairman and chief executive officer of
Seagull Energy Corporation, a diversified energy company located in Houston,
Texas. Since 1998 Mr. Galt has been Chairman of Seagull Energy Corporation. Mr.
Galt chairs the Audit Review Committee of Standard Insurance Company. Mr. Galt
serves as a director of Trinity Industries, Inc. and Halter Marine Group, Inc.
Richard Geary has been a Director of Standard Insurance Company since 1991.
From 1984 to 1998, Mr. Geary was president of Kiewit Pacific Company
(Vancouver, Washington), a subsidiary of Peter Kiewit & Sons, Inc., a
diversified construction company located in Omaha, Nebraska. Mr. Geary chairs
the Organization and Executive Compensation Committee and is a member of the
Executive Committee of Standard Insurance Company.
Peter T. Johnson has been a Director of Standard Insurance Company since
1987. Mr. Johnson of McCall, Idaho, has been a private investor since retiring
in 1986 as administrator of the Bonneville Power Administration, a federal
power marketing agency. He is a member of the Executive and Budget Review
Committees of Standard Insurance Company. Mr. Johnson serves as a director of
Idaho Power Company and its wholly owned subsidiary IDA West Corporation.
Peter O. Kohler, MD, has been a Director of Standard Insurance Company since
1990. Since 1988, Dr. Kohler has been president of the Oregon Health Sciences
University located in Portland, Oregon. Dr. Kohler is a member of the Budget
Review and Executive Committees of Standard Insurance Company.
Jerome J. Meyer has been a Director of Standard Insurance Company since
1995. Since 1990, Mr. Meyer has been chairman of the board and chief executive
officer of Tektronix, Inc., a high technology company consisting of
measurement, color printing and video and networking businesses located in
Wilsonville, Oregon. Mr. Meyer chairs the Demutualization Committee and is a
member of the Organization and Executive Compensation Committee of Standard
Insurance Company. Mr. Meyer serves as a director of Esterline Technologies
Corporation, Enron Corporation and AMP, Inc.
Ralph R. Peterson has been a Director of Standard Insurance Company since
1992. Since 1991, Mr. Peterson has been president and chief executive officer
of CH2M Hill Companies Ltd, an engineering, design and consulting firm located
in Denver, Colorado. Mr. Peterson is a member of the Organization and Executive
Compensation Committee of Standard Insurance Company.
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E. Kay Stepp has been a Director of Standard Insurance Company since 1997.
Since 1994, Ms. Stepp has been principal and owner of Executive Solutions, a
management consulting firm in Portland, Oregon. From 1989 to 1992, Ms. Stepp
was president and chief operating officer of Portland General Electric, an
electric utility. Ms. Stepp is a member of the Budget Review and Audit Review
Committees of Standard Insurance Company. Ms. Stepp serves as a director of
Gardenburger, Inc., Planar Systems, Inc. and Franklin Covey Company.
William Swindells has been a Director of Standard Insurance Company since
1988. Since 1985, Mr. Swindells has been chairman of the board of directors of
Willamette Industries, Inc., a diversified, integrated forest products company
located in Portland, Oregon. From 1997 to 1998, Mr. Swindells was the chief
executive officer of Willamette Industries, Inc. a position he also held from
1985 to 1995. Mr. Swindells is a member of the Executive Committee of Standard
Insurance Company. Mr. Swindells serves as a director of Airborne Express and
Oregon Steel Mills.
Michael G. Thorne has been a Director of Standard Insurance Company since
1992. Since 1991, Mr. Thorne has been executive director of the Port of
Portland, Oregon, a public corporation whose primary business is providing
facilities and services to move cargo and people. Mr. Thorne is a member of the
Demutualization and Executive Committees of Standard Insurance Company.
Franklin E. Ulf has been a Director of Standard Insurance Company since
1987. From 1983 to 1997, Mr. Ulf was chief executive officer of U.S. Trust
Company, N.A., a national bank located in Los Angeles, California. Since 1997,
Mr. Ulf has been chairman of the same organization. Mr. Ulf is the chairman of
the Nominating Committee and a member of the Organization and Executive
Compensation Committee of Standard Insurance Company.
Benjamin R. Whiteley, FSA, has been a Director of Standard Insurance Company
since 1982. Mr. Whiteley retired as Chairman of the Board of Directors of
Standard Insurance Company in March 1998 and as chief executive officer of
Standard Insurance Company in 1994. Mr. Whiteley joined Standard Insurance
Company in 1956 and served in various senior management positions, including
president. Mr. Whiteley is a member of the Budget Review, Nominating and
Executive Committees of Standard Insurance Company. Mr. Whiteley serves as a
director of NW Natural, The Greenbrier Companies, Inc. and Willamette
Industries.
E. Wayne Atteberry, LLIF, has been senior vice president, Investments, of
Standard Insurance Company since 1998. From 1994 to 1998, Mr. Atteberry was
senior vice president, Group Insurance, of Standard Insurance Company; and from
1989 to 1994, Mr. Atteberry was vice president, Retirement Plans, of Standard
Insurance Company. He has served in various management positions with Standard
Insurance Company since 1969. Mr. Atteberry is a member of the Management
Committee of Standard Insurance Company.
Gerald B. Halverson, CLU, was senior vice president, Individual Insurance,
of Standard Insurance Company from 1984 to 1998 and was vice president of
Individual Insurance, Standard Insurance Company from 1981 to 1984. Prior to
that time he was vice president of Individual Insurance, Sales and Marketing of
Standard Insurance Company. Mr. Halverson was a member of the Management
Committee of Standard Insurance Company and retired on November 30, 1998.
Kim W. Ledbetter, FSA, CLU, has been senior vice president, Individual
Insurance and Retirement Plans, of Standard Insurance Company since 1997. From
1994 to 1997, Mr. Ledbetter was vice president, Retirement Plans, of Standard
Insurance Company. He has served in various management positions with Standard
Insurance Company since 1991. Mr. Ledbetter is a member of the Management
Committee of Standard Insurance Company.
Douglas T. Maines has been senior vice president, Group Insurance, of
Standard Insurance Company since 1998. From 1996 to 1998, Mr. Maines was vice
president and general manager,
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claims, for Liberty Mutual Insurance Company. From 1993 to 1996, Mr. Maines was
vice president, Business Development, and from 1992 to 1993, Mr. Maines was the
head of disability product lines for Liberty Mutual Insurance Company. Mr.
Maines is a member of the Management Committee of Standard Insurance Company.
Eric E. Parsons, FLMI, has been senior vice president and chief financial
officer of StanCorp since its in corporation. Mr. Parsons has been senior vice
president and chief financial officer of Standard Insurance Company since 1998.
From 1997 to 1998, Mr. Parsons was senior vice president and chief financial
officer and chief investment officer of Standard Insurance Company. From 1993
to 1997, Mr. Parsons was vice president, Investments, and from 1990 to 1993,
was vice president, Real Estate Finance, of Standard Insurance Company. Mr.
Parsons is a member of the Management Committee of Standard Insurance Company.
J. Gregory Ness, LLIF, has been vice president and corporate secretary of
StanCorp since its incorporation. He has been vice president and corporate
secretary of Standard Insurance Company since 1997. From 1996 to 1997, Mr. Ness
was vice president, Retirement Plans Sales and Marketing, of Standard Insurance
Company. He has served in various management positions with Standard Insurance
Company since 1988. Mr. Ness is a member of the Management Committee of
Standard Insurance Company.
Wilbur R. Willard, FLMI, has been vice president, Information Systems, of
Standard Insurance Company since 1984. From 1981 to 1984, Mr. Willard was
assistant vice president, Information Systems, of Standard Insurance Company.
Mr. Willard is a member of the Management Committee of Standard Insurance
Company.
Currently, the Directors of StanCorp are elected to serve annually and hold
office until their successors are elected and qualified, or until earlier
removal or resignation. Upon the effective date of the plan of reorganization,
the Board of Directors of StanCorp will be organized into the following classes
of directors with terms ending at the annual meeting of shareholders to be held
in the year following their names: Class I, Messrs. Galt, Geary, Johnson,
Swindells and Whiteley (2000); Class II, Ms. Anderson and Ms. Stepp and Messrs.
Meyer, Peterson and Thorne (2001); and Class III, Messrs. Buckman, Chapoton,
Kohler, Timpe and Ulf (2002). See "Restrictions on Acquisitions of Common
Stock--Classified Board of Directors and Removal of Directors". The officers of
StanCorp are elected annually by its Board of Directors for one year terms,
subject to removal by StanCorp's Board of Directors.
Composition of Board and Committees
The Board of Directors and Executive Committee
The business of StanCorp is managed under the direction of StanCorp's Board
of Directors. It is intended that the Board of Directors will be composed of 15
directors, 13 of whom will be independent directors. StanCorp's Board of
Directors will also establish an Executive Committee. It is currently intended
that this committee will consist of Directors Geary, Johnson, Kohler, Thorne,
Ulf and Whiteley and will be chaired by Mr. Timpe. The Executive Committee
exercises the power and authority of the Directors in all matters that do not
require action by the entire Board of Directors.
The Audit Committee
StanCorp's Board of Directors will also establish an Audit Committee. It is
intended that the Audit Committee will consist of Directors Anderson, Buckman,
Johnson and Swindells and will be chaired by Mr. Chapoton. All directors on the
Audit Committee are currently independent directors. The Audit Committee
recommends the firm to be appointed as independent accountants to audit the
financial
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statements and to perform services related to the audit, reviews the scope and
results of the audit with the independent accountants, reviews with management
and the independent accountants StanCorp's year-end operating results, and
considers the adequacy of StanCorp's internal control procedures, in part
through the review of reports of StanCorp's internal auditors.
The Organization and Compensation Committee
StanCorp's Board of Directors will establish an Organization and
Compensation Committee. It is in tended that the Organization and Compensation
Committee will consist of Directors Galt, Peterson and Stepp and will be
chaired by Mr. Meyer. The Organization and Compensation Committee reviews and
recommends the compensation of senior officers (including benefits and
perquisites), oversees the implementation of the stock option and employee
stock purchase programs, monitors performance of the Chief Executive Officer,
monitors outside activities of officers, monitors fees paid to directors and
monitors the results of StanCorp's Affirmative Action Program. Each of the
directors who will comprise the Organization and Compensation Committee
qualifies as a non-employee director, as such term is used in Rule 16b-3 as
promulgated under the Securities Exchange Act of 1934.
The Board of Directors may form such other committees of the Board as it
deems appropriate.
Board of Standard Insurance Company
It is intended that the Board of Directors of Standard Insurance Company
will be composed of the same 15 Directors as those serving on the Board of
Directors of StanCorp.
Compensation of Directors
Following the demutualization, each member of the Board of Directors of
StanCorp, who is not an employee of Standard, will receive a $20,000 annual
retainer fee and $1,000 for each board meeting and committee meeting attended.
Each chairman of a board committee receives an additional $3,000 retainer fee.
One-half of the annual retainer fee will be paid in cash and one-half in
restricted stock or restricted stock units. On or after six months following
the effective date of the plan of reorganization, StanCorp will make a
restricted stock or restricted unit grant in respect of each such director's
retainer fees following the effective date. Directors are eligible to
participate in StanCorp's Stock Incentive Plan described under "Management
Compensation--Executive Compensation--StanCorp Stock Incentive Plan". Such
non-employee directors of StanCorp who also serve on the Board of Directors of
Standard Insurance Company will receive only one annual retainer fee for their
board memberships and will receive only one meeting fee for each joint meeting
of the Board of Directors of StanCorp and the Board of Directors of Standard
Insurance Company (or a joint committee of both boards) attended. In addition,
StanCorp will reimburse all directors for travel expenses incurred in
attending meetings. Since the formation of StanCorp, the members of the Board
of Directors of StanCorp have not received any compensation from StanCorp.
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MANAGEMENT COMPENSATION
Executive Officer Compensation
The information set forth below describes the components of the total
compensation of the Chief Executive Officer and the four other most highly
compensated executive officers of Standard for the fiscal year ended December
31, 1998, based on 1998 salary and bonuses (collectively, the "Named
Executives"). The principal components of the Named Executives' current cash
compensation are the annual base salary and bonus included in the Summary
Compensation Table. Also described below is other compensation the Named
Executives have received and may receive under employment agreements entered
into between the Named Executives and Standard and certain compensation plans
maintained by Standard and StanCorp. The Organization and Executive
Compensation Committee, which is comprised solely of non-employee directors,
recommends the compensation of senior officers to the Board of Directors.
The following table sets forth the compensation paid by Standard Insurance
Company to the Named Executives during the fiscal year ended December 31, 1998.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation (1)
---------------------------- ------------
Other Annual LTIP All Other
Name and Principal Salary Bonus Compensation Payouts Compensation
Position Year ($) ($) ($) ($) ($)(2)
------------------ ---- ------- ------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Ronald E. Timpe........ 1998 450,000 142,419 150 126,492 4,350
Chairman of the Board,
President and Chief
Executive Officer
Eric E. Parsons........ 1998 220,000 42,583 4,524 39,847 4,656
Senior Vice President
and Chief Financial
Officer
E. Wayne Atteberry..... 1998 194,000 38,763 163 38,220 4,559
Senior Vice President,
Investments
Gerald B. Halverson.... 1998 174,167 40,424 4,030 38,627 5,483
Senior Vice President,
Individual Insurance
(3)
Kim W. Ledbetter....... 1998 170,000 19,582 391 26,937 1,614
Senior Vice President,
Individual Insurance
and Retirement Plans
</TABLE>
- --------
(1) Amounts shown are cash amounts paid in early 1998 with respect to the
performance period from 1995 through 1997, based on achievement of certain
performance objectives related to improvement in Standard's financial
strength and growth.
(2) Amounts shown are matching contributions credited to the accounts of the
Named Executives under Standard's nonqualified Supplemental Executive
Deferred Compensation Plan.
(3) Mr. Halverson retired on November 30, 1998.
Employment Agreements
In connection with the demutualization, Standard Insurance Company has
entered into a Retention Agreement (the "Retention Agreement") and Change of
Control Agreement (the "Change of Control Agreement") with each Named Executive
and certain other of its executive officers (each, an "executive").
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<PAGE>
Retention Agreement. Pursuant to the Retention Agreement, Standard agrees to
pay the executive a retention bonus (the "Retention Bonus"), provided that the
executive remains continuously employed by Standard until December 31, 2000
(the "Retention Bonus Maturity Date"). Such Retention Bonus shall be equal to
the product of (i) the executive's base salary as of January 1, 1998, (ii)
100%, 75% or 50%, as provided in the Retention Agreement, (iii) the "Return on
Equity Factor", which is a factor ranging from 0.0 to 2.0 based on the average
quarterly rate of return on equity achieved by Standard in the fiscal quarters
from January 1, 1998 through the end of the first full calendar quarter
immediately following the quarter during which a market price for common stock
is first established, and (iv) the "Stock Price Factor", which is the quotient
of the closing price of Standard's stock on the Retention Bonus Maturity Date
divided by the closing price of Standard's stock on the last business day of
the first full calendar quarter immediately following the quarter during which
a market price for common stock is first established; provided that if the
Stock Price Factor is not established by the Retention Bonus Maturity Date, the
Retention Bonus will be determined without consideration of the Stock Price
Factor. If either or both of the Return on Equity Factor and the Stock Price
Factor is zero, then the executive will receive no Retention Bonus. The
Retention Agreement provides that the Board of Directors of Standard Insurance
Company may, in its sole discretion, decrease the amount of the Retention Bonus
by up to 50%. The Retention Agreement requires Standard to pay at least 40% of
the Retention Bonus in cash, while up to 60% of the Retention Bonus may be paid
in the voting stock of StanCorp or any insurance holding company with which
Standard Insurance Company is affiliated, valued at the closing price for
common stock on the Retention Bonus Maturity Date. The Retention Agreement does
not provide the executive with any right to be retained as an employee of
Standard and Standard retains the right to terminate such executive at any time
with or without cause. In addition, the agreement may be terminated, in whole
or in part, if the executive fails to fulfill his assigned duties in a
satisfactory manner, as provided in the Retention Agreement.
If a change of control occurs prior to the expiration of the Retention
Agreement, and an executive is terminated in a way which entitles him to pay
under the Change of Control Agreement, or if an executive dies or becomes
totally disabled, such executive shall be entitled to a prorated retention
bonus under the Retention Agreement based upon the full calendar quarters
accrued prior to the calendar quarter in which the executive was terminated.
Change of Control Agreement. Standard has also entered into Change of
Control Agreements with each of Messrs. Timpe, Parsons, Atteberry, and
Ledbetter and other executive officers of Standard. The provisions of these
agreements become effective if and when there is a Change of Control (as
defined below) of StanCorp or Standard. The Change of Control Agreements will
continue in effect through December 31, 2001, and, beginning on January 1,
2002, will be automatically renewed for successive one-year terms unless
Standard gives notice to the executive (within the period specified in the
Change of Control Agreements) that it will not extend the expiration date
(provided that no such notice can be given during the pendency of a potential
Change of Control). If a Change of Control occurs, the expiration date is
automatically extended for twenty-four months beyond the month in which the
Change of Control occurs.
The Change of Control Agreements provide that Standard will have the right
at any time to terminate the executive's employment, and that the executive
will have the right at any time to terminate his employment with Standard.
Under the Change of Control Agreements, Standard will provide the executive
with the following benefits in the event of termination by StanCorp or Standard
within twenty-four months of a Change of Control other than for cause (as
defined in the Change of Control Agreements) or by the executive for good
reason (as defined in the Change of Control Agreements):
. a lump-sum payment in an amount equal to three times the sum of (a)
the executive's annual base salary in effect at the time the Change
of Control occurs and (b) incentive
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<PAGE>
compensation payable to the executive under Standard's short term
incentive plan calculated at the target bonus rate for the year in
which the Change of Control occurs;
. an amount equal to the target bonus payable under any cash long term
incentive plan in effect immediately prior to the Change of Control,
which amount shall be prorated based on the number of months such
plan was in effect prior to the Change of Control, except that no
such payment shall be made if the executive received payment under
such plan before his or her termination;
. outstanding stock options, stock bonuses or other stock awards shall
become immediately vested and become exercisable in full and all
outstanding stock options shall remain exercisable for a period of
time stated in the Change of Control Agreements;
. if the StanCorp Financial Group, Inc. 1999 Omnibus Stock Incentive
Plan has not been adopted or implemented prior to the Change of
Control, an amount equal to the value of the grants planned to be
made to the executive as calculated pursuant to the terms of the
Change of Control Agreements;
. immediate vesting of all benefits to which the executive is entitled
under Standard's Defined Benefit Retirement Plan, the Senior
Officers Deferred Compensation Plan, Senior Officers Supplemental
Retirement Plan and any other retirement or deferred compensation
plan; and
. continuation of health, dental and life insurance benefits for a 30-
month period following termination unless the executive obtains
similar benefits from another employer during such 30-month period.
The Change of Control Agreements also provide that, to the extent any
payments to the executives would be subject to "golden parachute" excise taxes
under Section 4999 of the Code, the executives will receive "gross-up" payments
in order to make them whole with respect to such taxes and any related interest
and penalties.
For the purposes of the Change of Control Agreements, a "Change of Control"
is defined generally to include:
. an acquisition of 30% or more of the voting stock of Standard or
StanCorp;
. a change in the majority of the members of StanCorp's or Standard's
Board within a twelve-month period that is not supported by two-
thirds of the incumbent directors;
. approval by the shareholders of a merger or reorganization in which
StanCorp's or Standard's shareholders do not own at least 51% of the
voting securities of the resulting entity;
. a sale of all or substantially all of the assets of StanCorp or
Standard;
. a tender or exchange offer which results in at least 30% of the
voting securities of StanCorp or Standard being purchased by the
offeror; or
. any other event or combination of events which StanCorp's or
Standard's Board of Directors determines to be a Change of Control.
Acquisition by an executive, or a group of persons including an executive, of
25% or more of the voting securities of StanCorp or Standard does not
constitute a Change of Control under the Change of Control Agreements.
Additionally, the demutualization does not constitute a Change of Control under
the Change of Control Agreements.
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<PAGE>
StanCorp Stock Incentive Plan
General Terms. In connection with the offering, StanCorp will adopt the
StanCorp Financial Group, Inc. 1999 Omnibus Stock Incentive Plan (the "Stock
Incentive Plan"). Under the Stock Incentive Plan, the Board of Directors or the
committee of the Board of Directors of StanCorp responsible for administering
the Stock Incentive Plan (the "Committee") may from time to time grant officers
and employees of Standard nonqualified stock options to purchase shares of
common stock having an exercise price which may be any amount determined by the
Board of Directors and incentive stock options to purchase shares of common
stock having an exercise price at least equal to the fair market value of a
share of common stock on the effective date of the grant of such stock option.
The Board of Directors or the Committee may also award stock bonuses and
restricted stock under the Stock Incentive Plan as well as stock appreciation
rights that entitle the holder, upon exercise, to receive from StanCorp an
amount equal to the excess of the fair market value, on the date of exercise,
of one share of common stock over its fair market value on the date of the
grant (or, in the case of a stock appreciation right granted in connection with
an option, the excess of the fair market value of one share of common stock
over the option price per share) multiplied by the number of shares covered by
the stock appreciation right or the option or portion thereof, that is
surrendered. The Plan also allows the Board of Directors to grant cash bonus
rights in connection with options, stock bonuses, stock appreciation rights or
stock purchases made under the Stock Incentive Plan as well as performance
units consisting of monetary units to be earned if Standard achieves certain
goals established by the Board of Directors over a designated period of time.
The Stock Incentive Plan further provides that the Committee must consist of
two or more members each of whom must be a "non-employee director" within the
meaning of Rule 16b-3, as promulgated pursuant to the Exchange Act. The maximum
number of shares of common stock that may be issued under the Stock Incentive
Plan is 5% of the total number of shares of common stock that are issued and
outstanding following the initial public offering of common stock (the
"Authorized Shares"). The shares to be issued under the Stock Incentive Plan
may be unissued shares. If there is a stock split, stock dividend,
recapitalization or other relevant change affecting the outstanding shares of
common stock, appropriate adjustments will be made in the number and kind of
shares available for award under the Stock Incentive Plan in the future and in
the number and kind of shares as to which outstanding options and stock
appreciation rights shall be exercisable. If any grant is for any reason
canceled, terminated or otherwise settled without the issuance of some or all
of the shares of common stock subject to the grant, such shares will be
available for future grants.
The Board of Directors of StanCorp may terminate, suspend or amend the Stock
Incentive Plan at any time but such termination, suspension or amendment may
not adversely affect any options then outstanding under the Stock Incentive
Plan without the consent of the recipients thereof. Unless terminated by action
of the Board of Directors of StanCorp, the Stock Incentive Plan will continue
in effect until all shares available for issuance under the Plan have been
issued and all restrictions on such shares have lapsed. No incentive stock
options will be granted after the tenth anniversary of the date of the Board's
adoption of the Stock Incentive Plan. Options granted prior to such date shall
continue in effect until they expire in accordance with their terms.
Termination of Employment. In the event of a grantee's employment
termination, in the case of death or disability, all options held by such
grantee will immediately vest and may thereafter be exercised in full for a
period of 12 months or the stated term of the option, whichever period is
shorter. In the event of a grantee's employment termination due to retirement,
all options will vest in accordance with the stated vesting schedule and may be
exercisable for a period of three years or the stated term of the option,
whichever period is shorter. In the event of a grantee's resignation or
termination without cause (as defined in the Stock Incentive Plan), any
unvested options granted to such grantee will be forfeited and any vested
options may be exercised at any time prior to the option's termination date or
for a period of 90 days, whichever is the shorter period, unless otherwise
approved by the Board of Directors or the Committee. In all other events, any
outstanding options
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<PAGE>
granted to such grantees will be forfeited regardless of whether such options
are exercisable. Notwithstanding the foregoing, unless the Board of Directors
or the Committee determines otherwise, in the event of a "change in control" as
defined in the Stock Incentive Plan, all outstanding options granted to such
grantee will immediately vest and become exercisable, restricted stock will
immediately vest free of restrictions and performance share awards will become
payable.
Federal Income Tax Aspects. The following is a brief summary of the Federal
income tax consequences of awards made under the Stock Incentive Plan based
upon the Federal income tax laws in effect on the date hereof. This summary is
not intended to be exhaustive and does not describe state or local tax
consequences.
Incentive Stock Options. No taxable income is realized by the grantee upon
the grant or exercise of an Incentive Stock Option (an "ISO"). If a grantee
does not sell the stock received upon the exercise of an ISO ("ISO Shares") for
at least two years from the date of grant and one year from the date of
exercise, when the ISO Shares are sold any gain or loss realized will be
treated as long-term capital gain or loss. In such circumstances, no deduction
will be allowed to the grantee's employer for Federal income tax purposes.
If ISO Shares are disposed of prior to the expiration of the holding periods
described above, the grantee generally will realize ordinary income at that
time equal to the lesser of the excess of the fair market value of the shares
at exercise over the price paid for such ISO Shares or the actual gain on the
disposition. The grantee's employer will generally be entitled to deduct any
such recognized amount. Any further gain or loss realized by the grantee will
be taxed as short-term or long-term capital gain or loss. Subject to certain
exceptions for disability or death, if an ISO is exercised more than three
months following the termination of the grantee's employment, the ISO will
generally be taxed as a nonqualified stock option.
Nonqualified Stock Options. No income is realized by the grantee at the time
a nonqualified stock option is granted. Generally upon exercise of a
nonqualified stock option, the grantee will realize ordinary income in an
amount equal to the difference between the price paid for the shares and the
fair market value of the shares on the date of exercise. The grantee's employer
will generally be entitled to a tax deduction in the same amount and at the
same time as the grantee recognizes ordinary income. Any appreciation or
depreciation after the date of exercise will be treated as either short-term or
long-term capital gain or loss, depending upon the length of time that the
grantee has held the shares.
Stock Option Grants. In connection with the offering, the Committee expects
to make an initial grant of options, pursuant to and in accordance with the
terms of the Stock Option Plan, to all eligible employees of Standard to
purchase an aggregate amount of shares not to exceed 40% of the Authorized
Shares, to be apportioned among employees and officers of Standard at the
discretion of the Organization and Executive Compensation Committee. The
options shall be granted to officers of Standard and its affiliates not earlier
than six months following the effective date of the plan of reorganization,
respectively; and to non-officer employees of StanCorp and its affiliates at
the effective date. Stock options shall have an exercise price equal to the
fair market value of the common stock on the date of the grant. Subject to the
grantees' continued employment with Standard, these stock options shall have a
term of ten years and shall generally vest and become exercisable following
three years from the effective date of the grant.
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<PAGE>
Stock Options to Be Granted
The following table sets forth information concerning the initial stock
options that Standard intends to grant to the Named Executives. Mr. Timpe will
receive option grants with respect to shares of common stock having a net
present value (using a variation of the Black-Scholes methodology) equal to
twice his annual base salary and each of the other Named Executives will
receive option grants with respect to shares of common stock having a net
present value equal to 1.3 times the Named Executive's annual base salary.
The chart below illustrates the number of shares that would be granted if
the value per share of such common stock in this offering were $23.00, which is
the midpoint of the range for the assumed initial public offering price
provided in this prospectus. The actual number of shares to be granted will
vary if the offering price is higher or lower. The potential realizable value
of such stock options are calculated based on assumed increases of 5% and 10%
per annum (as required under Securities and Exchange Commission rules),
respectively, over the term of the option, and using the assumed stock value
stated above. The actual amount, if any, realized upon the exercise of stock
options will depend upon the amount by which the market price of the common
stock on the date of exercise exceeds the exercise price. There is no assurance
that the hypothetical values of stock options reflected in this table will
actually be realized.
If the potential values in this table are realized upon exercise of the
options, the corresponding increase in total stockholder value would be
approximately $472.0 million or $1,196.0 million, assuming an increase in value
of 5% and 10% per annum, respectively, over the term of the options assuming an
initial offering price of $23.00, which is the midpoint of the range provided
in this prospectus, and assuming that 32,628,725 shares of common stock are
outstanding following the initial public offering and the demutualization.
Options/SARs to Be Granted
<TABLE>
<CAPTION>
Potential
Realizable
Value at
Assumed
Annual Rates
of Stock
Price
Appreciation
for Option
Individual Grants(1) Term
-------------------------------------------------------- ---------------------
Number of % of Total Exercise
Securities Options/SARs or Base
Underlying to Be Granted Price
Options/SARs to Employees Per Expiration
Name Granted(2) in Fiscal Year(2) Share Date(3) 5% 10%
---- ------------ ----------------- -------- ---------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Ronald E. Timpe ........ 139,811 20.0% $23.00 October 15, 2009 $2,022,307 $5,124,923
Eric E. Parsons ........ 43,860 6.3 23.00 October 15, 2009 634,416 1,607,736
E. Wayne Atteberry ..... 35,088 5.0 23.00 October 15, 2009 507,533 1,286,188
Kim W. Ledbetter ....... 31,579 4.5 23.00 October 15, 2009 456,777 1,157,562
</TABLE>
- --------
(1) Douglas T. Maines is expected to receive 42,105 options.
(2) The number of options to be granted to the Named Executives and to
Standard's employees are based on estimates by the Board of Directors as to
the options that will be granted in 1999. As such, the actual numbers may
differ from those shown in this table.
(3) Each option has a term of ten years and an exercise price equal to the fair
market value of the common stock on the date of the installment grant. The
October 15, 2009 expiration date is based on the assumption that options
will be granted on October 15, 1999, which date is subject to change
depending upon the actual date of the initial public offering. Subject to
the Named Executive's continued employment with Standard Insurance Company,
all options vest and become exercisable on the third anniversary following
the date of such option grant.
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<PAGE>
StanCorp Share Purchase Plan
In connection with the offering, StanCorp will adopt the StanCorp Financial
Group, Inc. 1999 Employee Share Purchase Plan (the "Share Purchase Plan")
satisfying the requirements of Section 423 of the Internal Revenue Code. Under
the Share Purchase Plan, each employee of Standard (including each of the Named
Executives) who has been employed by Standard for at least one month shall have
the opportunity to contribute up to 10% of such employee's gross base salary
plus commissions and incentive payments, if any, to purchase up to a maximum of
$25,000 fair market value of shares of common stock per year, at a price that
is 15% less than the fair market value of a share of common stock on the
effective date of the purchase of such stock or the effective date of the
offering of such stock, as specified in the Share Purchase Plan. Upon an
employee's termination of participation the Share Purchase Plan, Standard will
refund to such employee all payroll deductions in connection with the Share
Purchase Plan that have not been used to purchase shares. The Share Purchase
Plan will be implemented by a series of offering periods of approximately six-
month durations. During 1999 there will be two offering periods. The initial
offering period will commence 15 days after the date of the initial public
offering and will end 180 days after the date of the initial public offering.
The subsequent offering period will commence on the first day following the end
of the initial offering period and will end on December 31, 1999. The maximum
number of shares of common stock that may be issued under the Share Purchase
Plan is 1.0 million shares (the "Authorized Shares"). If there is a stock
split, stock dividend, recapitalization or other relevant change affecting the
outstanding shares of common stock, appropriate adjustments will be made by
StanCorp's Board of Directors in the number of shares reserved for issuance.
The Board of Directors of StanCorp may terminate, suspend or amend the Share
Purchase Plan at any time. Any increase in the number of shares reserved under
the Share Purchase Plan, however, will require the approval of the shareholders
of StanCorp. Unless terminated by action of the Board of Directors of Standard,
the Share Purchase Plan will continue in effect until all the shares reserved
for purposes of the Share Purchase Plan have been purchased.
Long-Term Incentive Compensation Plan
Each of the Named Executives and such other officers as may be selected by
the Board of Directors of Standard are participants in the Long Term Incentive
Compensation Plan (the "LTIP"). The LTIP operates during successive three-year
periods, with two LTIP's currently operating for the periods 1997-1999 and
1998-2000. The LTIP provides a payment to each participant if certain
designated performance objectives, based on the success of Standard, are
achieved. These objectives include growth in Standard's revenues, control of
expenses and Standard's financial strength based on its risk-based capital
ratio. The 1997-1999 plan will make any awards in cash. The target for this
plan is 30% of 1999 base salary for Mr. Timpe and 20% of 1999 base salary for
all other participants. The 1998-2000 plan contains identical targets of 2000
base salary, however, a minimum of 40% of any award will be paid in cash, with
up to 60% payable in shares of common stock. No other LTIP's are currently
contemplated.
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<PAGE>
Potential Awards to be Granted Under the 1998-2000 Plan
<TABLE>
<CAPTION>
Estimated Future Payments
under Non-Stock
Performance or Price-Based Plans(1)
Other Period Until ----------------------------
Name Maturation or Payout Target ($) Maximum ($)
---- -------------------- ------------ -------------
<S> <C> <C> <C>
Ronald E. Timpe.............. December 31, 2000 135,000 270,000
Eric E. Parsons.............. December 31, 2000 44,000 88,000
E. Wayne Atteberry........... December 31, 2000 38,800 77,600
Kim W. Ledbetter............. December 31, 2000 34,000 68,000
</TABLE>
- --------
(1) The target and maximum amounts actually payable will be based on the Named
Executive's annual base salary in effect at the end of the performance
cycle. Estimates shown are based on the Named Executive's annual base
salary for 1998. Actual payout will be based on the Named Executive's year
2000 base salary.
Retirement Plans
Each of the Named Executives participates in both the Standard Retirement
Plan for Home Office Personnel (the "Retirement Plan") and the Supplemental
Retirement Plan for Senior Executives (the "Supplemental Retirement Plan").
The following table sets forth the benefits payable, assuming retirement at
age 65, to participants in the Retirement Plan and the Supplemental Retirement
Plan (the "Retirement Plans") at the levels of compensation and the periods of
service contained therein.
Annual Retirement Plan Benefits
<TABLE>
<CAPTION>
High 5 Year Years of Service at Normal Retirement Date(1)
Average -------------------------------------------------------------------
Remuneration 15 20 25 30 35
- ------------ --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$125,000 $ 29,325 $ 39,100 $ 48,875 $ 58,650 $ 68,425
150,000 35,325 47,100 58,875 70,650 82,425
175,000 41,325 55,100 68,875 82,650 96,425
200,000 47,325 63,100 78,875 94,650 110,425
225,000 53,325 71,100 88,875 106,650 124,425
250,000 59,325 79,100 98,875 118,650 138,425
300,000 71,325 95,100 118,875 142,650 166,425
350,000 83,325 111,100 138,875 166,650 194,425
400,000 95,325 127,100 158,875 190,650 222,425
450,000 107,325 143,100 178,875 214,650 250,425
500,000 119,325 159,100 198,875 238,650 278,425
550,000 131,325 175,100 218,875 262,650 308,425
600,000 143,325 191,100 238,875 266,650 334,425
</TABLE>
- --------
(1) Maximum service under the Retirement Plan is 35 years.
The benefits shown in the above table are payable in the form of a straight
life annuity with annualized cost of living increases not to exceed a
cumulative limit of 3% of the original benefit amount for each year after
retirement. Benefits payable under the Retirement Plans are not subject to
offset for Social Security benefits. Compensation taken into account under the
Retirement Plans is the average monthly compensation paid to a participant
during the consecutive 60-month period over the most recent 120-month period
that produces the highest average compensation. For this purpose, compensation
includes the total of base salary and bonus.
As of December 31, 1998, the estimated highest five year average
remuneration and credited years of service of each of the Named Executives
under the Retirement Plans was: Mr. Timpe, $473,779 and 30 years; Mr. Parsons,
$217,969 and 8 years; Mr. Atteberry, $203,548 and 30 years; Mr. Halverson,
$214,269 and 21 years and Mr. Ledbetter, $145,083 and 24 years.
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OWNERSHIP OF COMMON STOCK
The following table sets forth certain information regarding the beneficial
ownership of common stock as of the effective date of the plan of
reorganization by:
. each person who Standard believes will own beneficially more than 5%
of the outstanding shares of common stock;
. each director and each Named Executive; and
. all directors and executive officers of Standard as a group.
The number of shares of common stock beneficially owned by each director and
executive officer is based upon an estimate of the number of shares each
director and executive officer and certain persons and entities affiliated with
each director and executive officer will receive as eligible members under the
plan of reorganization. See "Management Compensation--Stock Options to Be
Granted". Standard believes that no person will own more than 5% of the
outstanding shares of common stock as a result of the shares distributed under
the plan of reorganization. Except as noted below, each holder listed below
will have sole investment and voting power with respect to the shares
beneficially owned by the holder.
<TABLE>
<CAPTION>
Number of Shares
To Be
Name Beneficially Owned*
---- -------------------
<S> <C>
Ronald E. Timpe, FSA, CLU................................... 698
Virginia L. Anderson........................................ 52
Frederick W. Buckman........................................ 52
John E. Chapoton............................................ 52
Barry J. Galt............................................... 52
Richard Geary............................................... 52
Peter T. Johnson............................................ 338
Peter O. Kohler, M.D. ...................................... 24,813(1)
Jerome J. Meyer............................................. 245
Ralph R. Peterson........................................... 52
E. Kay Stepp................................................ 67
William Swindells........................................... 105,373(2)
Michael G. Thorne........................................... 28,396(3)
Franklin E. Ulf............................................. 52
Benjamin R. Whiteley, FSA................................... 1,474
E. Wayne Atteberry, LLIF.................................... 302
Gerald B. Halverson, CLU.................................... 271
Kim W. Ledbetter, FSA, CLU.................................. 68
Douglas T. Maines........................................... 0
Eric E. Parsons, FLMI....................................... 248
J. Gregory Ness, LLIF....................................... 0
Wilbur R. Willard, FLMI..................................... 160
All directors and executive officers
of Standard (22 persons)................................... 162,819
</TABLE>
- --------
* Number of shares listed represents less than one percent (1%) of the number
of shares of common stock expected to be outstanding on the effective date
of the plan of reorganization.
(1) Includes 24,761 shares to be allocated in the demutualization to Oregon
Health Sciences University. Mr. Kohler is the President of Oregon Health
Sciences University.
(2) Includes 105,301 shares to be allocated in the demutualization to
Williamette Industries, Inc. Mr. Swindells is the Chairman of the Board of
Willamette Industries, Inc.
(3) Includes 28,344 shares to be allocated to the Port of Portland (Or.). Mr.
Thorne is the Executive Director of the Port of Portland.
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COMMON STOCK ELIGIBLE FOR FUTURE SALE
Initially, all the issued common stock will be distributed to eligible
members in the demutualization or sold in the offering. See "The
Demutualization--Payment of Consideration to Eligible Members". All the shares
of the common stock outstanding after the offering will be eligible for
immediate resale in the public market.
The plan of reorganization requires StanCorp to establish the Commission-
Free Program under which eligible members who receive fewer than a certain
number, to be specified by StanCorp's Board of Directors after the
demutualization and prior to the commencement of the Commission-Free Program,
of shares of common stock pursuant to the plan of reorganization may sell all,
but not less than all, of such shares. In addition, any record holder as of the
effective date of fewer than a certain number, to be specified by Standard
Insurance Company's Board of Directors, but shall be no more than 99, of shares
of common stock may purchase enough additional shares to own exactly 100
shares. The sales and purchases made under this Commission-Free Program will be
at prevailing market prices without brokerage commissions or similar expenses.
The Commission-Free Program will involve transactions effected on a periodic
basis on the New York Stock Exchange and will not involve any purchases or
sales by Standard or its affiliates for their own accounts. The Commission-Free
Program will begin between 180 days and 12 months after the effective date and
will continue for three months or such longer period of time as StanCorp's
Board of Directors determines. StanCorp may reinstate the Commission-Free
Program at a later date; however, it has no current intention of doing so. See
"The Demutualization--Commission-Free Program".
We expect 1,735,836 shares will be reserved for issuance under the StanCorp
1999 Omnibus Stock Incentive Plan, 2,000,000 shares will be reserved for
issuance under Standard Insurance Company's defined contribution plans and
1,000,000 shares will be reserved for issuance under the StanCorp Employee
Share Purchase Plan. See "Management Compensation--Executive Officer
Compensation--StanCorp Stock Incentive Plan" and "Management Compensation--
Stock Options to be Granted--StanCorp Share Purchase Plan". We intend to file
as soon as practicable following completion of the offering a registration
statement on Form S-8 under the Securities Act of 1933 covering shares of
common stock reserved for issuance under these plans.
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RESTRICTIONS ON ACQUISITIONS OF COMMON STOCK
Antitakeover Provisions in StanCorp's Articles of Incorporation and Bylaws and
in Oregon Law
A number of provisions of StanCorp's Articles of Incorporation and Bylaws
deal with matters of corporate governance and certain rights of shareholders.
The following discussion is a general summary of certain provisions of
StanCorp's Articles of Incorporation and Bylaws and regulatory provisions that
might be deemed to have a potential "antitakeover" effect. These provisions may
have the effect of discouraging a future takeover attempt which is not approved
by the Board of Directors but which individual StanCorp shareholders may deem
to be in their best interests or in which shareholders may receive a
substantial premium for their shares over then current market prices. As a
result, shareholders who might desire to participate in such a transaction may
not have an opportunity to do so. Such provisions will also render the removal
of the incumbent Board of Directors or management of Standard more difficult.
Certain provisions of the Oregon Business Corporation Act ("OBCA") and the
Oregon Insurance Code ("OIC") may also have an antitakeover effect. The
following description of certain of the provisions of the Articles of
Incorporation and Bylaws of StanCorp and certain provisions of the OBCA and OIC
are necessarily general and reference should be made in each case to such
Articles of Incorporation and Bylaws, which are incorporated herein by
reference, and to the provisions of Oregon law. See "Additional Information" as
to where to obtain a copy of these documents.
Unissued Shares of Capital Stock
Common Stock. Based upon the assumptions described under "Unaudited Pro
Forma Condensed Consolidated Financial Information", StanCorp currently plans
to issue an estimated 32,628,725 shares of its authorized common stock in the
offering and the demutualization. The remaining shares of authorized and
unissued common stock will be available for future issuance and may not require
additional shareholder approval. While the additional shares are not designed
to deter or prevent a change of control, under certain circumstances StanCorp
could use the additional shares to create voting impediments or to frustrate
persons seeking to effect a takeover or otherwise gain control of StanCorp by,
for example, issuing those shares in private placements to purchasers who might
side with the Board in opposing a hostile takeover bid.
Preferred Stock. The Board of Directors has the authority to issue Preferred
Stock in one or more series and to fix the number of shares constituting any
such series and the preferences, limitations and relative rights, including
dividend rights, dividend rate, voting rights, terms of redemption, redemption
price or prices, conversion rights and liquidation preferences of the shares
constituting any series, without any further vote or action by the shareholders
of StanCorp. The existence of authorized but unissued Preferred Stock could
reduce the attractiveness of StanCorp as a target for an unsolicited takeover
bid since StanCorp could, for example, issue shares of the Preferred Stock to
parties who might oppose such a takeover bid or containing terms the potential
acquiror may find unattractive. This may have the effect of delaying or
preventing a change in control of StanCorp, may discourage bids for the common
stock at a premium over the market price of the common stock and may adversely
affect the market price of, and the voting and other rights of the holders of,
common stock.
Classified Board of Directors and Removal of Directors
StanCorp's Articles of Incorporation provide that the directors shall be
divided into three classes, as nearly equal in number as possible, with the
term of office of each class to be three (3) years. The classes serve staggered
terms, such that the term of one class of directors expires each year. Any
effort to obtain control of the Board of Directors by causing the election of a
majority of the
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Board may require more time than would be required without a staggered election
structure. StanCorp's Articles of Incorporation also provide that directors of
StanCorp may be removed only for cause at a meeting of shareholders called
expressly for that purpose. This provision may have the effect of slowing or
impeding a change in membership of the Board of Directors that would effect a
change of control of StanCorp.
Restriction on Maximum Number of Directors and Filling of Vacancies on the
Board of Directors
StanCorp's Articles of Incorporation provide that the number of directors of
StanCorp shall be not less than nine (9) nor more than twenty-one (21), and
within such limits the exact number shall be fixed and increased or decreased
from time to time by resolution of the Board of Directors. Any vacancy on the
Board of Directors, including a vacancy resulting from an increase in the
number of directors, may be filled by the Board of Directors, the remaining
directors if less than a quorum (by the vote of a majority thereof) or by a
sole remaining director. If the vacancy is not so filled, it shall be filled by
the shareholders at the next annual meeting of shareholders. The shareholders
are not permitted to fill vacancies between annual meetings. These provisions
give incumbent directors significant authority that may have the effect of
limiting the ability of shareholders to effect a change in management.
Advance Notice Requirements for Nomination of Directors and Presentation of
New Business at Meetings of Shareholders; Action by Written Consent
StanCorp's Bylaws provide for certain advance notice requirements for
shareholder proposals and nominations for director. In addition, pursuant to
the OBCA, action may not be taken by written consent of shareholders without a
meeting unless such written consents are signed by all shareholders entitled to
vote on the action to be taken. These provisions make it more procedurally
difficult for a shareholder to place a proposal or nomination on the meeting
agenda or to take action without a meeting, and therefore may reduce the
likelihood that a shareholder will seek to take independent action to replace
directors or with respect to other matters that are not supported by management
for shareholder vote.
Supermajority Voting Requirement for Amendment of Certain Provisions of the
Articles of Incorporation and Bylaws
The provisions of the Articles of Incorporation governing the number of
directors and the filling of vacancies and restricting the removal of directors
without cause may not be amended, altered, changed or repealed unless the
amendment is approved by the vote of holders of 70 percent of the shares then
entitled to vote at an election of directors. This requirement exceeds the
majority vote of the outstanding stock that would otherwise be required by the
OBCA for the repeal or amendment of such provisions of the Articles of
Incorporation. StanCorp's Bylaws may be amended by the Board of Directors or by
the vote of holders of 70 percent of the shares then entitled to vote. These
provisions make it more difficult for any person seeking to remove or amend
provisions having antitakeover effect to do so.
Board Consideration of Certain Nonmonetary Factors in the Event of an Offer by
Another Party
Pursuant to the OBCA, the Board of Directors may consider certain
nonmonetary factors when evaluating any offer of another party to make a tender
or exchange offer for any equity security of StanCorp, or any proposal to merge
or consolidate StanCorp with another corporation or to purchase or otherwise
acquire all or substantially all the properties and assets of StanCorp. The
Board of StanCorp may, in determining what they believe to be in the best
interests of StanCorp, give due consideration to the social, legal and economic
effects on employees, customers and suppliers of
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StanCorp and on the communities and geographical areas in which StanCorp and
its subsidiaries operate, the economy of the state and nation, the long-term as
well as short-term interests of StanCorp and its shareholders, including the
possibility that these interests may be best served by the continued
independence of StanCorp, and other relevant factors.
Oregon Control Share and Business Combination Statutes; Fair Price Provision
Upon completion of the offering, StanCorp will become subject to the Oregon
Control Share Act (the "Control Share Act"). The Control Share Act generally
provides that a person (the "Acquiror") who acquires voting stock of an Oregon
corporation in a transaction (other than a transaction in which voting shares
are acquired from the issuing public corporation) that results in the Acquiror
holding more than 20%, 33% or 50% of the total voting power of the corporation
(a "Control Share Acquisition") cannot vote the shares it acquires in the
Control Share Acquisition ("control shares") unless voting rights are accorded
to the control shares by (i) the holders of a majority of the outstanding
voting shares and (ii) the holders of a majority of the outstanding voting
shares, excluding the control shares held by the Acquiror and shares held by
StanCorp's officers and inside directors. The term "Acquiror" is broadly
defined to include persons acting as a group.
The Acquiror may, but is not required to, submit to StanCorp a statement
setting forth certain information about the Acquiror and its plans with respect
to StanCorp. The statement may also request that StanCorp call a special
meeting of the shareholders to determine whether voting rights will be accorded
to the control shares. If the Acquiror does not request a special meeting of
shareholders, the issue of voting rights of control shares will be considered
at the next annual or special meeting of shareholders. If the Acquiror's
control shares are accorded voting rights and represent a majority or more of
all voting power, shareholders who do not vote in favor of voting rights for
the control shares will have the right to receive the appraised "fair value" of
their shares, which may not be less than the highest price paid per share by
the Acquiror for the control shares.
Upon completion of the offering, StanCorp will become subject to certain
provisions of the OBCA that govern business combinations between corporations
and interested shareholders (the "Business Combination Act"). The Business
Combination Act generally provides that if a person or entity acquires 15% or
more of the outstanding voting stock of an Oregon corporation (an "Interested
Shareholder"), the corporation and the Interested Shareholder, or any
affiliated entity of the Interested Shareholder, may not engage in certain
business combination transactions for three years following the date the person
became an Interested Shareholder. Business combination transactions for this
purpose include (a) a merger or plan of share exchange with or caused by the
Interested Shareholders, (b) any sale, lease, mortgage or other disposition of
10% or more of the assets of the corporation to or with an Interested
Shareholder, (c) certain transactions that result in the issuance or transfer
of capital stock of the corporation to the Interested Shareholder and (d)
receipt by the Interested Shareholder of the benefit of any loan, guarantee or
any other financial benefit, except proportionately as a shareholder of the
corporation. These restrictions do not apply if (i) the Interested Shareholder,
as a result of the transaction in which such person became an Interested
Shareholder, owns at least 85% of the outstanding voting stock of the
corporation (disregarding shares owned by directors who are also officers and
certain employee benefit plans), (ii) the board of directors approves the
business combination or the transaction that resulted in the shareholder
becoming an Interested Shareholder before the Interested Shareholder acquires
15% or more of the corporation's voting stock or (iii) the board of directors
and the holders of at least two-thirds of the outstanding voting stock of the
corporation not owned by the Interested Shareholder approve the business
combination after the Interested Shareholder acquires 15% or more of the
corporation's voting stock.
StanCorp's Articles of Incorporation further provide that if a person or
entity acquires, directly or indirectly, beneficial ownership of 15% or more of
the outstanding voting stock of StanCorp (a "Substantial Shareholder"),
StanCorp and the Substantial Shareholder or any affiliate of the
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Substantial Shareholder may not engage in certain business combination
transactions without the vote of at least 70 percent of the outstanding voting
shares unless (a) two-thirds of the continuing directors who served on the
Board immediately prior to the time when such person or entity became a
Substantial Shareholder have approved, in advance, the transaction that caused
such person or entity to become a Substantial Shareholder, (b) two-thirds of
the continuing directors have approved such business combination with the
Substantial Shareholder or (c) certain equal price criteria are met. Business
combinations under this provision are generally of the same types as those
covered by the Business Combination Act.
Restrictions on Acquisitions of Securities
On the effective date of the plan of reorganization, StanCorp will own all
of the outstanding shares of capital stock of Standard Insurance Company. Under
the Oregon demutualization statute, neither a person nor a group of persons
acting in concert may acquire, through public offering (including the
offering), exchange or subscription rights or otherwise, more than 5% of the
shares of capital stock of StanCorp or any subsidiary thereof (including
Standard Insurance Company) for a period of five years from the effective date,
except with the approval of the Director. In addition, Oregon law applicable to
StanCorp generally provides that no person may seek to acquire control of
StanCorp, and thus indirect control of Standard Insurance Company, without the
prior approval of the Director. Generally any person who directly or indirectly
owns, controls, holds with power to vote, or holds proxies representing 10% or
more of StanCorp's voting securities would be presumed to have acquired such
control, unless the Director upon application determines otherwise.
Shareholder Rights Plan
The Board of Directors intends to adopt a Shareholder Rights Plan under
which the Board of Directors of StanCorp will declare a dividend of one Right
for each outstanding share of common stock issued to shareholders of record
between the close of business immediately prior to the effective date and the
Distribution Date (as defined below). Each Right will entitle the registered
holder to purchase from StanCorp one one-hundredth 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
StanCorp and ChaseMellon Shareholder Services, Inc., as Rights Agent. Although
the material provisions of the Rights Agreement have been accurately
summarized, the statements below 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 the
Registration Statement of which this prospectus forms a part. Each statement is
qualified in its entirety by such reference.
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
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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 StanCorp 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
on 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 or 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 StanCorp) 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
StanCorp 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) StanCorp
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
StanCorp'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, StanCorp may redeem
the Rights in whole, but not in part, at a price of $.001 per Right
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(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 StanCorp 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 StanCorp's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment). Immediately upon the action of
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 StanCorp, 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 StanCorp. shareholders may, depending upon the
circumstances, recognize taxable income in the event that the Rights become
exercisable for common stock (or other consideration) of StanCorp 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 respect of the preference as to
dividends and the distribution of assets with other classes or series of
StanCorp'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 distributions (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 100 times the payment made per share of common
stock, plus 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 StanCorp
in the event of unsolicited offers to acquire StanCorp and other coercive
takeover tactics which, in the opinion of the Board of Directors of StanCorp,
could impair its ability to represent shareholder interests. The provisions of
the Shareholder Rights Plan may render an unsolicited takeover of StanCorp more
difficult or less likely to occur or might prevent such a takeover, even though
such takeover may offer StanCorp'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 StanCorp.
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DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of StanCorp consists of 300,000,000 shares of
common stock and 100,000,000 shares of preferred stock.
Common Stock
Holders of common stock are entitled to receive such dividends as may from
time to time be declared by the Board of Directors of StanCorp out of funds
legally available therefor. See "Dividend Policy". Holders of common stock are
entitled to one vote per share on all matters on which the holders of common
stock are entitled to vote and do not have any cumulative voting rights.
Holders of common stock have no preemptive, conversion, redemption or sinking
fund rights. In the event of a liquidation, dissolution or winding up of
StanCorp, holders of common stock are entitled to share equally and ratably in
the assets of StanCorp, if any, remaining after the payment of all liabilities
of StanCorp and the liquidation preference of any outstanding class or series
of preferred stock. The outstanding shares of common stock are, and the shares
of common stock offered by StanCorp hereby when issued will be, fully paid and
nonassessable. The rights, preferences and privileges of holders of common
stock are subject to any series of preferred stock that StanCorp may issue in
the future, as described below. StanCorp's Articles of Incorporation limit the
personal liability of a director to StanCorp or its shareholders for monetary
damages for conduct as a director, except that such limitation does not apply
to (i) any breach of the director's duty of loyalty to StanCorp or its
shareholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) any unlawful
distribution or (iv) any transaction from which the director derived an
improper personal benefit.
Preferred Stock
The Board of Directors has the authority to issue preferred stock in one or
more series and to fix the number of shares constituting any such series and
the preferences, limitations and relative rights, including dividend rights,
dividend rate, voting rights, terms of redemption, redemption price or prices,
conversion rights and liquidation preferences of the shares constituting any
series, without any further vote or action by the shareholders of StanCorp. The
issuance of preferred stock by the Board of Directors could adversely affect
the rights of holders of common stock.
StanCorp expects to authorize Series A Preferred Shares for issuance in
connection with its Shareholder Rights Plan. See "Restrictions on Acquisitions
of Common Stock--Shareholder Rights Plan".
Transfer Agent and Registrar
The transfer agent and registrar for the common stock is ChaseMellon
Shareholder Services, Inc.
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VALIDITY OF COMMON STOCK
The validity of the shares of common stock offered hereby will be passed
upon for StanCorp by Stoel Rives LLP and for the underwriters by Sullivan &
Cromwell. Sullivan & Cromwell will rely upon the opinion of Stoel Rives LLP
with respect to all matters of Oregon law.
EXPERTS
The balance sheet of StanCorp Financial Group, Inc. as of December 31, 1998,
and the consolidated financial statements of Standard Insurance Company as of
December 31, 1998 and 1997, and for each of the three years in the period ended
December 31, 1998 included in this prospectus and the related financial
statement schedules of Standard Insurance Company included elsewhere in the
Registration Statement (as defined herein) have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports appearing herein,
and have been so included in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.
Standard has retained Milliman & Robertson, Inc., an actuarial consulting
firm, to advise it in connection with actuarial matters involved in the
development of the plan of reorganization and the establishment and operation
of the closed block. The opinion of Daniel J. McCarthy of Milliman & Robertson,
Inc. is included as Annex A of this prospectus in reliance upon his authority
as an expert in actuarial matters generally and in the application of actuarial
concepts to insurance matters.
ADDITIONAL INFORMATION
StanCorp has filed with the Securities Exchange Commission ("SEC") a
Registration Statement on Form S-1 (together with all amendments, exhibits,
schedules and supplements thereto, the "Registration Statement"), under the
Securities Act and the rules and regulations thereunder, for the registration
of the common stock offered hereby. This prospectus, which forms a part of the
Registration Statement, does not contain all of the information set forth in
the Registration Statement, certain parts of which have been omitted as
permitted by SEC rules and regulations. For further information with respect to
StanCorp and the common stock offered hereby, reference is made to the
Registration Statement. Statements made in this prospectus as to the contents
of any contract, agreement or other document referred to are not necessarily
complete. With respect to each such contract, agreement or other document filed
as an exhibit to the Registration Statement, reference is made to the exhibit
for a more complete description of the matter involved, and each such statement
shall be deemed qualified in its entirety by such reference. The Registration
Statement may be inspected and copied at the SEC's Public Reference Room at 450
Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-
0330. The SEC maintains an Internet site, http://www.sec.gov, that contains
reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC.
As a result of the offering, StanCorp will become subject to the
informational requirements of the Securities Exchange Act of 1934. After the
effective date, StanCorp will fulfill its obligations with respect to such
requirements by filing periodic reports and other information with the SEC. It
intends to furnish its shareholders with annual reports containing consolidated
financial statements certified by an independent public accounting firm.
StanCorp is applying to list the common stock on the New York Stock
Exchange. Upon such listing, copies of the Registration Statement, including
all exhibits thereto, and periodic reports, proxy statements and other
information will be available for inspection at the offices of the New York
Stock Exchange, Inc. located at 20 Broad Street, New York, New York 10005.
120
<PAGE>
GLOSSARY
The following Glossary includes definitions of certain insurance terms. Each
term defined in this Glossary is printed in boldface type the first time it
appears in this prospectus.
<TABLE>
<C> <S>
Account Value....................... The amount of money held in either a
general account or separate account of an
insurance company to support policyholder
liabilities.
Admitted Assets..................... Assets which are included in an insurance
company's financial statements to measure
policyholder surplus as determined in
accordance with state insurance laws.
Annual Statement.................... The report filed annually with state
insurance regulatory authorities that
contains financial and other information
on a calendar year basis and is prepared
in accordance with statutory accounting
practices. The form of the Annual
Statement is prescribed by the NAIC.
Annuitant........................... A person who receives an income benefit
from an annuity for life or for a
specified period of time.
Annuity............................. A contract that pays or permits the
election of a periodic income benefit for
the life of a person, the lives of two or
more persons for a specific period of
time, or a combination thereof.
Asset Valuation Reserve ("AVR")..... The reserve required by insurance
regulators to stabilize statutory
policyholder surplus from fluctuations in
the market value of and/or realized gains
or losses on bonds, stocks, mortgage
loans, real estate and other invested
assets (other than fluctuations captured
by the IMR). AVR has no effect on
financial statements prepared in
accordance with GAAP.
Cash Value.......................... The amount of cash available to a
policyholder on the surrender of or
withdrawal from a life insurance policy
or annuity contract.
Cede or Ceding...................... The reinsurance of all or a portion of an
insurer's risk with another insurer.
Crediting Rate...................... The interest rate credited on a life
insurance policy or annuity contract.
This credited interest rate may be a
guaranteed fixed rate, a variable rate or
some combination of both.
Disability Insurance................ Insurance which provides income payments
to the insured when employment is
interrupted or terminated because of
illness or accident. The level, timing
and duration of payments vary by contract
provision.
Disintermediation................... The risk to a financial institution of a
loss due to the movement of policyholder
funds at book (i.e., without a market
value adjustment) when interest rates are
higher than at contract inception.
</TABLE>
G-1
<PAGE>
<TABLE>
<C> <S>
Dividend Scales..................... The actuarial formulas used by life
insurance companies to determine amounts
payable as dividends on participating
policies based on experience factors
relating to, among other things,
investment results, mortality, lapse
rates, expenses, premium taxes and policy
loan interest and utilization rates.
Duration............................ With respect to a disability, the time
elapsed since disablement.
GAAP................................ United States generally accepted
accounting principles.
General Account..................... The aggregate of an insurance company's
assets other than those allocated to
separate accounts.
General Account Invested Assets..... The assets held in the general account
associated with the operations of an
insurance company which include bonds,
mortgages, real estate, equity interests,
policy loans, cash and short-term
investments and other invested assets.
IBNR................................ Claims which are incurred but not
reported.
IMSA................................ The Insurance Marketplace Standards
Association, a self-regulatory
organization established by the ACLI to
implement its Principles and Code of
Ethical Life Insurance Market Conduct.
In Force............................ Generally, as provided in the plan of
reorganization, a policy that is shown in
Standard Insurance Company's records to
be in force on a given date and that has
not matured by death or otherwise or been
surrendered or otherwise terminated.
Interest Maintenance Reserve
("IMR")............................ The reserve required by insurance
regulators to capture non-credit,
interest-related realized capital gains
and losses (net of taxes) on fixed income
investments (primarily bonds and mortgage
loans), which are amortized into net
income over the estimated otherwise
remaining periods to maturity of the
investments sold. IMR has no effect on
financial statements prepared in
conformity with GAAP.
IRA................................. Individual retirement annuity within the
meaning of Section 408(b) of the Internal
Revenue Code.
IRIS................................ A set of financial relationships or
"tests" known as the Insurance Regulatory
Information System developed in the 1970s
by the NAIC that was designed for early
identification of companies that may
require special attention by insurance
regulatory authorities.
LIMRA............................... Life Insurance Marketing Research
Association.
Market Value Adjustment............. The market value adjustment feature in
certain of Standard's fixed annuity
products that adjusts the surrender value
of a contract in the event of surrender
prior to the end of the contract period
to protect Standard against losses due to
higher interest rates at the time of
surrender.
</TABLE>
G-2
<PAGE>
<TABLE>
<C> <S>
Morbidity........................... Incidence rates and duration of
disability used in pricing and computing
reserves for disability insurance.
Morbidity varies by such parameters as
age, gender and duration since
disability.
Mortality........................... Rates of death, varying by such
parameters as age, gender and health,
used in pricing and computing reserves
for life and annuity products.
National Association of Insurance
Commissioners ("NAIC")............. The national association of state
insurance regulators that sets guidelines
for statutory policies, procedures and
reporting for insurance enterprises.
Non-Admitted Assets................. Certain assets or portions thereof which
are not permitted to be reported as
admitted assets in the Annual Statement.
As a result, certain assets which
normally would be accorded value in non-
insurance corporations are accorded no
value and thus reduce the reported
policyholder surplus of the insurance
company.
Own Occupation...................... This definition of disability requires
that the claimant provide satisfactory
proof that the claimant, because of
sickness, injury or a mental disorder, is
unable to perform the material duties of
the claimant's occupation. Generally, the
claimant must prove that he or she is not
capable of performing the claimant's
occupation as it generally exists and not
as modified by a particular employer.
Own Specialty....................... This definition is a variant of the own
occupation definition of disability. The
claimant must provide satisfactory proof
that he or she, because of sickness,
injury or mental disorder, is unable to
perform the material duties of his or her
own recognized specialty within the
practice of medicine or law (e.g.,
urology, anesthesiology, etc.).
Persistency......................... Measurement of the percentage of
insurance policies remaining in force
from year to year, as measured by
premiums.
Personal Producing General Agents...
Independent agents who sell products
directly to the consumer and write
business directly with insurance
companies and who are compensated
primarily for personal production.
Policyholder Dividends.............. Premiums for participating policies are
set with margins designed and intended to
allow for certain refund provisions,
usually called policyholder dividends,
paid over the term of the policy, if and
as declared by the insurer's board of
directors, and adjusted, over time, to
reflect the actual experience of the
class of policies involved.
Policyholder Surplus................ The excess of admitted assets over
liabilities, in each case under statutory
accounting practices.
</TABLE>
G-3
<PAGE>
<TABLE>
<C> <S>
Premiums............................ Payments and considerations received on
insurance policies issued or reinsured by
an insurance company. Under GAAP,
premiums on universal life and other
investment-type contracts are not
accounted for as revenues.
Reinsurance......................... The acceptance by one or more reinsurance
companies of a portion of risk
underwritten by another insurance company
that has directly written the coverage in
return for a portion of the premium
related thereto. The legal rights of the
insured generally are not affected by the
reinsurance transaction, and the
insurance enterprise issuing the
insurance contract remains liable to the
insured for payment of policy benefits.
Reserves............................ Liabilities established by insurers to
reflect the estimated discounted present
value of cost of claims, payments or
contract liabilities and the related
expenses that the insurer will ultimately
be required to pay in respect of
insurance or annuities it has written.
Risk Based Capital ("RBC").......... Regulatory targeted surplus level based
on the relationship of statutory capital
and surplus, with certain adjustments, to
the sum of stated percentages of each
element of a specified list of company
risk exposures.
Separate Account.................... Investment accounts maintained by an
insurance company to which funds have
been allocated for certain policies under
provisions of relevant state insurance
law. The investments in each separate
account are maintained separately from
those in other separate accounts and the
general account. The investment results
of the separate account assets generally
pass through to the separate account
policyholders and contract holders, less
management fees, so that an insurer bears
limited or no investment risk on such
assets.
Statutory Accounting Practices...... Those accounting practices prescribed or
permitted by an insurance company's
domiciliary state insurance regulator for
purposes of financial reporting to
insurance regulators.
Statutory Admitted Assets........... Assets which are included in measuring an
insurer's statutory capital and surplus
for purposes of statutory accounting
practices. Designation of an asset as a
statutory admitted asset of Standard
Insurance Company requires authorization
under Oregon law or by the Director.
Other assets, consisting principally of
amounts due from insurance agents,
prepaid expenses and furniture and
equipment are non-admitted assets for
statutory accounting practices.
Statutory Capital and Surplus....... The excess of statutory admitted assets
over statutory liabilities as shown on an
insurer's statutory financial statements.
</TABLE>
G-4
<PAGE>
<TABLE>
<C> <S>
Statutory Reserve................... Amounts established by state insurance
law that an insurer must have available
to provide for future obligations with
respect to all policies. Statutory
reserves are liabilities on the balance
sheet of financial statements prepared in
conformity with statutory accounting
practices.
Surrender Charge.................... The fee charged to a policyholder when a
life insurance policy or annuity is
surrendered for its cash value prior to
the end of the surrender charge period.
Such charge is intended to recover all or
a portion of policy acquisition costs and
act as a deterrent to early surrender.
Surrender charges typically decrease over
a set period of time as a percentage of
the account value.
Surrenders and Withdrawals.......... Surrenders of life insurance policies and
annuity contracts for their entire net
cash values or a portion of such values.
Term Life........................... Life insurance which provides insurance
protection for a fixed period (which
often may be renewed at an increased
premium) and has no cash value.
TSA................................. Tax-sheltered annuity within the meaning
of section 403(b) of the Internal Revenue
Code.
Underwriting........................ The process of examining, accepting or
rejecting insurance risks, and
classifying those accepted, in order to
charge an appropriate premium for each
accepted risk.
Universal Life...................... Life insurance under which (1) premiums
are generally flexible, (2) the level of
death benefits may be adjusted, (3)
maximum charges for expenses, mortality
and other charges are set forth and (4)
actual interest crediting rates and
expenses, mortality and other charges are
used by Standard to determine "current"
charges.
Whole Life.......................... These policies provide guaranteed death
benefits for life and guaranteed cash
values in return for periodic fixed
premium payments or, in the case of
single premium whole life policies, a
lump-sum payment when the policy is
issued.
</TABLE>
G-5
<PAGE>
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report on StanCorp Financial Group, Inc. .......... F-2
Balance Sheet of StanCorp Financial Group, Inc. at December 31, 1998..... F-3
Notes to Balance Sheet of StanCorp Financial Group, Inc. ................ F-4
Independent Auditors' Report on Standard Insurance Company............... F-5
Consolidated Balance Sheets of Standard Insurance Company at December 31,
1998 and 1997........................................................... F-6
Consolidated Statements of Income, Comprehensive Income and Equity of
Standard Insurance Company for the years ended December 31, 1998, 1997
and 1996................................................................ F-7
Consolidated Statements of Cash Flows of Standard Insurance Company for
the years ended December 31, 1998, 1997 and 1996........................ F-8
Notes to Consolidated Financial Statements of Standard Insurance
Company................................................................. F-9
</TABLE>
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
StanCorp Financial Group, Inc.
We have audited the accompanying balance sheet of StanCorp Financial Group,
Inc. as of December 31, 1998. This financial statement is the responsibility of
the Company's management. Our responsibility is to express an opinion on the
balance sheet based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the balance sheet. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall balance sheet presentation. We
believe that our audit of the balance sheet provides a reasonable basis for our
opinion.
In our opinion, such balance sheet presents fairly, in all material respects,
the financial position of the Company as of December 31, 1998, in conformity
with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Portland, Oregon
January 21, 1999
F-2
<PAGE>
STANCORP FINANCIAL GROUP, INC.
BALANCE SHEET
December 31, 1998
(Dollars in thousands)
<TABLE>
<S> <C>
ASSETS:
Cash...................................................................... $ 1
-----
Total Assets............................................................ $ 1
=====
STOCKHOLDER'S EQUITY:
Preferred Stock, no par value,
100,000,000 shares authorized, none issued............................... $ --
Common Stock, no par value,
300,000,000 shares authorized, 100 shares issued and outstanding......... 1
-----
Total Stockholder's Equity.............................................. $ 1
=====
</TABLE>
See Notes to Balance Sheet.
F-3
<PAGE>
STANCORP FINANCIAL GROUP, INC.
NOTES TO BALANCE SHEET
1. Organization and Significant Accounting Policies
StanCorp Financial Group, Inc. ("StanCorp") was incorporated on September 23,
1998 as a wholly owned subsidiary of Standard Insurance Company, an Oregon
mutual life insurance company. StanCorp was formed for the purpose of becoming
an insurance holding company on the completion of Standard Insurance Company's
reorganization from a mutual life insurance company to a stock life insurance
company. The assets of StanCorp will consist primarily of all of the
outstanding shares of the common stock of Standard Insurance Company. Aside
from its initial funding, StanCorp has been inactive and will remain inactive
until the effective date of Standard Insurance Company's reorganization. At
December 31, 1998, StanCorp had no material commitments or contingencies.
StanCorp's assets consist solely of $1,000 cash received as a capital
contribution from Standard Insurance Company. As there was no other activity
during the period September 23, 1998 through December 31, 1998, StanCorp has
not included a statement of income or of cash flows for the period then ended.
The balance sheet has been prepared on the basis of generally accepted
accounting principles.
2. Federal Income Taxes
StanCorp participates in an intercompany tax allocation agreement with Standard
Insurance Company which will result in StanCorp's inclusion in Standard
Insurance Company's consolidated Federal income tax filing. Under the terms of
this agreement, StanCorp's Federal income tax liability or receivable is
calculated and settled as if it were a stand-alone company.
F-4
<PAGE>
INDEPENDENT AUDITORS' REPORT
Standard Insurance Company
We have audited the accompanying consolidated balance sheets of Standard
Insurance Company and subsidiaries as of December 31, 1998 and 1997, and the
related consolidated statements of income, comprehensive income and equity, and
of cash flows for each of the three years in the period ended December 31,
1998. Our audits also included the financial statement schedules listed in the
index at Item 16. These financial statements and financial statement schedules
are the responsibility of the Company's management. Our responsibility is to
express an opinion on the financial statements and financial statement
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Standard Insurance Company and
subsidiaries as of December 31, 1998 and 1997, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.
Also, in our opinion, such financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a whole,
present fairly in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Portland, Oregon
February 12, 1999 (March 19, 1999 as to Note 1)
F-5
<PAGE>
STANDARD INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
December 31,
---------------------
1998 1997
---------- ----------
<S> <C> <C>
ASSETS
Investments:
Investment securities.................................. $2,214,162 $2,034,494
Mortgage loans......................................... 1,708,135 1,603,175
Real estate, net....................................... 92,978 102,335
Policy loans........................................... 111,027 107,041
Collateral loans....................................... 71,229 73,829
---------- ----------
Total investments.................................... 4,197,531 3,920,874
Cash and cash equivalents................................ 60,372 16,834
Deferred policy acquisition costs........................ 114,880 106,923
Premiums receivable...................................... 41,457 36,217
Reinsurance receivable................................... 31,711 33,298
Federal income taxes receivable.......................... 8,372 --
Accrued investment income................................ 53,548 50,592
Property and equipment, net.............................. 65,879 65,108
Other assets............................................. 36,583 13,245
Separate account assets.................................. 668,513 483,260
---------- ----------
TOTAL............................................... $5,278,846 $4,726,351
========== ==========
LIABILITIES AND EQUITY
Liabilities:
Future policy benefits and claims...................... $2,065,161 $1,878,260
Other policyholder funds............................... 1,455,504 1,442,479
Dividends and experience refunds....................... 23,715 20,790
Accrued Federal income taxes........................... -- 6,737
Deferred tax liabilities............................... 106,002 51,335
Other liabilities...................................... 120,669 111,478
Separate account liabilities........................... 668,513 483,260
---------- ----------
Total liabilities.................................... 4,439,564 3,994,339
---------- ----------
Commitments and Contingencies
Equity:
Accumulated other comprehensive income................. 74,201 36,427
Retained earnings...................................... 765,081 695,585
---------- ----------
Total equity......................................... 839,282 732,012
---------- ----------
TOTAL............................................... $5,278,846 $4,726,351
========== ==========
</TABLE>
See Notes to Consolidated Financial Statements.
F-6
<PAGE>
STANDARD INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME, COMPREHENSIVE INCOME AND EQUITY
(in thousands)
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Revenues:
Premiums................................. $ 890,940 $ 825,176 $ 745,141
Net investment income.................... 323,120 303,153 285,235
Net realized investment gains............ 11,606 11,833 15,299
Other.................................... 6,886 6,046 4,394
---------- ---------- ----------
Total.................................. 1,232,552 1,146,208 1,050,069
---------- ---------- ----------
Benefits and expenses:
Policyholder benefits.................... 760,910 714,881 662,392
Interest paid on policyholder funds...... 91,516 95,207 97,861
Commissions.............................. 65,560 63,969 59,760
Operating expenses....................... 185,559 161,314 139,826
Net increase in deferred policy
acquisition costs....................... (4,212) (6,632) (7,470)
Policyholder dividends................... 24,646 22,184 22,062
---------- ---------- ----------
Total.................................. 1,123,979 1,050,923 974,431
---------- ---------- ----------
Income before Federal income taxes and
extraordinary item........................ 108,573 95,285 75,638
Federal income taxes....................... 32,975 31,437 28,642
---------- ---------- ----------
Income before extraordinary item........... 75,598 63,848 46,996
Extraordinary item, net of tax............. 6,102 -- --
---------- ---------- ----------
Net income................................. 69,496 63,848 46,996
---------- ---------- ----------
Other comprehensive income, net of tax:
Unrealized gains (losses) on securities
available for sale...................... 40,073 22,369 (25,866)
Adjustment for realized gains............ (2,299) (1,693) (746)
---------- ---------- ----------
Total.................................. 37,774 20,676 (26,612)
---------- ---------- ----------
Comprehensive income....................... 107,270 84,524 20,384
Equity, beginning of year.................. 732,012 647,488 627,104
---------- ---------- ----------
Equity, end of year........................ $ 839,282 $ 732,012 $ 647,488
========== ========== ==========
</TABLE>
See Notes to Consolidated Financial Statements.
F-7
<PAGE>
STANDARD INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
OPERATING:
Net income................................... $ 69,496 $ 63,848 $ 46,996
Adjustments to reconcile net income to net
cash provided by operating activities:
Net realized investment gains.............. (11,606) (11,833) (15,299)
Depreciation and amortization.............. 22,254 22,166 19,331
Deferral of policy acquisition costs....... (17,780) (18,863) (19,887)
Deferred income taxes...................... 34,326 2,099 (951)
Changes in other assets and liabilities:
Trading securities......................... (25,428) -- --
Receivables and accrued investment income.. (6,609) (1,145) (7,559)
Future policy benefits and claims.......... 186,901 184,859 178,974
Dividends and experience refunds........... 2,925 (1,929) 34
Federal income taxes receivable and
payable................................... (15,109) (12,707) 22,684
Other, net................................. (12,742) 12,887 (1,567)
--------- --------- ---------
Net cash provided by operating
activities.............................. 226,628 239,382 222,756
--------- --------- ---------
INVESTING:
Proceeds of investments sold, matured, or
repaid:
Fixed maturity securities available for
sale...................................... 116,975 236,257 54,511
Fixed maturity securities held to
maturity.................................. 9,155 23,035 33,806
Mortgage loans............................. 334,901 302,544 234,260
Real estate, net........................... 14,001 16,167 25,684
Other investments, net..................... -- 19,521 --
Costs of investments acquired:
Fixed maturity securities available for
sale...................................... (221,035) (429,759) (216,701)
Fixed maturity securities held to
maturity.................................. -- (21,367) (44,436)
Mortgage loans............................. (440,931) (394,733) (281,501)
Other investments, net..................... (1,386) -- (19,889)
Net additions to property and equipment...... (7,795) (8,311) (10,726)
--------- --------- ---------
Net cash used in investing activities.... (196,115) (256,646) (224,992)
--------- --------- ---------
FINANCING:
Policyholder fund deposits................... 379,438 357,071 315,151
Policyholder fund withdrawals................ (366,413) (347,017) (323,757)
--------- --------- ---------
Net cash provided by (used in) financing
activities.............................. 13,025 10,054 (8,606)
--------- --------- ---------
Increase (decrease) in cash and cash
equivalents................................. 43,538 (7,210) (10,842)
Cash and cash equivalents, beginning of
year........................................ 16,834 24,044 34,886
--------- --------- ---------
Cash and cash equivalents, end of year....... $ 60,372 $ 16,834 $ 24,044
========= ========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the year for:
Interest................................. $ 91,622 $ 94,956 $ 99,075
Income taxes............................. 13,758 43,433 8,102
</TABLE>
See Notes to Consolidated Financial Statements.
F-8
<PAGE>
STANDARD INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The Organization and Significant Accounting Policies.
Standard Insurance Company is a mutual life insurance company that
underwrites group and individual disability, life and annuity products and
dental insurance for groups. Standard Insurance Company is domiciled in Oregon
and licensed in 49 states, the District of Columbia and the U.S. Territory of
Guam. Standard Insurance Company is licensed for reinsurance only in New York.
The consolidated financial statements include the accounts of Standard
Insurance Company and its subsidiaries (collectively "Standard"). All
significant intercompany balances and transactions have been eliminated.
The accompanying consolidated financial statements have been prepared on the
basis of generally accepted accounting principles ("GAAP"). In preparing the
financial statements, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities as of the date of the financial statements
and revenues and expenses for the year then ended. Actual results could differ
from those estimates. The estimates most susceptible to significant changes are
those used in determining deferred policy acquisition costs, the liability for
future policy benefits and claims, and the provision for income taxes. The
estimates are continually reviewed and adjusted as necessary. Such adjustments
are reflected in current earnings.
Significant Accounting Policies.
Investments. Investment securities include fixed maturity and equity
securities. Securities are categorized as either held to maturity, stated at
amortized cost; trading, stated at fair value with changes in fair value
reflected as net realized investment gains and losses; or available for sale,
stated at fair value with net unrealized gains and losses recorded as a direct
increase or decrease to other comprehensive income.
Mortgage loans are stated at amortized cost less a valuation allowance for
estimated uncollectible amounts. Impairment losses are recognized on specific
mortgage loans when it is probable that Standard will be unable to collect all
contractual principal and interest payments under the original loan terms.
Real estate is reported at depreciated cost less an allowance for impairment
losses. Policy and collateral loans are stated at their aggregate unpaid
principal balances and are secured by policy cash values.
Investment income is presented net of investment expenses. For all
investments except investment securities, realized investment gains and losses
are recognized using the specific identification method. For investment
securities, realized investment gains and losses are recognized on a first-in,
first-out basis. For all investments, declines in fair values below amortized
cost that are determined to be other than temporary are recorded as realized
investment losses.
On July 1, 1998, Standard adopted Financial Accounting Standard ("FAS") No.
133, "Accounting for Derivative Instruments and Hedging Activities", which
establishes accounting and disclosure requirements for derivative instruments,
including certain instruments embedded in other financial instruments, and for
hedging activities. Standard does not have any derivative instruments that meet
the scope of this statement. The statement also allows, on the date of initial
application, an entity to transfer any held to maturity securities into the
available for sale or trading categories. Standard
F-9
<PAGE>
STANDARD INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
transferred held to maturity securities with a book value and fair value of
$315,148,000 and $335,390,000, respectively, to its available for sale
portfolio. The transfer was recorded as a direct increase to other
comprehensive income of $13,157,000 (net of income tax of $7,085,000).
Cash equivalents. Cash equivalents include investments purchased with
original maturities of less than three months.
Deferred policy acquisition costs. The costs of acquiring new business that
vary with and are primarily related to the production of new business have been
deferred to the extent that such costs are deemed recoverable from future
premiums. Such costs include commissions, certain costs of policy issuance and
underwriting and certain variable field office expenses. For group life, group
accident and health, and individual term life insurance products, the costs are
amortized in proportion to expected future premiums. The amortization periods
for the contracts generally range from five to ten years. For universal life-
type policies, individual deferred annuities and investment-type contracts, the
costs are amortized over periods ranging from 20 to 30 years, in proportion to
the present value of estimated gross profits from interest margins, mortality
and other elements of performance under the contracts and adjusted to reflect
actual gross profits. The discount rate applied to expected gross profits is
revised for actual changes in rates adjusted over the remaining benefit period.
For participating individual life insurance policies, such costs are deferred
and are amortized, for no more than 30 years, in proportion to the present
value of estimated gross profits.
Deferred policy acquisition costs are charged to current earnings to the
extent it is determined that future policy premiums and investment income or
gross profits are not adequate to cover related losses and expenses.
The amounts deferred and amortized were as follows for the years ended
December 31:
<TABLE>
<CAPTION>
1998 1997 1996
------- ------- -------
(in thousands)
<S> <C> <C> <C>
Deferred policy acquisition costs.................. $17,780 $18,863 $19,887
Amortization....................................... 13,568 12,231 12,417
------- ------- -------
Net increase in deferred policy acquisition
costs........................................... $ 4,212 $ 6,632 $ 7,470
======= ======= =======
</TABLE>
Property and equipment. Property and equipment consist primarily of home
office properties and office furniture and equipment, and are stated at cost
less accumulated depreciation of $70,676,000 and $63,837,000 at December 31,
1998 and 1997, respectively. Standard provides for depreciation of property and
equipment using the straight-line method over the estimated useful lives, which
are 40 years for properties, and from 3 to 7 years for equipment. Depreciation
expense for 1998, 1997 and 1996 was $7,834,000, $6,668,000 and $7,424,000,
respectively. Non-affiliated tenants leased approximately 43 percent of the
home office properties. Income from these leases is included in net investment
income.
Separate account. The assets and liabilities of the separate account
represent segregated funds for non-guaranteed account assets held for the
exclusive benefit of policyholders. The activities of the account primarily
relate to policyholder-directed 401(k) contracts. Standard Insurance Company
charges the separate account for asset management fees and administrative
expenses associated with the contracts. The assets and liabilities of the
separate account are carried at fair value.
F-10
<PAGE>
STANDARD INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Future policy benefits and claims. Liabilities for future policy benefits
for traditional life insurance contracts are computed using the net level
premium method with interest rate assumptions varying from 3.00 percent to 5.50
percent and mortality, dividend and withdrawal characteristics appropriate at
the time the policies were issued. The assumptions are based on projections of
past experience and include provision for possible adverse deviation.
The liabilities for future policy and contract benefits for group long term
disability and life waiver of premium reserves are based upon interest rate
assumptions and morbidity and termination rates from published industry tables,
adjusted for actual experience. Changes to assumptions that result in an
adjustment to the reserves are reflected in current earnings.
Other policyholder funds. Other policyholder funds are liabilities for
universal life-type and investment-type contracts and are based on the policy
account balance including accumulated interest.
Dividends and experience refunds. Certain life insurance policies contain
dividend payment or experience rated refund provisions that enable the
policyholder to participate in the earnings of Standard Insurance Company. Of
total insurance premium in force, the participating policies accounted for 36
percent, 37 percent and 37 percent for 1998, 1997 and 1996, respectively.
Dividends are distributed to the policyholders through an annual dividend,
using current dividend scales that are approved by the Board of Directors.
Experience refunds are computed based on the terms of the contracts with the
group policyholders and are accounted for as a reduction of premiums.
Income taxes. The provision for income taxes includes amounts currently
payable and deferred income taxes that result from temporary differences
between financial reporting and tax bases of assets and liabilities, as
measured by current tax rates and laws. A valuation allowance is established
for deferred tax assets when it is more likely than not that an amount will not
be realized.
Recognition of premium revenues and policyholder benefits. Premiums from
group life, group and individual disability and traditional life insurance
products are recognized as revenue when due. Benefits and expenses are matched
with earned premiums to result in recognition of profits over the life of the
contracts. This match is accomplished by recording a provision for future
policy benefits and unpaid claims and claim adjustment expenses and by
amortizing deferred policy acquisition costs.
Universal life-type and investment-type contracts premium and other policy
fee revenue consists of charges for the cost of insurance policy administration
and surrenders assessed during the period. Charges related to services to be
performed are deferred until earned. The amounts received in excess of premiums
and fees are recorded as deposits and included in other policyholder funds in
the consolidated balance sheets. Benefits and expenses include benefit claims
in excess of related account balances and interest credited.
Other comprehensive income. Effective January 1, 1998, Standard adopted FAS
No. 130, "Reporting Comprehensive Income", and has presented all prior periods
on a comparative basis.
Other comprehensive income consists of the current increase or decrease in
net unrealized investment gains and losses on securities available for sale,
net of related deferred policy acquisition
F-11
<PAGE>
STANDARD INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
costs and tax effects. The tax effects related to the unrealized investment
gains and losses and the adjustment for realized gains were as follows:
<TABLE>
<CAPTION>
1998 1997 1996
------- ------- --------
(in thousands)
<S> <C> <C> <C>
Unrealized investment gains (losses)............ $21,578 $12,045 $(13,928)
Adjustment for realized gains................... (1,237) (912) (402)
</TABLE>
Accumulated other comprehensive income represents the net unrealized gains
and losses on securities available for sale. The amounts reported are net of
related deferred policy acquisition costs of $3,511,000, $7,256,000 and
$2,936,000 and tax effects of $39,955,000, $19,614,000 and $8,481,000 at
December 31, 1998, 1997 and 1996, respectively.
Recently issued pronouncements. In December 1997, the Accounting Standards
Executive Committee ("AcSEC") issued Statement of Position ("SOP") 97-3,
"Accounting by Insurance and Other Enterprises for Insurance-Related
Assessments", which provides guidance on accounting for state mandated guaranty
assessments. Standard Insurance Company is required to adopt SOP 97-3 effective
January 1, 1999. Management does not expect that the adoption of SOP 97-3 will
have a material impact on the consolidated financial statements.
In March 1998, the AcSEC issued SOP 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use", which establishes
accounting requirements for the capitalization of software costs incurred for
the use of the organization. Standard is required to adopt this pronouncement
on a prospective basis beginning January 1, 1999. Management estimates adoption
of SOP 98-1 will result in capitalization of approximately $2,800,000 in costs
of computer software developed or obtained for internal use in 1999. It is
expected that the amortization period for these costs will approximate three to
five years.
In October 1998, the AcSEC issued SOP 98-7, "Deposit Accounting: Accounting
for Insurance Contracts and Reinsurance Contracts That Do Not Transfer
Insurance Risk", which revises current accounting practices related to the
revenue recognition of annuity and other investment-type contract consideration
received. Standard Insurance Company is required to adopt this pronouncement on
a prospective basis beginning January 1, 2000. Management does not expect that
the adoption of SOP 98-7 will have a material impact on the consolidated
financial statements.
Extraordinary item. On December 15, 1997, the Board of Directors authorized
management to proceed with the development of a plan of demutualization (the
"Plan") and approved the Plan on September 28, 1998. The Department of Consumer
and Business Services of the State of Oregon (the "Department") held a public
hearing regarding the demutualization on January 27, 1999, and in an order
issued February 12, 1999, approved the Plan, subject to conditions set forth in
the order. The Plan was approved by policyholders at a special policyholder
meeting held on March 19, 1999.
Expenses incurred in conjunction with the demutualization, including
development of the Plan, have been classified as an extraordinary item.
Demutualization expenses are generally non-deductible for tax purposes.
Reclassification. Certain 1997 and 1996 amounts have been reclassified to
conform to the current year's presentation.
F-12
<PAGE>
STANDARD INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
2. Investment Securities.
Investment securities were composed of the following at December 31:
<TABLE>
<CAPTION>
1998 1997
---------- ----------
(in thousands)
<S> <C> <C>
Fixed maturity securities:
Available for sale.................................. $2,188,470 $1,709,682
Held to maturity.................................... -- 324,688
Trading............................................. 25,428 --
Equity securities..................................... 264 124
---------- ----------
Total investment securities....................... $2,214,162 $2,034,494
========== ==========
</TABLE>
Amortized cost and fair value of investment securities, excluding trading
securities, were as follows at December 31:
<TABLE>
<CAPTION>
1998
-----------------------------------------------
Amortized Unrealized Unrealized Estimated Fair
Cost Gains Losses Value
---------- ---------- ---------- --------------
(in thousands)
<S> <C> <C> <C> <C>
Available for sale:
U.S. Government bonds.... $ 565,085 $ 33,636 $ 54 $ 598,667
States and political
subdivision bonds....... 34,631 2,180 -- 36,811
Corporate bonds.......... 1,398,588 79,366 1,237 1,476,717
Foreign bonds............ 64,766 3,683 1 68,448
Redeemable preferred
stock................... 7,773 588 534 7,827
---------- -------- ------ ----------
Total fixed maturity
securities............ $2,070,843 $119,453 $1,826 $2,188,470
========== ======== ====== ==========
Equity securities........ $ 224 $ 40 $ -- $ 264
========== ======== ====== ==========
</TABLE>
<TABLE>
<CAPTION>
1997
-----------------------------------------------
Amortized Unrealized Unrealized Estimated Fair
Cost Gains Losses Value
---------- ---------- ---------- --------------
(in thousands)
<S> <C> <C> <C> <C>
Available for sale:
U.S. Government bonds.... $ 454,781 $12,595 $ 472 $ 466,904
States and political
subdivision bonds....... 28,146 1,349 -- 29,495
Corporate bonds.......... 1,101,300 47,524 365 1,148,459
Foreign bonds............ 48,503 1,867 4 50,366
Redeemable preferred
stock................... 13,651 1,068 261 14,458
---------- ------- ------ ----------
Total fixed maturity
securities............ $1,646,381 $64,403 $1,102 $1,709,682
========== ======= ====== ==========
Equity securities........ $ 128 $ 1 $ 5 $ 124
========== ======= ====== ==========
Held to maturity:
U.S. Government bonds.... $ 142,926 $ 8,432 $ 107 $ 151,251
States and political
subdivision bonds....... 6,523 197 -- 6,720
Corporate bonds.......... 160,218 9,419 104 169,533
Foreign bonds............ 15,021 1,198 -- 16,219
---------- ------- ------ ----------
Total fixed maturity
securities............ $ 324,688 $19,246 $ 211 $ 343,723
========== ======= ====== ==========
</TABLE>
F-13
<PAGE>
STANDARD INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The contractual maturities of fixed maturity securities, excluding trading
securities, were as follows at December 31:
<TABLE>
<CAPTION>
1998 1997
------------------------- -----------------------------
Amortized Estimated Fair Estimated Fair
Cost Value Amortized Cost Value
---------- -------------- -------------- --------------
(in thousands)
<S> <C> <C> <C> <C>
Available for sale:
Due in 1 year or
less................. $ 77,796 $ 79,043 $ 46,074 $ 46,861
Due 1 through 5
years................ 887,450 931,291 510,542 531,944
Due 5 through 10
years................ 817,820 866,200 838,145 863,852
Due after 10 years.... 287,777 311,936 251,620 267,025
---------- ---------- ---------- ----------
Total available for
sale............... $2,070,843 $2,188,470 $1,646,381 $1,709,682
========== ========== ========== ==========
Held to maturity:
Due in 1 year or
less................. $ -- $ -- $ 2,518 $ 2,530
Due 1 through 5
years................ -- -- 105,309 110,138
Due 5 through 10
years................ -- -- 155,340 163,399
Due after 10 years.... -- -- 61,521 67,656
---------- ---------- ---------- ----------
Total held to
maturity........... $ -- $ -- $ 324,688 $ 343,723
========== ========== ========== ==========
</TABLE>
Actual maturities may differ from contractual maturities because borrowers
may have the right to call or prepay obligations.
Investment income summarized by type of investment was as follows for the
years ended December 31:
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
(in thousands)
<S> <C> <C> <C>
Fixed maturity securities:
Available for sale............................. $135,868 $111,989 $ 99,896
Held to maturity............................... 11,035 25,276 24,680
Mortgage loans................................... 159,621 146,077 143,050
Real estate...................................... 15,199 16,488 16,194
Policy loans..................................... 7,387 7,348 7,395
Collateral loans................................. 7,411 7,470 6,516
Other............................................ 1,461 4,012 3,464
-------- -------- --------
Gross investment income...................... 337,982 318,660 301,195
Investment expenses.............................. 14,862 15,507 15,960
-------- -------- --------
Net investment income........................ $323,120 $303,153 $285,235
======== ======== ========
</TABLE>
F-14
<PAGE>
STANDARD INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Realized investment gains (losses) were as follows for the years ended
December 31:
<TABLE>
<CAPTION>
1998 1997 1996
------- ------- -------
(in thousands)
<S> <C> <C> <C>
Fixed maturity securities:
Available for sale............................... $ 1,415 $ 981 $ (350)
Trading.......................................... 2,137 -- --
Equity securities.................................. -- 1,581 --
Mortgage loans..................................... 2,074 2,959 1,801
Real estate........................................ 5,980 6,312 13,848
------- ------- -------
Net realized investment gains.................. $11,606 $11,833 $15,299
======= ======= =======
</TABLE>
3. Mortgage Loans.
Standard held primarily commercial mortgage loans that were concentrated in
the following states at December 31:
<TABLE>
<CAPTION>
1998 1997
------------------ ------------------
Amount Percent Amount Percent
---------- ------- ---------- -------
(Dollars in thousands)
<S> <C> <C> <C> <C>
California............................. $ 747,849 44% $ 779,093 49%
Oregon................................. 147,807 9 145,678 9
Texas.................................. 146,958 9 141,246 9
Washington............................. 91,542 5 82,658 5
Other.................................. 573,979 33 454,500 28
---------- --- ---------- ---
Total mortgage loans................. $1,708,135 100% $1,603,175 100%
========== === ========== ===
</TABLE>
Although Standard underwrites commercial mortgages throughout the United
States, mortgage loans in California represent a concentration of credit risk.
Standard requires mortgage collateral and underwrites loans on either a partial
or full recourse basis.
Mortgage loans foreclosed and transferred to real estate totaled $804,000,
$1,293,000 and $5,559,000 for 1998, 1997 and 1996, respectively.
4. Real Estate.
Real estate held for investment is stated at cost less accumulated
depreciation. Depreciation is provided generally on the straight-line method,
with property lives varying from 30 to 40 years. Accumulated depreciation
totaled $27,918,000 and $25,110,000 at December 31, 1998 and 1997,
respectively. Real estate acquired in satisfaction of debt is stated at the
lower of cost or fair value less estimated costs to sell. At December 31, 1998
minimum future rentals receivable on non-cancelable leases with initial terms
of one year or more were: 1999, $11,809,000; 2000, $10,391,000; 2001,
$6,892,000; 2002, $6,163,000; 2003, $4,782,000; and thereafter, $15,891,000.
5. Liability for Unpaid Accident and Health Claims and Claim Adjustment
Expenses.
Accident and health insurance products offered by Standard Insurance Company
include group long term and short term disability, individual disability, group
dental and group accidental death and dismemberment. The liability for unpaid
accident and health claims and claim adjustment expenses is
F-15
<PAGE>
STANDARD INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
included in future policy benefits and claims, and other liabilities,
respectively, on the consolidated balance sheets.
The change in the liability for unpaid claims and related claim adjustment
expenses was as follows for the years ended December 31:
<TABLE>
<CAPTION>
1998 1997 1996
---------- -------- --------
(in thousands)
<S> <C> <C> <C>
Balance, beginning of year..................... $ 998,546 $871,566 $746,621
Less reinsurance recoverable................. 25,146 32,764 31,175
---------- -------- --------
Net balance, beginning of year............. 973,400 838,802 715,446
---------- -------- --------
Incurred related to:
Current year................................. 450,424 399,692 344,803
Prior years.................................. 46,646 61,413 67,110
---------- -------- --------
Total incurred............................. 497,070 461,105 411,913
---------- -------- --------
Paid related to:
Current year................................. 146,693 126,894 110,651
Prior years.................................. 225,510 199,613 177,906
---------- -------- --------
Total paid................................. 372,203 326,507 288,557
---------- -------- --------
Net balance, end of year....................... 1,098,267 973,400 838,802
Plus reinsurance recoverable................. 25,444 25,146 32,764
---------- -------- --------
Balance, end of year....................... $1,123,711 $998,546 $871,566
========== ======== ========
</TABLE>
The increase in incurred claims and expenses related to prior years is
primarily the result of interest on long term disability reserves. Interest
rate assumptions range from 6.00 percent to 8.75 percent for all years
presented. Variations between years are caused by differences in actual from
expected incurred but not reported claims and by differences in actual from
expected claim terminations.
6. Other Policyholder Funds.
Other policyholder funds at December 31, 1998 and 1997 included $582,619,000
and $571,562,000, respectively, of employer-sponsored defined contribution plan
deposits, and $517,674,000 and $539,085,000, respectively, of individual
deferred annuity deposits.
For certain contracts, interest rates are guaranteed for up to five years.
For 1998, interest was credited on policyholder funds at rates ranging from
3.00 percent to 7.22 percent.
7. Reinsurance.
Standard Insurance Company routinely assumes and cedes reinsurance with
other companies. The primary purpose of ceded reinsurance is to limit losses
from large exposures; however, if the reinsurer is unable to meet its
obligations, the originating issuer of the insurance contract retains the
liability. Deferred policy acquisition costs, premiums and commissions are
stated net of reinsurance ceded to other companies. Standard Insurance Company
maintains maximum retention limits of $500,000 aggregated per individual for
both group and individual life policies. For group disability policies,
Standard Insurance Company maintains a maximum retention limit of $10,000 gross
monthly
F-16
<PAGE>
STANDARD INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
benefit aggregated per individual. Standard Insurance Company generally enters
into yearly renewal term reinsurance agreements with the counterparty.
Reinsurance information was as follows for the years ended December 31:
<TABLE>
<CAPTION>
Ceded to Assumed Percentage
Gross Other From Other of Assumed
Amount Companies Companies Net Amount to Net
----------- ---------- ---------- ----------- ----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Year ended December 31,
1998:
Life insurance in
force.................. $88,854,341 $2,411,578 $137,012 $86,579,775 0.2%
=========== ========== ======== =========== ===
Premiums
Life insurance and
annuities............ $ 367,847 $ 10,370 $ 378 $ 357,855 0.1%
Accident and health
insurance............ 503,744 6,640 35,981 533,085 6.7
----------- ---------- -------- ----------- ---
Total premiums...... $ 871,591 $ 17,010 $ 36,359 $ 890,940 4.1%
=========== ========== ======== =========== ===
Year ended December 31,
1997:
Life insurance in
force.................. $82,354,595 $2,290,901 $176,592 $80,240,286 0.2%
=========== ========== ======== =========== ===
Premiums
Life insurance and
annuities............ $ 352,932 $ 11,617 $ 551 $ 341,866 0.2%
Accident and health
insurance............ 462,261 11,781 32,830 483,310 6.8
----------- ---------- -------- ----------- ---
Total premiums...... $ 815,193 $ 23,398 $ 33,381 $ 825,176 4.0%
=========== ========== ======== =========== ===
Year ended December 31,
1996:
Life insurance in
force.................. $74,873,955 $2,900,476 $183,212 $72,156,691 0.3%
=========== ========== ======== =========== ===
Premiums
Life insurance and
annuities............ $ 333,509 $ 13,167 $ 505 $ 320,847 0.2%
Accident and health
insurance............ 414,343 21,499 31,450 424,294 7.4
----------- ---------- -------- ----------- ---
Total premiums...... $ 747,852 $ 34,666 $ 31,955 $ 745,141 4.3%
=========== ========== ======== =========== ===
</TABLE>
Recoveries recognized under reinsurance agreements were $13,482,000,
$6,448,000 and $21,275,000 for 1998, 1997 and 1996, respectively.
Although Standard Insurance Company seeks to diversify its credit exposure
related to reinsurance ceded, certain concentration of credit risks related to
reinsurance receivables exists. At December 31, 1998, amounts receivable from
two reinsurers totaled $23,373,000.
8. Federal Income Taxes.
The provision (benefit) for income taxes was as follows for the years
<TABLE>
<CAPTION>
1998 1997 1996
------- ------- -------
(in thousands)
<S> <C> <C> <C>
Current............................................ $(1,351) $29,338 $29,593
Deferred........................................... 34,326 2,099 (951)
------- ------- -------
Total Federal income taxes....................... $32,975 $31,437 $28,642
======= ======= =======
</TABLE>
F-17
<PAGE>
STANDARD INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The provision for Federal income taxes differs from the income taxes
calculated by applying the corporate Federal rate as follows for the years
ended December 31:
<TABLE>
<CAPTION>
1998 1997 1996
------- ------- -------
(in thousands)
<S> <C> <C> <C>
Tax at corporate Federal rate of 35%............. $38,001 $33,350 $26,473
Tax exempt interest.............................. (1,021) (1,029) (734)
Dividend received deduction...................... (495) (548) (1,114)
Amounts provided for uncertainties............... 2,552 2,262 3,270
Adjustments to amounts provided in prior years... (4,363) (2,921) --
Other............................................ (1, 699) 323 747
------- ------- -------
Total Federal income taxes..................... $32,975 $31,437 $28,642
======= ======= =======
</TABLE>
Standard Insurance Company's Federal income tax filing status changed
effective for the tax year 1994, when it ceased to qualify as a life insurance
company as provided by the Internal Revenue Code. The amounts provided for
uncertainties and adjustments to amounts provided in prior years reflect
uncertainties related to the use of estimates and the change in filing status,
and the subsequent resolution of those uncertainties. Resolution occurs when
amounts provided on an estimated basis are known or when the tax year closes.
Taxes provided in 1994 related to the change in tax filing status were released
in 1998.
The tax effects of temporary differences that give rise to significant
portions of the net deferred tax liability were as follows at December 31:
<TABLE>
<CAPTION>
1998 1997
-------- -------
(in thousands)
<S> <C> <C>
Liabilities not currently deductible for tax............... $ 30,054 $42,000
Other...................................................... 3,133 2,825
-------- -------
Total deferred tax assets................................ 33,187 44,825
-------- -------
Future policy benefits and claims.......................... 14,364 21,891
Deferred policy acquisition costs.......................... 25,932 25,793
Net unrealized capital gains............................... 82,115 34,461
Due and uncollected premium................................ 7,909 6,095
Other...................................................... 8,869 7,920
-------- -------
Total deferred tax liabilities........................... 139,189 96,160
-------- -------
Net deferred tax liability............................. $106,002 $51,335
======== =======
</TABLE>
Standard has not established a valuation reserve at December 31, 1998 and
1997 as management believes that all deferred tax assets are fully realizable.
F-18
<PAGE>
STANDARD INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
9. Retirement Benefits.
Standard has two non-contributory defined benefit pension plans and a
postretirement benefit plan. The following table provides a reconciliation of
the changes in the plans' benefit obligations and fair value of assets for the
years ended December 31 and the funded status at December 31:
<TABLE>
<CAPTION>
Pension Postretirement
Benefits Benefits
---------------- ----------------
1998 1997 1998 1997
------- ------- ------- -------
(in thousands)
<S> <C> <C> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of
year................................ $82,033 $72,037 $11,054 $ 9,975
Service cost......................... 5,693 4,659 648 568
Interest cost........................ 6,042 5,461 803 754
Actuarial loss....................... 5,922 2,231 8 21
Benefits paid........................ (2,553) (2,355) (264) (264)
------- ------- ------- -------
Benefit obligation at the end of
year.............................. 97,137 82,033 12,249 11,054
------- ------- ------- -------
Change in plan assets:
Fair value of plan assets at
beginning of year................... 78,200 69,565 7,415 6,390
Actual return on plan assets......... 5,845 5,484 635 275
Employer contributions............... 7,606 5,506 914 1,014
Benefits paid........................ (2,553) (2,355) (264) (264)
------- ------- ------- -------
Fair value of plan assets at end of
year.............................. 89,098 78,200 8,700 7,415
------- ------- ------- -------
Funded status.......................... (8,039) (3,833) (3,549) (3,639)
Unrecognized net transition asset...... (1,587) (1,778) -- --
Unrecognized net actuarial (gain)
loss.................................. 8,740 3,699 (5,919) (6,041)
Unrecognized prior service cost........ 106 129 -- --
------- ------- ------- -------
Accrued benefit cost............... $ (780) $(1,783) $(9,468) $(9,680)
======= ======= ======= =======
</TABLE>
Net periodic benefit cost was as follows for the years ended December
31:
<TABLE>
<CAPTION>
Pension Postretirement
Benefits Benefits
------------------------- -------------------
1998 1997 1996 1998 1997 1996
------- ------- ------- ----- ----- -----
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Service cost............... $ 5,693 $ 4,659 $ 4,142 $ 648 $ 568 $ 522
Interest cost.............. 6,042 5,461 4,916 803 754 684
Expected return on plan
assets.................... (5,727) (5,430) (4,710) (373) (322) (263)
Amortization of
unrecognized net
transition asset.......... (191) (191) (191) -- -- --
Recognized net actuarial
(gain) loss............... 763 336 184 (375) (362) (366)
Amortization of prior
service cost.............. 23 23 23 -- -- --
------- ------- ------- ----- ----- -----
Net periodic benefit
cost.................... $ 6,603 $ 4,858 $ 4,364 $ 703 $ 638 $ 577
======= ======= ======= ===== ===== =====
</TABLE>
The assumptions used in the measurement of Standard's benefit obligations
were as follows:
<TABLE>
<CAPTION>
Pension Postretirement
Benefits Benefits
---------------- ----------------
1998 1997 1996 1998 1997 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Discount rate............................ 6.50% 7.00% 7.25% 6.50% 7.00% 7.25%
Expected return on plan assets........... 7.00 7.50 7.50 5.00 5.00 5.00
Rate of compensation increase............ 4.75 5.25 5.50 -- -- --
</TABLE>
F-19
<PAGE>
STANDARD INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The assumed health care cost trend rate used in measuring the accumulated
postretirement benefit obligation was 4.96 percent in the first year, 5.96
percent in the second and third years, and ratably declined to 2.75 percent
over the next eleven years. A one-percentage-point change in the assumed health
care cost trend rates would have the following effect:
<TABLE>
<CAPTION>
1% Point 1% Point
Increase Decrease
-------- --------
(in thousands)
<S> <C> <C>
Service and interest costs................................ $ 255 $ (195)
Postretirement benefit obligation......................... 1,740 (1,369)
</TABLE>
Standard sponsors deferred compensation plans covering substantially all of
its full-time employees under which Standard matches a portion of the employee
contribution. Contributions by Standard to the plans for 1998, 1997 and 1996
were $1,936,000, $1,893,000 and $1,715,000, respectively.
Standard has a non-qualified supplemental retirement plan for eligible
executive officers. The plan is currently unfunded. Expenses related to the
plan were $560,000, $438,000, and $558,000 in 1998, 1997, and 1996,
respectively.
Effective December 31, 1998, Standard adopted FAS No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits", and has
presented prior periods on a comparative basis.
10. Fair Value of Financial Instruments.
Carrying amounts and estimated fair values for financial instruments were as
follows at December 31:
<TABLE>
<CAPTION>
1998
------------------------
Carrying Estimated
Amount Fair Value
----------- -----------
(in thousands)
<S> <C> <C>
Assets:
Investment securities.......................... $ 2,214,162 $ 2,214,162
Mortgage loans................................. 1,708,135 1,887,062
Policy loans................................... 111,027 111,027
Collateral loans............................... 71,229 68,037
Liabilities:
Other policyholder funds--investment-type
contracts..................................... $(1,215,180) $(1,209,519)
</TABLE>
<TABLE>
<CAPTION>
1997
------------------------
Carrying Estimated
Amount Fair Value
----------- -----------
(in thousands)
<S> <C> <C>
Assets:
Investment securities.......................... $ 2,034,494 $ 2,053,529
Mortgage loans................................. 1,603,175 1,631,836
Policy loans................................... 107,041 107,041
Collateral loans............................... 73,829 69,419
Liabilities:
Other policyholder funds-- investment-type
contracts..................................... $(1,210,008) $(1,201,718)
</TABLE>
F-20
<PAGE>
STANDARD INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Fair values of investment securities were based on quoted market prices,
where available, or on values obtained from independent pricing services.
The fair value of mortgage loans was estimated by discounting expected cash
flows at theoretical treasury spot rates in effect at December 31. The cash
flows were discounted using an average of possible discount rates to provide
for the potential effects of interest rate volatility, and were adjusted to
reflect estimated prepayment and foreclosure.
The carrying value of policy loans approximates fair value. While
potentially financial instruments, policy loans are an integral component of
the insurance contract and have no maturity date.
The fair value of collateral loans was estimated using discounted cash
flows, at the then-prevailing interest rates offered for similar loans with
similar credit ratings.
Fair values for other policyholder funds that are investment-type contracts
were estimated using discounted cash flows at the then-prevailing interest
rates offered for similar contracts or as the amount payable on demand less
surrender charges at the balance sheet date.
Fair values for insurance contracts not considered to be investment-type
contracts are not required to be disclosed and Standard has elected not to do
so. However, the estimated fair values for liabilities under all insurance
contracts were taken into consideration in Standard's overall management of
interest rate risk, which monitors exposure to changing interest rates through
testing of the matching of anticipated asset cash flows with anticipated
amounts due under insurance contracts.
11. Segments.
Effective December 31, 1998, Standard adopted FAS No. 131, "Disclosures
About Segments of an Enterprise and Related Information", which establishes
guidance for reporting information regarding an entity's operating activities.
FAS No. 131 requires that operating segments be defined at the same level and
in a similar manner as management evaluates operating performance. Prior
periods have been presented on a comparative basis.
Three reportable segments comprise a substantial majority of Standard's
operations: Group Insurance, Retirement Plans and Individual Insurance. The
Group Insurance segment sells life insurance, long term and short term
disability insurance, and other accident and health insurance products to
groups. The Retirement Plans segment sells full-service 401(k) and other
pension plan products and services to employers. The Individual Insurance
segment sells life insurance, disability insurance, and annuities to
individuals. Performance assessment and resource allocation are done at this
level.
Amounts reported as "Other" include other financial service businesses and
adjustments made in consolidation. Other financial service businesses are
generally non-insurance related and include Standard's mortgage lending and
real estate management subsidiaries and real estate investments.
F-21
<PAGE>
STANDARD INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The following table sets forth selected segment information for the years
ended December 31:
<TABLE>
<CAPTION>
Group Retirement Individual
Insurance Plans Insurance Other Total
---------- ---------- ---------- -------- ----------
(in thousands)
<S> <C> <C> <C> <C> <C>
Year ended December 31,
1998:
Revenues:
Premiums.............. $ 784,515 $ 13,970 $ 92,455 $ -- $ 890,940
Net investment
income............... 143,682 54,032 123,983 1,423 323,120
Net realized
investment gains..... 2,489 1,164 1,797 6,156 11,606
Other................. 2,427 (21) 4,465 15 6,886
---------- ---------- ---------- -------- ----------
Total............... 933,113 69,145 222,700 7,594 1,232,552
---------- ---------- ---------- -------- ----------
Benefits and expenses:
Policyholder
benefits............. 660,360 10,546 90,004 -- 760,910
Interest paid on
policyholder funds... 6,158 36,059 49,299 -- 91,516
Commissions........... 50,021 1,719 13,820 -- 65,560
Operating expenses.... 134,416 20,398 28,501 2,244 185,559
Net increase in
deferred policy
acquisition costs.... (1,471) -- (2,741) -- (4,212)
Policyholder
dividends............ -- -- 24,646 -- 24,646
---------- ---------- ---------- -------- ----------
Total............... 849,484 68,722 203,529 2,244 1,123,979
---------- ---------- ---------- -------- ----------
Income before Federal
income taxes and
extraordinary item..... $ 83,629 $ 423 $ 19,171 $ 5,350 $ 108,573
========== ========== ========== ======== ==========
Total assets............ $2,012,285 $1,317,959 $1,573,053 $375,549 $5,278,846
========== ========== ========== ======== ==========
Year ended December 31,
1997:
Revenues:
Premiums.............. $ 717,136 $ 11,178 $ 96,862 $ -- $ 825,176
Net investment income
(expense)............ 131,415 54,266 119,825 (2,353) 303,153
Net realized
investment gains..... 1,031 862 1,673 8,267 11,833
Other................. 2,384 (329) 3,828 163 6,046
---------- ---------- ---------- -------- ----------
Total............... 851,966 65,977 222,188 6,077 1,146,208
---------- ---------- ---------- -------- ----------
Benefits and expenses:
Policyholder
benefits............. 619,494 8,644 86,743 -- 714,881
Interest paid on
policyholder funds... 6,036 38,315 50,856 -- 95,207
Commissions........... 47,264 1,423 15,282 -- 63,969
Operating expenses.... 116,714 16,534 27,538 528 161,314
Net increase in
deferred policy
acquisition costs.... (2,030) -- (4,602) -- (6,632)
Policyholder
dividends............ -- -- 22,184 -- 22,184
---------- ---------- ---------- -------- ----------
Total............... 787,478 64,916 198,001 528 1,050,923
---------- ---------- ---------- -------- ----------
Income before Federal
income taxes and
extraordinary item..... $ 64,488 $ 1,061 $ 24,187 $ 5,549 $ 95,285
========== ========== ========== ======== ==========
Total assets............ $1,784,291 $1,140,531 $1,524,700 $276,829 $4,726,351
========== ========== ========== ======== ==========
</TABLE>
F-22
<PAGE>
STANDARD INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
<TABLE>
<CAPTION>
Group Retirement Individual
Insurance Plans Insurance Other Total
---------- ---------- ---------- -------- ----------
(in thousands)
<S> <C> <C> <C> <C> <C>
Year ended December 31,
1996:
Revenues:
Premiums.............. $ 629,374 $ 10,317 $ 105,450 $ -- $ 745,141
Net investment income
(expense)............ 113,886 58,655 117,430 (4,736) 285,235
Net realized
investment gains
(losses)............. (1,278) 1,614 1,825 13,138 15,299
Other................. 1,061 (232) 3,565 -- 4,394
---------- -------- ---------- -------- ----------
Total............... 743,043 70,354 228,270 8,402 1,050,069
---------- -------- ---------- -------- ----------
Benefits and expenses:
Policyholder
benefits............. 556,942 9,038 96,412 -- 662,392
Interest paid on
policyholder funds... 4,918 41,888 51,055 -- 97,861
Commissions........... 42,261 1,149 16,350 -- 59,760
Operating expenses.... 103,351 13,775 25,267 (2,567) 139,826
Net increase in
deferred policy
acquisition costs.... (3,133) -- (4,337) -- (7,470)
Policyholder
dividends............ -- -- 22,062 -- 22,062
---------- -------- ---------- -------- ----------
Total............... 704,339 65,850 206,809 (2,567) 974,431
---------- -------- ---------- -------- ----------
Income before Federal
income taxes and
extraordinary item..... $ 38,704 $ 4,504 $ 21,461 $ 10,969 $ 75,638
========== ======== ========== ======== ==========
Total assets............ $1,569,133 $999,708 $1,480,103 $232,794 $4,281,738
========== ======== ========== ======== ==========
</TABLE>
The accounting policies of the segments are the same as those described in
the summary of significant accounting policies except that total assets for
each segment represent the total of statutory invested assets and separate
account assets. Total consolidated assets for Standard represent all
consolidated assets accounted for under GAAP. The aggregate difference between
the two bases of accounting is included in "Other".
12. Commitments and Contingencies.
At December 31, 1998, Standard had outstanding commitments to fund or
acquire various assets, primarily mortgage loans with fixed-interest rates
ranging from 7.25 percent to 9.00 percent totaling $101,668,000. These
commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. They may be terminated by Standard in the
event of deterioration in the financial condition of the borrower. Certain of
these commitments are anticipated to expire without being drawn upon. Standard
evaluates each customer's credit worthiness individually. Standard also has
commitments to contribute equity capital to third party joint ventures totaling
$12,490,000 on or prior to December 31, 2006. The contributions are payable
upon demand. However, to the extent amounts are not previously drawn upon, the
future minimum capital contributions are: 2002, $2,570,000; 2004, $4,970,000;
and, thereafter, $4,950,000.
Standard has lines of credit totaling $55,000,000 with various institutions,
of which $10,000,000 is a secured line of credit. Lines of credit totaling
$20,000,000 and $35,000,000 expire February 28,
F-23
<PAGE>
STANDARD INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
1999 and April 30, 1999, respectively. Interest rates are based on current
market rates. Standard is not required to maintain compensating balances, but
does pay commitment fees. At December 31, 1998, there were no outstanding
borrowings on the lines of credit. Because these lines expire in the first half
of 1999, Standard is negotiating a new line of credit totaling $100,000,000.
Standard leases certain buildings and equipment under non-cancelable
operating leases that expire in various years through 2009, with renewal
options for periods ranging from three to five years. Future minimum payments
under these leases are: 1999, $5,650,000; 2000, $6,293,000; 2001, $5,161,000;
2002, $3,287,000; 2003, $2,199,000; and thereafter, $10,631,000. Total rent
expense was $6,531,000, $5,569,000 and $3,237,000 for the years ended December
31, 1998, 1997 and 1996, respectively.
Standard has certain software maintenance, licensing and telecommunications
commitments that expire in various years through 2003. The telecommunications
commitment may be renewed for a three-year period. Future minimum payments
under these commitments are: 1999, $1,629,000; 2000, $1,629,000; 2001,
$869,000; 2002, $669,000; and 2003, $73,000. Total expense for these agreements
was $1,710,000, $986,000 and $742,000 for the years ended December 31, 1998,
1997 and 1996, respectively.
Standard is a defendant in a number of lawsuits that have arisen in the
normal course of its business. In the opinion of management, the ultimate
liability, if any, arising from these lawsuits is not expected to have a
material adverse effect on Standard's consolidated financial position or
consolidated operating results.
13. Regulatory Matters.
Standard Insurance Company prepares its statutory financial statements in
accordance with accounting practices prescribed or permitted by the Department.
Prescribed statutory accounting practices include state laws, regulations, and
general administrative rules, as well as accounting practices set forth in
publications of the National Association of Insurance Commissioners ("NAIC").
Permitted statutory accounting practices encompass all accounting practices not
so prescribed; such accounting practices differ from state to state, may differ
from company to company within a state, and may change in the future.
The NAIC has issued a codification of statutory accounting practices
("Codification"), which is expected to become effective January 1, 2001. The
result is expected to constitute the only source of prescribed statutory
accounting practices and will change the definitions of what comprises current
statutory accounting practices. Management has not yet determined the impact of
the Codification on Standard Insurance Company's statutory financial
statements.
Statutory accounting practices differ in some respects from GAAP. The
principal statutory practices which differ from GAAP are: a) bonds and mortgage
loans are reported principally at amortized cost and preferred stocks
principally at cost; b) asset valuation and interest maintenance reserves are
provided as prescribed by the NAIC; c) certain assets designated as non-
admitted, principally furniture, equipment, and unsecured receivables, are not
recognized; d) premiums are recognized as income when due over the premium
paying period of the policy, annuity and fund considerations are recognized as
income when received; e) reserves for life and disability policies and
contracts are based on statutory requirements; f) commissions, policy
acquisition expenses, and the expenses of originating or acquiring investments
are charged to current operations; and g)
F-24
<PAGE>
STANDARD INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Federal income tax expense is based on current taxable income, without
recognition of deferred taxes resulting from temporary differences in bases of
accounting.
Standard Insurance Company received written approval from the Department to
include collateral loan balances fully secured by policy cash values as
admitted assets, which differs from prescribed statutory accounting practices.
Prescribed accounting practices generally require amounts in excess of 80
percent of the market value of the pledged collateral to be designated as non-
admitted. As of December 31, 1998 and 1997, this permitted practice increased
statutory surplus by $14,246,000 and $14,766,000, respectively, over the amount
that would have been permitted under prescribed accounting practices.
State insurance departments require insurance enterprises to adhere to
minimum Risk-Based Capital ("RBC") requirements promulgated by the NAIC.
Standard Insurance Company significantly exceeded the minimum RBC requirements
at December 31, 1998 and 1997.
Standard Insurance Company is subject to statutory restrictions that limit
the maximum amount of dividends it could declare without prior approval of the
Department. The amount available under current law for payment of dividends
during 1999 without the approval of the Department is $93,900,000.
The following table reconciles statutory policyholder surplus as reported to
state insurance regulatory authorities with GAAP equity at December 31:
<TABLE>
<CAPTION>
1998 1997
-------- --------
(in thousands)
<S> <C> <C>
Statutory policyholder surplus........................... $392,925 $302,159
Adjustments to reconcile to GAAP equity:
Future policy benefits and claims...................... 242,368 259,391
Deferred policy acquisition costs...................... 118,391 114,179
Deferred tax liabilities............................... (66,047) (31,721)
Asset valuation reserve................................ 39,919 38,897
Non-admitted assets.................................... 21,478 17,949
Accumulated other comprehensive income................. 74,201 36,427
Other, net............................................. 16,047 (5,269)
-------- --------
Equity, GAAP basis....................................... $839,282 $732,012
======== ========
</TABLE>
The following table reconciles statutory gain from operations as reported to
insurance regulatory authorities with GAAP net income for the years ended
December 31:
<TABLE>
<CAPTION>
1998 1997 1996
-------- ------- -------
(in thousands)
<S> <C> <C> <C>
Statutory gain from operations................... $ 95,676 $40,859 $15,651
Adjustments to reconcile to GAAP net income:
Future policy benefits and claims.............. (17,023) 18,002 23,728
Deferred policy acquisition costs, net......... 4,212 6,632 7,470
Deferred income taxes.......................... (34,326) (2,099) 951
Current income taxes........................... 14,153 (824) 330
Other, net..................................... 6,804 1,278 (1,134)
-------- ------- -------
Net income, GAAP basis........................... $ 69,496 $63,848 $46,996
======== ======= =======
</TABLE>
F-25
<PAGE>
UNDERWRITING
StanCorp and the underwriters for the U.S. offering (the "U.S.
Underwriters") named below have entered into an underwriting agreement with
respect to the shares of common stock being offered in the United States.
Subject to certain conditions, each U.S. Underwriter has severally agreed to
purchase the number of shares indicated in the following table. Goldman, Sachs
& Co., Donaldson, Lufkin & Jenrette Securities Corporation and Morgan Stanley &
Co. Incorporated are the representatives of the U.S. Underwriters.
<TABLE>
<CAPTION>
Underwriters Number of Shares
------------ ----------------
<S> <C>
Goldman, Sachs & Co. .......................................
Donaldson, Lufkin & Jenrette Securities Corporation.........
Morgan Stanley & Co. Incorporated...........................
----------
Total................................................. 11,920,000
==========
</TABLE>
----------------
If the U.S. Underwriters sell more shares than the total number set forth in
the table above, the U.S. Underwriters have an option to buy up to an
additional 1,788,000 shares from StanCorp to cover such sales. They may
exercise that option for 30 days. If any shares are purchased pursuant to this
option, the Underwriters will severally purchase shares in approximately the
same proportion as set forth in the table above.
The following table shows the per share and total underwriting discounts and
commissions to be paid to the U.S. Underwriters by StanCorp. Such amounts are
shown assuming both no exercise and full exercise of the U.S. Underwriters'
option to purchase additional shares.
Paid By StanCorp
----------------
<TABLE>
<CAPTION>
No Exercise Full Exercise
----------- -------------
<S> <C> <C>
Per Share.......................................... $ $
Total........................................ $ $
</TABLE>
----------------
Shares sold by the Underwriters to the public will be offered at the initial
public offering price set forth on the cover of this prospectus. Any shares
sold by the Underwriters to securities dealers may be sold at a discount of up
to $ per share from the initial public offering price. Any such securities
dealers may resell any shares purchased from the Underwriters to certain other
brokers or dealers at a discount of up to $ per share from the initial
public offering price. If all of the shares are not sold at the initial public
offering price, the representatives may change the offering price and the other
selling terms.
StanCorp has entered into an underwriting agreement with the underwriters
for the sale of 2,000,000 shares outside of the United States. The terms and
conditions of both offerings are the same and the sale of shares in both
offerings are conditioned on each other. Goldman Sachs International,
Donaldson, Lufkin & Jenrette International and Morgan Stanley & Co.
International Limited are representatives of the underwriters for the
international offering outside the United States (the "International
Underwriters", together with the U.S. Underwriters, the "Underwriters").
StanCorp has granted the International Underwriters a similar option to
purchase up to an aggregate of an additional 300,000 shares.
The Underwriters for both of the offerings have entered into an agreement in
which they agree to restrictions on where and to whom they and any dealer
purchasing from them may offer shares as a part of the distribution of the
shares. The Underwriters also have agreed that they may sell shares among each
of the underwriting groups.
U-1
<PAGE>
StanCorp has agreed with the Underwriters not to dispose of or hedge any of
its common stock or securities convertible into or exchangeable for shares of
common stock during the period from the date of this prospectus continuing
through the date 180 days after the date of this prospectus, except with the
prior written consent of the representatives. This agreement does not apply to
any of Standard's existing employee benefit plans.
Prior to the offerings, there has been no public market for the common
stock. The initial public offering price will be negotiated among Standard and
the representatives. Among the factors to be considered in determining the
initial public offering price of the common stock, in addition to prevailing
market conditions, will be Standard's historical performance, estimates of the
business potential and earnings prospects of StanCorp, an assessment of
Standard's management and the consideration of the above factors in relation to
market valuation of companies in related businesses.
The common stock has been approved for listing on the New York Stock
Exchange, subject to notice of issuance, under the symbol "SFG". In order to
meet one of the requirements for listing the common stock on the NYSE, the
Underwriters have undertaken to sell lots of 100 or more shares to a minimum of
2,000 beneficial holders.
In connection with the offerings, the Underwriters may purchase and sell
shares of common stock in the open market. These transactions may include short
sales, stabilizing transactions and purchases to cover positions created by
short sales. Short sales involve the sale by the Underwriters of a greater
number of shares than they are required to purchase in the offerings.
Stabilizing transactions consist of certain bids or purchases made for the
purpose of preventing or retarding a decline in the market price of the common
stock while the offerings are in progress.
The Underwriters also may impose a penalty bid. This occurs when a
particular Underwriter repays to the Underwriters a portion of the underwriting
discount received by it because the representatives have repurchased shares
sold by or for the account of such Underwriter in stabilizing or short covering
transactions.
These activities by the Underwriters may stabilize, maintain or otherwise
affect the market price of the common stock. As a result, the price of the
common stock may be higher than the price that otherwise might exist in the
open market. If these activities are commenced, they may be discontinued by the
Underwriters at any time. These transactions may be effected on the NYSE, in
the over-the-counter market or otherwise.
The Underwriters do not expect sales to discretionary accounts to exceed
five percent of the total number of shares offered.
Standard estimates that its share of the total expenses of the offerings,
excluding underwriting discounts and commissions, will be approximately
$2,000,000.
At the request of Standard, 1,250,000 shares have been reserved for sale to
Directed Share Members. Such shares will be sold at the initial public offering
price and, to the extent sold, will not otherwise be available for sale as a
part of the offering. If any such shares are not sold in this manner they will
be offered as a part of the offering.
Standard has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
This prospectus may be used by the Underwriters and other dealers in
connection with offers and sales of the shares of common stock, including sales
of shares initially sold by the Underwriters in the offering being made outside
of the United States, to persons located in the United States.
U-2
<PAGE>
<PAGE>
<PAGE>
<PAGE>
<PAGE>
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You
must not rely on any unauthorized information or representations. This
prospectus is an offer to sell only the shares offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do so. The
information contained in this prospectus is current only as of its date.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary....................................................... 3
Risk Factors............................................................. 12
Use of Proceeds.......................................................... 25
Market for Common Stock.................................................. 25
Dividend Policy.......................................................... 26
Capitalization........................................................... 27
Selected Consolidated Financial and Operating Data....................... 28
Unaudited Pro Forma Condensed Consolidated Financial Information......... 30
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 37
The Demutualization...................................................... 54
Business................................................................. 62
Management............................................................... 98
Management Compensation.................................................. 103
Ownership of Common Stock................................................ 111
Common Stock Eligible for Future Sale.................................... 112
Restrictions on Acquisitions of Common Stock............................. 113
Description of Capital Stock............................................. 119
Validity of Common Stock................................................. 120
Experts.................................................................. 120
Additional Information................................................... 120
Glossary................................................................. G-1
Index to Financial Statements............................................ F-1
Underwriting............................................................. U-1
Annex A--Opinion of Daniel J. McCarthy................................... A-1
</TABLE>
---------------
Through and including , 1999 (the 25th day after the date of this
prospectus), all dealers effecting transactions in these securities, whether
or not participating in this offering, may be required to deliver a
prospectus. This is in addition to a dealer's obligation to deliver a
prospectus when acting as an underwriter and with respect to an unsold
allotment or subscription.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
13,920,000 Shares
StanCorp Financial
Group, Inc.
Common Stock
---------------
[LOGO] StanCorp Financial Group, Inc.
---------------
Goldman, Sachs & Co.
Donaldson, Lufkin & Jenrette
Morgan Stanley Dean Witter
Representatives of the Underwriters
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses expected to be incurred in
connection with the issuance and distribution of the common stock registered
hereby, all of which expenses, except for the SEC registration fee, the New
York Stock Exchange listing fee and the NASD filing fee, are estimates:
<TABLE>
<CAPTION>
Description Amount
----------- ----------
<S> <C>
SEC registration fee........................................... $ 133,971
New York Stock Exchange listing fee and expenses............... 190,000
NASD filing fee................................................ 30,050
Blue Sky fees and expenses (including legal fees).............. 30,000
Printing and engraving expenses................................ 400,000
Legal fees and expenses (other than Blue Sky).................. 400,000
Accounting fees and expenses................................... 150,000
Transfer Agent and Registrar's fee............................. 620,000
Miscellaneous.................................................. 45,529
----------
TOTAL........................................................ $2,000,000
==========
</TABLE>
Item 14. Indemnification of Directors and Officers.
Article 6 of StanCorp's Articles of Incorporation (the "Articles"), to be
effective upon completion of the offering, permits indemnification of current
or former directors and officers of StanCorp to the fullest extent not
prohibited by the Oregon Business Corporation Act (the "Oregon Act"). The Act
permits or requires indemnification of current or former directors and officers
in certain circumstances. The effects of the Articles and the Act (the
"Indemnification Provisions") are summarized as follows:
(a) The Indemnification Provisions grant a right of indemnification in
respect of any proceeding (other than an action by or in the right of
StanCorp), if the person concerned acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of
StanCorp, was not adjudged liable on the basis of receipt of an improper
personal benefit and, with respect to any criminal action or proceeding,
had no reasonable cause to believe the conduct was unlawful.
(b) The Indemnification Provisions grant a right of indemnification in
respect of any proceeding by or in the right of StanCorp against the
expenses (including attorney fees) actually and reasonably incurred if the
person concerned acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of StanCorp, except
that no right of indemnification will be granted if the person is adjudged
to be liable to StanCorp.
(c) Every person who has been wholly successful, on the merits or
otherwise, in the defense of any proceeding to which the person was a party
because of the person's status as a director or officer of a controversy
described in (a) or (b) above is entitled to indemnification as a matter of
right.
(d) Because the limits of permissible indemnification under Oregon law
are not clearly defined, the Indemnification Provisions may provide
indemnification broader than that described in (a) and (b).
II-1
<PAGE>
(e) StanCorp may advance to a director or officer the expenses incurred
in defending any proceeding in advance of its final disposition if the
director or officer affirms in writing in good faith that he or she has met
the standard of conduct to be entitled to indemnification as described in
(a) or (b) above and undertakes to repay any amount advanced if it is
determined that the person did not meet the required standard of conduct.
StanCorp has entered into indemnification agreements with each of StanCorp's
directors, a form of which is attached as an exhibit hereto and is incorporated
herein by reference.
StanCorp may obtain insurance for the protection of its directors and
officers against any liability asserted against them in their official
capacities. The rights of indemnification described above are not exclusive of
any other rights of indemnification to which the persons indemnified may be
entitled under any bylaw, agreement, vote of shareholders or directors or
otherwise.
Item 15. Recent Sales of Unregistered Securities.
StanCorp will distribute to certain eligible members approximately
18,708,725 million shares of common stock in the demutualization. Exemption
from registration under the Securities Act of 1933 for such distribution will
be claimed under Section 3(a) (10) of the Securities Act.
II-2
<PAGE>
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. See Exhibit Index following the signature pages to this
registration statement.
(b) Financial Statement Schedules. The following consolidated financial
statement schedules are set forth below: Schedule III--Supplementary Insurance
Information; and Schedule IV--Valuation and Qualifying Accounts. All other
schedules are omitted because the information is not required or because the
information is included in the Consolidated Financial Statements or Notes
thereto.
Schedule III
Supplementary Insurance Information
<TABLE>
<CAPTION>
Amortiza-
tion of
Deferred Future Other Benefits, deferred Other
policy policy policy- Net claims, and policy operating
acquisition benefits holder Premium investment interest acquisition expenses
Segment costs and claims funds(1) revenue income expense(2) costs (3)
------- ----------- ---------- ---------- -------- ---------- ----------- ----------- ---------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1998:
Group................... $ 15,813 $1,329,112 $ 69,333 $784,515 $143,682 $666,518 $ 6,654 $176,312
Retirement Plans........ -- 68,562 582,619 13,970 54,032 46,605 -- 22,117
Individual.............. 99,067 667,487 803,552 92,455 123,983 163,949 6,914 32,666
-------- ---------- ---------- -------- -------- -------- ------- --------
Total.................. $114,880 $2,065,161 $1,455,504 $890,940 $321,697 $877,072 $13,568 $231,095
======== ========== ========== ======== ======== ======== ======= ========
1997:
Group................... $ 14,342 $1,180,761 $ 70,552 $717,136 $131,415 $625,530 $ 5,786 $156,162
Retirement Plans........ -- 66,185 571,562 11,178 54,266 46,959 -- 17,957
Individual.............. 92,581 631,314 800,365 96,862 119,825 159,783 6,445 31,773
-------- ---------- ---------- -------- -------- -------- ------- --------
Total.................. $106,923 $1,878,260 $1,442,479 $825,176 $305,506 $832,272 $12,231 $205,892
======== ========== ========== ======== ======== ======== ======= ========
1996:
Group................... $ 12,312 $1,025,331 $ 63,001 $629,374 $113,886 $561,860 $ 4,672 $137,807
Retirement Plans........ -- 65,192 583,741 10,317 58,655 50,926 -- 14,924
Individual.............. 92,298 602,878 785,683 105,450 117,430 169,529 7,745 29,535
-------- ---------- ---------- -------- -------- -------- ------- --------
Total.................. $104,610 $1,693,401 $1,432,425 $745,141 $289,971 $782,315 $12,417 $182,266
======== ========== ========== ======== ======== ======== ======= ========
</TABLE>
- --------
(1) Includes pension and annuity funds, dividend accumulation funds, universal
life cash values and unearned and advance premiums.
(2) Includes policyholder benefits, interest paid on policyholder funds and
policyholder dividends.
(3) Includes operating expenses, state and local taxes, commissions and
deferred policy acquisition costs.
II-3
<PAGE>
Schedule IV
Valuation and Qualifying Accounts
<TABLE>
<CAPTION>
Balance at Charged to Charged to Balance
beginning of costs and other at end
Description period expenses accounts Deductions of period
----------- ------------ ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
1998:
Mortgage Loans....... $4,027.0 $269.7 $-- $-- $4,296.7
1997:
Mortgage Loans....... 3,812.0 215.0 -- -- 4,027.0
1996:
Mortgage Loans....... 3,718.0 94.0 -- -- 3,812.0
</TABLE>
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(a) To provide to the underwriters at the closing specified in the
underwriting agreements, certificates in such denominations and registered
in such names as required by the underwriters to permit prompt delivery to
each purchaser.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") may be permitted to
directors, officers and controlling persons of the registrant pursuant to
the foregoing provisions described under Item 14 above, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(c) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(d) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 3 to the registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Portland,
Oregon on March 22, 1999.
STANCORP FINANCIAL GROUP, INC.
/s/ Ronald E. Timpe
By: _________________________________
Name:Ronald E. Timpe
Title:Chairman of the Board,
President,
Chief Executive Officer
II-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to the registration statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board, March 22, 1999
______________________________________ President, Chief
Ronald E. Timpe Executive Officer and
Director (Principal
Executive Officer)
/s/ Eric E. Parsons Senior Vice President, March 22, 1999
______________________________________ Chief Financial Officer
Eric E. Parsons (Principal Financial
Officer)
* Vice President, Corporate March 22, 1999
______________________________________ Secretary
J. Gregory Ness
* Assistant Vice President March 22, 1999
______________________________________ and Controller (Principal
Patricia J. Brown Accounting Officer)
* Director March 22, 1999
______________________________________
Virginia L. Anderson
* Director March 22, 1999
______________________________________
Frederick W. Buckman
* Director March 22, 1999
______________________________________
John E. Chapoton
* Director March 22, 1999
______________________________________
Barry J. Galt
* Director March 22, 1999
______________________________________
Richard Geary
* Director March 22, 1999
______________________________________
Peter T. Johnson
* Director March 22, 1999
______________________________________
Peter O. Kohler
* Director March 22, 1999
______________________________________
Jerome J. Meyer
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
1.1 Form of Underwriting Agreement
2.1 Plan of Reorganization+
3.1 Articles of Incorporation of StanCorp+
3.2 Bylaws of StanCorp+
4.1 Form of Certificate for the Common Stock, no par value+
5.1 Opinion of Stoel Rives LLP*
8.1 Opinion of Debevoise & Plimpton
10.1 Form of Amended and Restated Retention Agreement+
10.2 Form of Change of Control Agreement+
10.3 1999 Omnibus Stock Incentive Plan+
10.4 1999 Employee Share Purchase Plan+
10.5 Long Term Incentive Compensation Plan
10.6 Defined Benefit Plan for Home Office Employees+
10.7 Amended and Restated Supplemental Retirement Plan for Executive
Officers+
10.8 Amended and Restated Deferred Contribution Plan for Executive
Officers+
10.9 Form of Shareholder Rights Agreement+
21.1 Subsidiaries of the Registrant+
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Milliman & Robertson, Inc.
23.3 Consent of Stoel Rives LLP (included in Exhibit 5.1)*
23.4 Consent of Debevoise & Plimpton (included in Exhibit 8.1)
23.5 Consent of Virginia L. Anderson+
23.6 Consent of Frederick W. Buckman+
23.7 Consent of John E. Chapoton+
23.8 Consent of Barry J. Galt+
23.9 Consent of Richard Geary+
23.10 Consent of Peter T. Johnson+
23.11 Consent of Peter O. Kohler+
23.12 Consent of Jerome J. Meyer+
23.13 Consent of Ralph R. Peterson+
23.14 Consent of E. Kay Stepp+
23.15 Consent of William Swindells+
23.16 Consent of Michael G. Thorne+
23.17 Consent of Franklin E. Ulf+
23.18 Consent of Benjamin R. Whiteley+
24.1 Powers of Attorney
</TABLE>
- --------
*To be filed by amendment.
+Previously filed.
<PAGE>
Exhibit 1.1
FORM OF UNDERWRITING AGREEMENT
STANCORP FINANCIAL GROUP, INC.
Common Stock
Underwriting Agreement
(U.S. Version)
....................., 1999
Goldman, Sachs & Co.,
[Name(s) of Co-Representative(s),
As representatives of the several Underwriters
named in Schedule I hereto,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.
Ladies and Gentlemen:
StanCorp Financial Group, Inc., an Oregon corporation (the "Company"),
proposes to issue shares of its common stock (the "Stock") in connection with
the reorganization (the "Demutualization") of Standard Insurance Company
("Standard") from an Oregon mutual life insurance company to an Oregon stock
life insurance company pursuant to Standard's Plan of Reorganization, as adopted
on September 28, 1998 by the Board of Directors of Standard (the "Plan"). Upon
effectiveness of the Plan, Standard will become a direct wholly-owned subsidiary
of the Company. Pursuant to the Plan, the Company proposes to issue up to
30,000,000 shares of Stock (the "Policyholder Shares") to Eligible Members (as
defined in the Plan) in exchange for their Membership Interests (as defined in
the Plan), and, subject to the terms and conditions stated herein, to issue and
sell to the Underwriters named in Schedule I hereto (the "Underwriters") an
aggregate of ........ shares of Stock (the "Firm Shares") and, at the election
of the Underwriters, up to ........ additional shares of Stock (the "Optional
Shares"). The Firm Shares and the Optional Shares that the Underwriters elect
to purchase pursuant to Section 2 hereof being collectively called the "Shares".
It is understood and agreed to by all parties that the Company is
concurrently entering into an agreement (the "International Underwriting
Agreement") providing for the sale by the Company of up to a total of ........
shares of Stock (the "International Shares"), including the overallotment option
thereunder, through arrangements with certain underwriters outside the United
States (the "International Underwriters"), for whom Goldman Sachs International
and [Insert names of other Co-Lead Managers] are acting as lead managers.
Anything herein or therein to the contrary notwithstanding, the respective
closings under this Agreement and the International Agreement are hereby
expressly made conditional on one another. The Underwriters hereunder and the
International Underwriters are simultaneously entering into an Agreement between
U.S. and International Underwriting Syndicates (the "Agreement between
Syndicates") which provides, among other things, for the transfer of shares of
Stock between the two syndicates. Two forms of
<PAGE>
prospectus are to be used in connection with the offering and sale of shares of
Stock contemplated by the foregoing, one relating to the Shares hereunder and
the other relating to the International Shares. The latter form of prospectus
will be identical to the former except for certain substitute pages as included
in the registration statement and amendments thereto as mentioned below. Except
as used in Sections 2, 3, 4, 9 and 11 herein, and except as the context may
otherwise require, references hereinafter to the Shares shall include all the
shares of Stock which may be sold pursuant to either this Agreement or the
International Underwriting Agreement, and references herein to any prospectus
whether in preliminary or final form, and whether as amended or supplemented,
shall include both the U.S. and the international versions thereof.
1. The Company and Standard, jointly and severally, represent and warrant
to, and agree with, each of the Underwriters that:
(a) A registration statement on Form S-1 (File No. 333-....) (the "Initial
Registration Statement") in respect of the Shares has been filed with the
Securities and Exchange Commission (the "Commission"); the Initial Registration
Statement and any post-effective amendment thereto, each in the form heretofore
delivered to you, and, excluding exhibits thereto, to you for each of the other
Underwriters, have been declared effective by the Commission in such form; other
than a registration statement, if any, increasing the size of the offering (a
"Rule 462(b) Registration Statement"), filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), which became effective upon
filing, no other document with respect to the Initial Registration Statement has
heretofore been filed with the Commission; and no stop order suspending the
effectiveness of the Initial Registration Statement, any post-effective
amendment thereto or the Rule 462(b) Registration Statement, if any, has been
issued and no proceeding for that purpose has been initiated or threatened by
the Commission (any preliminary prospectus included in the Initial Registration
Statement or filed with the Commission pursuant to Rule 424(a) of the rules and
regulations of the Commission under the Act is hereinafter called a "Preliminary
Prospectus"; the various parts of the Initial Registration Statement and the
Rule 462(b) Registration Statement, if any, including all exhibits thereto and
including the information contained in the form of final prospectus filed with
the Commission pursuant to Rule 424(b) under the Act in accordance with Section
5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the
Initial Registration Statement at the time it was declared effective, each as
amended at the time such part of the Initial Registration Statement became
effective or such part of the Rule 462(b) Registration Statement, if any, became
or hereafter becomes effective, are hereinafter collectively called the
"Registration Statement"; and such final prospectus, in the form first filed
pursuant to Rule 424(b) under the Act, is hereinafter called the "Prospectus");
(b) No order preventing or suspending the use of any Preliminary Prospectus
has been issued by the Commission, and each Preliminary Prospectus, at the time
of filing thereof, conformed in all material respects to the requirements of the
Act and the rules and regulations of the Commission thereunder, and did not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by an Underwriter through Goldman, Sachs &
Co. expressly for use therein;
-2-
<PAGE>
(c) The Registration Statement conforms, and the Prospectus and any further
amendments or supplements to the Registration Statement or the Prospectus will
conform, in all material respects to the requirements of the Act and the rules
and regulations of the Commission thereunder and do not and will not, as of the
applicable effective date as to the Registration Statement and any amendment
thereto, and as of the applicable filing date as to the Prospectus and any
amendment or supplement thereto, contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by an Underwriter through Goldman, Sachs & Co. expressly for use
therein;
(d) Neither the Company nor Standard nor any of their respective
subsidiaries has sustained since the date of the latest audited financial
statements included in the Prospectus any material loss or interference with its
business from fire, explosion, flood or other calamity, whether or not covered
by insurance, or from any labor dispute or court or governmental action, order
or decree, otherwise than as set forth or contemplated in the Prospectus; and,
since the respective dates as of which information is given in the Registration
Statement and the Prospectus, there has not been any (i) material addition, or
any development involving a prospective material addition, to Standard's
liability for future policyholder benefits and claims, other than in the
ordinary course of business, (ii) any change in the capital stock of the
Company, Standard or any of their respective subsidiaries, (iii) any change in
the long-term debt of the Company, Standard or any of their respective
subsidiaries or (iv) any material adverse change, or any development involving a
prospective material adverse change, in or affecting the general affairs or
management, or the financial position, equity, reserves, surplus or results of
operations (in each case considered on either a statutory or a GAAP basis) of
Standard or its subsidiaries, otherwise than as set forth or contemplated in the
Prospectus;
(e) Each of the Company, Standard and their respective subsidiaries have
good and marketable title in fee simple to all real property and good and
marketable title to all personal property owned by it, in each case free and
clear of all liens, encumbrances and defects except such as are described in the
Prospectus or such as do not interfere with the use made and proposed to be made
of such property by the Company and its subsidiaries and as would not,
individually or in the aggregate, have a material adverse effect on the
business, financial position, equity, reserves, surplus, results of operations
or prospects of the Company, Standard or any of their respective subsidiaries;
and any real property and buildings held under lease by the Company, Standard
or any of their respective subsidiaries are held under valid, subsisting and
enforceable leases with such exceptions as are not material and do not interfere
with the use made and proposed to be made of such property and buildings by the
Company, Standard and their respective subsidiaries;
(f) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Oregon; Standard has
been and, until immediately prior to the Effective Date (as defined in the
Plan), will continue to be duly organized and validly existing as a mutual life
insurance company in good standing under the laws of the State of Oregon; upon
the Effective Date, Standard will be duly organized and validly existing as a
stock life insurance company in good standing under the laws of the State of
Oregon; each of the Company and Standard has the power and authority (corporate
and other) to own its properties and conduct its business as described in the
Prospectus, and has been duly qualified as a foreign
-3-
<PAGE>
corporation for the transaction of business and is in good standing under the
laws of each other jurisdiction in which it owns or leases properties or
conducts any business so as to require such qualification, or is subject to no
material liability or disability by reason of the failure to be so qualified in
any such jurisdiction; and each subsidiary of the Company and Standard has been
duly organized and is validly existing as a corporation or limited liability
company, as applicable, and is in good standing under the laws of its
jurisdiction of organization;
(g) The Company has an authorized capitalization as set forth in the
Prospectus; upon effectiveness of the Plan, Standard will have an authorized
capitalization of __________ shares, each of which will be duly and validly
authorized and issued to the Company on the Effective Date and fully paid and
non-assessable; and all of the issued shares of capital stock of each subsidiary
of the Company and Standard have been duly and validly authorized and issued,
are fully paid and non-assessable and (except as set forth in the Prospectus)
are owned directly or indirectly by the Company or Standard, as applicable, free
and clear of all liens, encumbrances, equities or claims;
(h) The Shares to be issued and sold by the Company to the Underwriters
hereunder and under the International Underwriting Agreement, and the
Policyholder Shares have been duly and validly authorized; when the Shares are
issued and delivered against payment therefor as provided herein and in the
International Underwriting Agreement, and the Policyholder Shares are issued and
delivered to Eligible Members in exchange for their Membership Interests
pursuant to the Plan, the Shares and the Policyholder Shares (collectively, the
"Transaction Shares") will be duly and validly issued and fully paid and non-
assessable and will conform to the description of the Stock contained in the
Prospectus; the issuance of the Transaction Shares is not subject to any
preemptive or other similar right; and there are no rights of any person,
corporation or other entity to require registration of any shares of Stock or
any other securities of the Company in connection with the Demutualization or
the filing of the Registration Statement;
(i) The offering, issuance and delivery of the Policyholder Shares to
Eligible Members in exchange for their Membership Interests pursuant to the Plan
are exempt from the registration requirements of the Act.
(j) The issuance and sale by the Company of the Shares to the Underwriters
hereunder and under the International Underwriting Agreement, and of the
Policyholder Shares to Eligible Members in exchange for their Membership
Interests pursuant to the Plan and the compliance by the Company and Standard
with all of the provisions of this Agreement, the International Underwriting
Agreement and the Plan and the consummation of the transactions herein and
therein contemplated will not conflict with or result in a breach or violation
of any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company, Standard or any of their respective
subsidiaries is a party or by which the Company, Standard or any of their
respective subsidiaries is bound or to which any of the property or assets of
the Company, Standard or any of their respective subsidiaries is subject,
or which affects the validity, performance or consummation of the Plan, the
Demutualization or the transactions contemplated by this Agreement, the
International Underwriting Agreement or the Plan nor will such action result in
any violation of the provisions of (i) the Articles of Incorporation or By-laws
of the Company, Standard or any of their respective subsidiaries or (ii) any
statute or any order, rule or regulation of any court or insurance regulatory
agency or other governmental agency or body having jurisdiction over the
Company, Standard or any of their respective subsidiaries or any of their
properties, except, in the case of this clause (ii), as
-4-
<PAGE>
set forth in the Prospectus or as would not have, individually or in the
aggregate, have a material adverse effect on the business, financial position,
equity, reserves, surplus, results of operations or prospects of the Company,
Standard or any of their respective subsidiaries;
(k) Neither the Company nor Standard nor any of their respective
subsidiaries is in violation of its Articles of Incorporation or By-laws or in
default in the performance or observance of any material obligation, agreement,
covenant or condition contained in any indenture, mortgage, deed of trust, loan
agreement, lease or other agreement or instrument to which it is a party or by
which it or any of its properties may be bound;
(l) All filings, consents, approvals, authorizations, orders, licenses,
certificates, permits, registrations and qualifications of or with any court,
insurance regulatory agency or governmental agency or body of the United States
or any state thereof required in connection with the issuance and sale by the
Company of the Shares to the Underwriters hereunder and under the International
Underwriting Agreement, or the issuance of the Policyholder Shares to Eligible
Members in exchange for their Membership Interests pursuant to the Plan, have
been obtained and are in full force and effect, provided, however, that neither
the Company nor Standard makes any representation or warranty as to state
securities or Blue Sky laws or state insurance securities laws in connection
with the purchase and distribution of the Shares by the Underwriters and the
International Underwriters; and all other filings, consents, approvals,
authorizations, orders, licenses, certificates, permits, registrations and
qualifications of or with any court, insurance regulatory agency or other
governmental agency or body required to be obtained or made on or prior to the
Effective Date in connection with the Demutualization or for the consummation by
the Company and Standard of the transactions contemplated by this Agreement, the
International Underwriting Agreement or the Plan have been so obtained or made
and are in full force and effect, except as set forth in the Prospectus or to
the extent that the failure to obtain or make any such consents, approvals,
authorizations, orders, registrations or qualifications would not, individually
or in the aggregate, have a material adverse effect on the business, financial
position, equity, reserves, surplus, results of operations or prospects of the
Company, Standard or any of their respective subsidiaries and which will not
affect the validity, performance of or consummation of the transactions
contemplated by this Agreement, the International Underwriting Agreement and the
Plan;
(m) The Company has made all required filings under applicable insurance
holding company statutes, and has received approvals of acquisition or control
and/or affiliate transactions in each jurisdiction in which such filings or
approvals are required, except where the failure to have made such filings or
receive such approvals in any such jurisdiction would not, individually or in
the aggregate with other such failures, have a material adverse effect on the
business, financial position, stockholders' equity, results of operations or
prospects of the Company or its subsidiaries; each of the Company, Standard and
their respective subsidiaries has all necessary consents, licenses,
authorizations, approvals, orders, certificates and permits (collectively, the
"Consents") of and from, and has made all filings and declarations
(collectively, the "Filings") with, all insurance regulatory authorities, all
Federal, state, local and other governmental authorities, all self-regulatory
organizations and all courts and other tribunals, necessary to own, lease,
license and use its properties and assets and to conduct its business in the
manner described in the Prospectus, except where the failure to have such
Consents or to make such Filings would not, individually or in the aggregate,
have a material adverse effect on the business, financial position, equity,
reserves, surplus, results of operations or prospects of the Company, Standard
or any of their
-5-
<PAGE>
respective subsidiaries; all such Consents and Filings are in full force and
effect and neither the Company nor Standard nor any of their subsidiaries has
received any notice of any event, inquiry, investigation or proceeding that
would reasonably be expected to result in the suspension, revocation or
limitation of any such Consent or otherwise impose any limitation on the conduct
of the business of the Company, Standard or any such subsidiary, except as set
forth in the Prospectus or any such suspension, revocation or limitation which
would not, individually or in the aggregate, have a material adverse effect on
the business, financial position, equity, reserves, surplus results of
operations or prospects of the Company, Standard or any of their respective
subsidiaries;
(n) Standard is duly licensed or authorized as an insurer or reinsurer in
each jurisdiction where it is required to be so licensed or authorized to
conduct its business as described in the Prospectus, except where the failure to
be so licensed or authorized would not, individually or in the aggregate, have a
material adverse effect on the assets, business, financial position, equity,
reserves, surplus, results of operations or prospects of Standard; all such
licenses or authorizations are in full force and effect and neither the Company
nor Standard nor any of their subsidiaries has received any notice of any event,
inquiry, investigation or proceeding that would reasonably be expected to result
in the suspension, revocation or limitation of any such licenses or
authorizations or otherwise impose any limitation on the conduct of the business
of Standard, except any such suspension, revocation or limitation which would
not, individually or in the aggregate, have a material adverse effect on the
business, financial position, equity, reserves, surplus, results of operations
or prospects of Standard, and, to the best of the Company's, Standard's and any
such subsidiary's knowledge, there is no sustainable basis for any such
suspension, revocation or limitation; Standard is in compliance with, and
conducts its businesses in conformity with, all applicable insurance laws and
regulations, except where the failure to so comply or conform would not have a
material adverse effect on its business, financial position, equity, reserves,
surplus, results of operations or prospects;
(o) None of the Company, Standard or any of their respective subsidiaries
is required to be registered as an investment company with the Commission or in
any jurisdiction where it conducts business; each of the Company, Standard and
their respective subsidiaries is registered in all capacities with each
Federal, state, local or other governmental authority and is registered with, a
member of, or a participant in, each self-regulatory organization, in each case,
as is necessary to conduct its business as described in or contemplated by the
Prospectus except as set forth in the Prospectus or where the failure to be so
registered would not, individually or in the aggregate, have a material adverse
effect on the business, financial position, equity, reserves, surplus, results
of operations or prospects of the Company, Standard or any of their respective
subsidiaries; all such registrations and memberships are in full force and
effect and neither the Company nor Standard nor any of their respective
subsidiaries has received any notice of any event, inquiry, investigation or
proceeding that would reasonably be expected to result in the suspension,
revocation or limitation of any such registrations, or memberships, except as
set forth in the Prospectus or any such suspension, revocation or limitation
which would not, individually or in the aggregate, have a material adverse
effect on the business, financial position, equity, reserves, surplus, results
of operations or prospects of the Company, Standard or any of their respective
subsidiaries; and, to the best of the Company's, Standard's and their respective
subsidiaries' knowledge, there is no sustainable basis for any such suspension,
revocation or limitation; each of the Company, Standard and their respective
subsidiaries is in compliance with all applicable laws, rules, regulations,
orders, by-laws, and similar requirements in connection with
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such registrations or memberships, as the case may be, except as set forth in
the Prospectus or where the failure to so comply would not, individually or in
the aggregate, have a material adverse effect on the business, financial
position, equity, reserves, surplus results of operations or prospects of the
Company, Standard or any of their respective subsidiaries;
(p) Each subsidiary of Standard which is engaged in the business of acting
as a broker-dealer (the "Broker-Dealer Subsidiaries") is duly licensed or
registered as a broker-dealer in each jurisdiction (including the United States)
where it is required to be so licensed or registered to conduct its business, in
each case, with such exceptions, individually or in the aggregate, as would not
have a material adverse effect on the business, financial position, equity,
reserves, surplus, results of operations or prospects of the Company, Standard
or any of their respective subsidiaries; each Broker-Dealer Subsidiary has all
other necessary Consents of and from all applicable regulatory authorities to
conduct their respective businesses, in each case with such exceptions,
individually or in the aggregate, as would not have a material adverse effect on
the business, financial position, equity, reserves, surplus, results of
operations or prospects of the Company, Standard or any of their respective
subsidiaries; except as otherwise described in the Prospectus, none of the
Broker-Dealer Subsidiaries has received any notification from any applicable
regulatory authority to the effect that any additional Consents are needed to be
obtained by such subsidiary in any case where it could reasonably be expected
that (x) any of the Broker-Dealer Subsidiaries would in fact be required to
obtain any such additional Consents or cease or otherwise limit engaging in
certain business and (y) the failure to have such Consents or limiting such
business would have a material adverse effect on the business, financial
position, equity, reserves, surplus, results of operations or prospects of the
Company, Standard or any of their respective subsidiaries; and each Broker-
Dealer Subsidiary is in compliance with the requirements of the applicable
broker-dealer laws and regulations of each jurisdiction which is applicable to
such subsidiary, and has filed all notices, reports, documents or other
information required to be filed thereunder, in each case with such exceptions,
individually or in the aggregate, as would not have a material adverse effect on
the business, financial position, equity, reserves, surplus, results of
operations or prospects of the Company, Standard or any of their respective
subsidiaries;
(q) The statements set forth in the Prospectus under the captions "Risk
Factors - Changes in Federal and State Regulation May Adversely Impact Pricing,
Reserve Adequacy and Exposure to Litigation", "Risk Factors - Changes in State
and Federal Regulation May Affect Profitability", "Risk Factors - Allocation of
Assets to the Closed Block May Be Inadequate or Excessive", "Risk Factors -
Holding Company Dividends May Be Affected by Limitation on Dividends Imposed on
Standard Insurance Company", "Risk Factors - Challenge to Director's Approval of
Plan May Adversely Affect Terms of Demutualization", "Risk Factors -
Environmental Liability Exposure May Result From Mortgage Loans and Real Estate
Investments", "The Demutualization", "Business - Regulation", "Business -
Competition - Other Competitive Factors", "Restrictions on Acquisitions of
Common Stock" and "Underwriting", insofar as they purport to describe the
provisions of the laws and documents referred to therein, and under the caption
"Description of Capital Stock", insofar as they purport to constitute a summary
of the terms of the Stock, are accurate, complete and fair in all material
respects;
(r) Other than as set forth in the Prospectus, there are no legal or
governmental proceedings pending to which the Company, Standard or any of their
respective subsidiaries is a party or of which any property of the Company,
Standard or any of their respective
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subsidiaries is the subject which, if determined adversely to the Company,
Standard or any of their respective subsidiaries, would individually or in the
aggregate have a material adverse effect on the business, consolidated financial
position, equity, reserves, surplus, results of operations or prospects of the
Company, Standard or any of their respective subsidiaries; and, to the best of
the Company's and Standard's knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others;
(s) The Company is not and, after giving effect to the offering and sale of
the Shares, will not be an "investment company", as such term is defined in the
Investment Company Act of 1940, as amended (the "Investment Company Act");
(t) Deloitte & Touche, who have certified certain financial statements of
the Company and the consolidated financial statements of Standard, are
independent public accountants as required by the Act and the rules and
regulations of the Commission thereunder;
(u) Each of the Company, Standard and their respective subsidiaries has
reviewed its operations and that of any third parties with which the Company,
Standard or any of their respective subsidiaries has a material relationship to
evaluate the extent to which the business or operations of the Company, Standard
or any of their respective subsidiaries will be affected by the Year 2000
Problem. As a result of such review, neither the Company nor Standard nor any
of their respective subsidiaries has any reason to believe, and does not
believe, that the Year 2000 Problem will have a material adverse effect on the
business, financial position, equity, reserves, surplus, results of operations
or prospects of the Company, Standard or any of their respective subsidiaries or
result in any material loss or interference with the Company's, Standard's or
any of their respective subsidiaries' business or operations. The "Year 2000
Problem" as used herein means any significant risk that computer hardware or
software used in the receipt, transmission, processing, manipulation, storage,
retrieval, retransmission or other utilization of data or in the operation of
mechanical or electrical systems of any kind will not, in the case of dates or
time periods occurring after December 31, 1999, function at least as effectively
as in the case of dates or time periods occurring prior to January 1, 2000;
(v) The Plan has been duly adopted by the required vote of the Board of
Directors of Standard (which adoption complied with the applicable requirements
of Sections 632.600 through 732.630 (collectively, the "Demutualization
Provisions") of the Oregon Revised Statutes ("ORS")) and submitted to the
Director of the Department of Consumer and Business Services of the State of
Oregon (the "Director") in the manner and accompanied by all information
required by the Demutualization Provisions and conforms in all material respects
to the requirements of the laws of the State of Oregon applicable to the
reorganization of a mutual life insurance company into a stock life insurance
company and any applicable published rules, regulations or guidelines of the
Director in respect thereof; on January 27, 1999 the Director held a public
hearing in accordance with the requirements of Section 732.606 of the ORS, with
regard to which Standard published such notice as is required by Oregon law, for
the purpose of receiving comment on whether the Plan should be approved; on
February 12, 1999 the Director conditionally approved the Plan; upon receipt of
the Director's conditional approval, the Company held a special meeting of
members on March 19, 1999 and the Plan was approved by Eligible Members in
accordance with Section 732.606(5) of the ORS and such approval has not been
rescinded or otherwise withdrawn; no other approvals are required to be obtained
under Oregon law for the effectiveness of the Plan; on the Effective Date, the
Plan will become effective in accordance with its terms and all aspects of the
Demutualization to have been completed on or prior to the Effective Date will be
completed in
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accordance with the Plan and Oregon law; and prior to or contemporaneously with
the First Time of Delivery (as defined in Section 4) each of the actions
required to occur and conditions required to be satisfied on or prior to the
Effective Date pursuant to the Director's Order or the Plan will have occurred
or have been satisfied;
(w) Other than as described or contemplated in the Prospectus, no legal or
governmental proceeding is pending or, to the best of the Company's and
Standard's knowledge, is currently being threatened challenging the Plan or the
consummation of the transactions contemplated thereby or the offering of the
Shares by the Underwriters;
(x) The policyholder information statement mailed to policyholders (the
"Policyholder Information Statement"), as of its date and as of the date of the
vote of the Eligible Members, did not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading;
(y) The Transaction Shares have been approved for listing on the New York
Stock Exchange, Inc. (the "Exchange"), subject to notice of issuance, and, at
each Time of Delivery (as defined in Section 4) hereunder, the Transaction
Shares issued at or prior to such Time of Delivery will be listed thereon;
(z) The pro forma condensed consolidated balance sheet and condensed
consolidated statements of earnings and the related notes thereto set forth in
the Registration Statement and the Prospectus with respect to Standard have been
prepared in all material respects in accordance with the applicable requirements
of Rule 11-02 of Regulation S-X promulgated under the Securities Exchange Act of
1934, as amended, have been compiled on the pro forma basis described therein,
and, in the opinion of the Company and Standard, the assumptions used in the
preparation thereof were reasonable at the time made and the adjustments used
therein are based upon good faith estimates and assumptions believed by the
Company and Standard to be reasonable at the time made; and
(aa) Neither the Company nor Standard has any debt securities or preferred
stock that have been rated by any "nationally recognized statistical rating
organization", as that term is defined by the Commission for purposes of Rule
436(g)(2) under the Act.
2. Subject to the terms and conditions herein set forth, (a) the Company
agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company, at
a purchase price per share of $................, the number of Firm Shares set
forth opposite the name of such Underwriter in Schedule I hereto and (b) in the
event and to the extent that the Underwriters shall exercise the election to
purchase Optional Shares as provided below, the Company agrees to issue and sell
to each of the Underwriters, and each of the Underwriters agrees, severally and
not jointly, to purchase from the Company, at the purchase price per share set
forth in clause (a) of this Section 2, that portion of the number of Optional
Shares as to which such election shall have been exercised (to be adjusted by
you so as to eliminate fractional shares) determined by multiplying such number
of Optional Shares by a fraction, the numerator of which is the maximum number
of Optional Shares which such Underwriter is entitled to purchase as set forth
opposite the name of such Underwriter in Schedule I hereto and the denominator
of
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<PAGE>
which is the maximum number of Optional Shares that all of the Underwriters
are entitled to purchase hereunder.
The Company hereby grants to the Underwriters the right to purchase at
their election up to ................... Optional Shares, at the purchase price
per share set forth in the paragraph above, for the sole purpose of covering
overallotments in the sale of the Firm Shares. Any such election to purchase
Optional Shares may be exercised only by written notice from you to the Company,
given within a period of 30 calendar days after the date of this Agreement,
setting forth the aggregate number of Optional Shares to be purchased and the
date on which such Optional Shares are to be delivered, as determined by you but
in no event earlier than the First Time of Delivery (as defined in Section 4
hereof) or, unless you and the Company otherwise agree in writing, earlier than
two or later than ten business days after the date of such notice.
3. Upon the authorization by you of the release of the Firm Shares, the
several Underwriters propose to offer the Firm Shares for sale upon the terms
and conditions set forth in the Prospectus.
It is understood that 1,250,000 Firm Shares will initially be reserved by
the several Underwriters for offer and sale upon the terms and conditions set
forth in the Prospectus to certain policyholders of Standard who have heretofore
delivered to you offers or indications of interest to purchase Firm Shares in
form satisfactory to you, and that any allocation of such Firm Shares among such
persons will be made in accordance with timely directions received by you from
the Company; provided that under no circumstances will you or any Underwriter be
liable to the Company for any action taken or omitted in good faith in
connection with such offering to such persons. It is further understood that
any of such Firm Shares which are not purchased by such persons will be offered
by the Underwriters to the public under the terms and conditions set forth in
the Prospectus.
4. (a) The Shares to be purchased by each Underwriter hereunder, in
definitive form, and in such authorized denominations and registered in such
names as Goldman, Sachs & Co. may request upon at least forty-eight hours' prior
notice to the Company shall be delivered by or on behalf of the Company to
Goldman, Sachs & Co., through the facilities of the Depository Trust Company
("DTC"), for the account of such Underwriter, against payment by or on behalf of
such Underwriter of the purchase price therefor by wire transfer of Federal
(same-day) funds to the account specified by the Company to Goldman, Sachs & Co.
at least forty-eight hours in advance. The Company will cause the certificates
representing the Shares to be made available for checking and packaging at least
twenty-four hours prior to the Time of Delivery (as defined below) with respect
thereto at the office of DTC or its designated custodian (the "Designated
Office"). The time and date of such delivery and payment shall be, with respect
to the Firm Shares, 7:00 a.m., Los Angeles time, on ............., 1999 or such
other time and date as Goldman, Sachs & Co. and the Company may agree upon in
writing, and, with respect to the Optional Shares, 7:00 a.m., Los Angeles time,
on the date specified by Goldman, Sachs & Co. in the written notice given by
Goldman, Sachs & Co. of the Underwriters' election to purchase such Optional
Shares, or such other time and date as Goldman, Sachs & Co. and the Company may
agree upon in writing. Such time and date for delivery of the Firm Shares is
herein called the "First Time of Delivery", such time and date for delivery of
the Optional Shares, if not the First Time of Delivery, is herein called the
"Second Time of Delivery", and each such time and date for delivery is herein
called a "Time of Delivery".
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<PAGE>
(b) The documents to be delivered at each Time of Delivery by or on behalf
of the parties hereto pursuant to Section 7 hereof, including the cross receipt
for the Shares and any additional documents requested by the Underwriters
pursuant to Section 7 hereof, will be delivered at the offices of Sullivan &
Cromwell, 1888 Century Park East, Los Angeles, California 90067 (the "Closing
Location"), and the Shares will be delivered at the Designated Office, all at
such Time of Delivery. A meeting will be held at the Closing Location at 3:00
p.m., Los Angeles time, on the New York Business Day next preceding such Time of
Delivery, at which meeting the final drafts of the documents to be delivered
pursuant to the preceding sentence will be available for review by the parties
hereto. For the purposes of this Section 4, "New York Business Day" shall mean
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in New York are generally authorized or obligated by law or
executive order to close.
5. The Company and Standard, jointly and severally, agree with each of
the Underwriters:
(a) To prepare the Prospectus in a form approved by you and to file such
Prospectus pursuant to Rule 424(b) under the Act not later than the Commission's
close of business on the second business day following the execution and
delivery of this Agreement, or, if applicable, such earlier time as may be
required by Rule 430A(a)(3) under the Act; to make no further amendment or any
supplement to the Registration Statement or Prospectus which shall be
disapproved by you promptly after reasonable notice thereof; to advise you,
promptly after it receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or becomes effective or any supplement to
the Prospectus or any amended Prospectus has been filed and to furnish you with
copies thereof; to advise you, promptly after it receives notice thereof, of the
issuance by the Commission of any stop order or of any order preventing or
suspending the use of any Preliminary Prospectus or prospectus, of the
suspension of the qualification of the Shares for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the amending or supplementing
of the Registration Statement or Prospectus or for additional information; and,
in the event of the issuance of any stop order or of any order preventing or
suspending the use of any Preliminary Prospectus or prospectus or suspending any
such qualification, promptly to use its best efforts to obtain the withdrawal of
such order;
(b) Promptly from time to time to take such action as you may reasonably
request to qualify the Shares for offering and sale under the securities laws of
such jurisdictions as you may request and to comply with such laws so as to
permit the continuance of sales and dealings therein in such jurisdictions for
as long as may be necessary to complete the distribution of the Shares, provided
that in connection therewith the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of process in any
jurisdiction;
(c) Prior to 10:00 A.M., New York City time, on the New York Business Day
next succeeding the date of this Agreement and from time to time, to furnish the
Underwriters with copies of the Prospectus in New York City in such quantities
as you may reasonably request, and, if the delivery of a prospectus is required
at any time prior to the expiration of nine months after the time of issue of
the Prospectus in connection with the offering or sale of the Shares and if at
such time any event shall have occurred as a result of which the Prospectus as
then amended or supplemented would include an untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made
when such Prospectus is delivered, not misleading, or, if for any other reason
it
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<PAGE>
shall be necessary during such period to amend or supplement the Prospectus
in order to comply with the Act, to notify you and upon your request to prepare
and furnish without charge to each Underwriter and to any dealer in securities
as many copies as you may from time to time reasonably request of an amended
Prospectus or a supplement to the Prospectus which will correct such statement
or omission or effect such compliance, and in case any Underwriter is required
to deliver a prospectus in connection with sales of any of the Shares at any
time nine months or more after the time of issue of the Prospectus, upon your
request but at the expense of such Underwriter, to prepare and deliver to such
Underwriter as many copies as you may request of an amended or supplemented
Prospectus complying with Section 10(a)(3) of the Act;
(d) To make generally available to its securityholders as soon as
practicable, but in any event not later than eighteen months after the effective
date of the Registration Statement (as defined in Rule 158(c) under the Act), an
earnings statement of the Company and its subsidiaries (which need not be
audited) complying with Section 11(a) of the Act and the rules and regulations
thereunder (including, at the option of the Company, Rule 158);
(e) During the period beginning from the date hereof and continuing to and
including the date 180 days after the date of the Prospectus, not to offer,
sell, contract to sell or otherwise dispose of, except as provided hereunder and
under the International Underwriting Agreement, any securities of the Company
that are substantially similar to the Shares, including but not limited to any
securities that are convertible into or exchangeable for, or that represent the
right to receive, Stock or any such substantially similar securities (other than
pursuant to the StanCorp 1999 Omnibus Stock Incentive Plan, the StanCorp 1999
Employee Share Purchase Plan or the StanCorp Long-Term Incentive Compensation
Plan, or upon the conversion or exchange of convertible or exchangeable
securities outstanding as of, the date of this Agreement), without your prior
written consent, except that the Company may issue Policyholder Shares to
Eligible Members in connection with the consummation of the Demutualization
pursuant to the Plan;
(f) To furnish to its stockholders as soon as practicable after the end of
each fiscal year an annual report (including a balance sheet and statements of
income, stockholders' equity and cash flows of the Company and its consolidated
subsidiaries certified by independent public accountants) and, as soon as
practicable after the end of each of the first three quarters of each fiscal
year (beginning with the fiscal quarter ending after the effective date of the
Registration Statement), to make available to its stockholders consolidated
summary financial information of the Company and its subsidiaries for such
quarter in reasonable detail;
(g) During a period of five years from the effective date of the
Registration Statement, to furnish to you copies of all reports or other
communications (financial or other) furnished to stockholders, and to deliver to
you (i) as soon as they are available, copies of any reports and financial
statements furnished to or filed with the Commission or any national securities
exchange on which any class of securities of the Company is listed; and (ii)
such additional information concerning the business and financial condition of
the Company as you may from time to time reasonably request (such financial
statements to be on a consolidated basis to the extent the accounts of the
Company and its subsidiaries are consolidated in reports furnished to its
stockholders generally or to the Commission);
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(h) To use the net proceeds received by it from the sale of the Shares
pursuant to this Agreement and the International Underwriting Agreement in the
manner specified in the Prospectus under the caption "Use of Proceeds";
(i) To use its best efforts to list, subject to notice of issuance, the
Shares on the Exchange;
(j) To file with the Commission such information on Form 10-Q or Form 10-K
as may be required by Rule 463 under the Act;
(k) If the Company elects to rely upon Rule 462(b), the Company shall file
a Rule 462(b) Registration Statement with the Commission in compliance with Rule
462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and
the Company shall at the time of filing either pay to the Commission the filing
fee for the Rule 462(b) Registration Statement or give irrevocable instructions
for the payment of such fee pursuant to Rule 111(b) under the Act; and
(l) Prior to or contemporaneously with the First Time of Delivery, to take
all actions necessary in order to consummate the Plan and to cause the
transactions contemplated thereby to have occurred at or prior to the First Time
of Delivery.
6. The Company and Standard, jointly and severally, covenant and agree
with the several Underwriters that the Company or Standard will pay or cause to
be paid the following: (i) the fees, disbursements and expenses of the Company's
counsel and accountants in connection with the registration of the Shares under
the Act and all other expenses in connection with the preparation, printing and
filing of the Registration Statement, any Preliminary Prospectus and the
Prospectus and amendments and supplements thereto and the mailing and delivering
of copies thereof to the Underwriters and dealers; (ii) the cost of printing or
producing any Agreement among Underwriters, this Agreement, the International
Underwriting Agreement, the Agreement between Syndicates, the Selling Agreement,
the Blue Sky Memorandum, closing documents (including any compilations thereof)
and any other documents in connection with the offering, purchase, sale and
delivery of the Shares; (iii) all expenses in connection with the qualification
of the Shares for offering and sale under state securities laws as provided in
Section 5(b) hereof, including the fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the
Blue Sky survey; (iv) all fees and expenses in connection with listing the
Transaction Shares on the Exchange; (v) the fees and disbursements of counsel
for the Underwriters in connection with the directed share offering contemplated
in the second paragraph of Section 3 of this Agreement; (vi) the filing fees
incident to, and the fees and disbursements of counsel for the Underwriters in
connection with, securing any required review by the National Association of
Securities Dealers, Inc. of the terms of the sale of the Shares; (vii) the cost
of preparing stock certificates; (viii) the cost and charges of any transfer
agent or registrar; and (ix) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section. It is understood, however, that, except as
provided in this Section, and Sections 8 and 11 hereof, the Underwriters will
pay all of their own costs and expenses, including the fees of their counsel,
stock transfer taxes on resale of any of the Shares by them, and any advertising
expenses connected with any offers they may make.
7. The obligations of the Underwriters hereunder, as to the Shares to be
delivered at each Time of Delivery, shall be subject, in their discretion, to
the condition that all representations
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and warranties and other statements of the Company and Standard herein are, at
and as of such Time of Delivery, true and correct, the condition that the
Company and Standard shall have performed all of their respective obligations
hereunder theretofore to be performed, and the following additional conditions:
(a) The Prospectus shall have been filed with the Commission pursuant to
Rule 424(b) within the applicable time period prescribed for such filing by the
rules and regulations under the Act and in accordance with Section 5(a) hereof;
if the Company has elected to rely upon Rule 462(b), the Rule 462(b)
Registration Statement shall have become effective by 10:00 P.M., Washington,
D.C. time, on the date of this Agreement; no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall have been
issued and no proceeding for that purpose shall have been initiated or
threatened by the Commission; and all requests for additional information on the
part of the Commission shall have been complied with to your reasonable
satisfaction;
(b) Sullivan & Cromwell, counsel for the Underwriters, shall have furnished
to you such written opinion or opinions (a draft of each such opinion is
attached as Annex II(a) hereto), dated such Time of Delivery, with respect to
the incorporation of the Company, the validity of the Shares being delivered at
such Time of Delivery, the Registration Statement, the Prospectus, and other
related matters as you may reasonably request, and such counsel shall have
received such papers and information as they may reasonably request to enable
them to pass upon such matters;
(c) Debevoise & Plimpton, counsel for the Company, shall have furnished to
you their written opinion (a draft of such opinion is attached as Annex II(b)
hereto), dated such Time of Delivery, in form and substance satisfactory to you,
to the effect that:
(i) The issuance and delivery of the Policyholder Shares to Eligible
Members in exchange for their Membership Interests pursuant to the Plan are
exempt from the registration requirements of the Act;
(ii) All filings, consents, approvals, authorizations, orders,
licenses, certificates, permits, registrations and qualifications of or
with any insurance regulatory agency or governmental agency or body of the
United States or the State of New York required in connection with the
issuance and sale by the Company of the Shares being delivered at such Time
of Delivery and of the Policyholder Shares to Eligible Members in exchange
for their Membership Interests pursuant to the Plan have been obtained and
are in full force and effect, except that the Company and Standard have
applied for an exemption from certain of the prohibited transaction
restrictions of the Employee Retirement Income Security Act of 1974
("ERISA") and from the related prohibited transaction excise tax provisions
of the Internal Revenue Code of 1986 (the "Code"), which have not yet been
obtained, and that such counsel need express no opinion as to state
securities or Blue Sky laws or state insurance securities laws in
connection with the purchase and distribution of the Shares by the
Underwriters and the International Underwriters; and all other filings,
consents, approvals, authorizations, orders, licenses, certificates,
permits, registrations and qualifications of or with any such insurance
regulatory agency or other governmental agency or body required to be
obtained or made on or prior to the Effective Date in connection with the
Demutualization or for the consummation by the Company and Standard of the
transactions contemplated by this Agreement, the International Underwriting
Agreement or the Plan have been so obtained or made and are
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in full force and effect, except that the Company and Standard have applied
for an exemption from certain of the prohibited transaction restrictions of
ERISA and from the related prohibited transaction excise tax provisions of
the Code, which have not yet been obtained, and except as set forth in the
Prospectus or to the extent that the failure to obtain or make any such
filings, consents, approvals, authorizations, orders, registrations,
licenses, certificates, permits or qualifications would not, individually
or in the aggregate, have a material adverse effect on the business,
financial position, equity or results of operations of the Company,
Standard or any of their respective subsidiaries and which will not affect
the validity, performance of or consummation of the transactions
contemplated by this Agreement, the International Underwriting Agreement
and the Plan;
(iii) The statements set forth in the Prospectus under the captions
"The Demutualization" and "Business - Regulation - ERISA Considerations",
insofar as they purport to describe the provisions of the laws and
documents referred to therein, are accurate, complete and fair in all
material respects;
(iv) Neither the Company nor Standard is an "investment company", as
such term is defined in the Investment Company Act; and
(v) The Registration Statement and the Prospectus and any further
amendments and supplements thereto made by the Company prior to such Time
of Delivery (other than the financial statements and related schedules
therein, as to which such counsel need express no opinion) comply as to
form in all material respects with the requirements of the Act and the
rules and regulations thereunder.
Such counsel shall also state that while they have not themselves checked
the accuracy and completeness of, or otherwise verified, and are not passing
upon and assume no responsibility for the accuracy or completeness of, the
statements contained in the Registration Statement or the Prospectus, except to
the limited extent stated in paragraph (iii) above, in the course of their
review and discussion of the contents of the Registration Statement and the
Prospectus with certain officers and employees of the Company and its
independent accountants, but without independent check or verification, no facts
have come to their attention which cause them to believe that the Registration
Statement (other than the financial statements and schedules and other financial
information contained therein, as to which they need express no belief) at the
time it became effective contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements contained therein not misleading, or that the Prospectus
(other than the financial statements and schedules and other financial
information contained therein, as to which they need express no belief), as of
its date and as of the date of such opinion, contains any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading.
(d) Jeffrey C. Carey, Counsel to the Company, shall have furnished to you
his written opinion (a draft of such opinion is attached as Annex II(c) hereto),
dated such Time of Delivery, in form and substance satisfactory to you, to the
effect that:
(i) Each of the Company and Standard has power and authority
(corporate and other) to own its properties and conduct its business as
described in the Prospectus;
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(ii) The Company has an authorized capitalization as set forth in the
Prospectus; the Transaction Shares have been duly and validly authorized;
when issued and delivered against payment therefor by the Underwriters as
provided in this Agreement and in the International Underwriting Agreement,
the Shares being delivered at such Time of Delivery will be duly and
validly authorized and issued and fully paid and non-assessable; the
Policyholder Shares, when issued and delivered to Eligible Members in
exchange for their Membership Interests pursuant to the Plan, will be duly
and validly issued and fully paid and non-assessable; and the Transaction
Shares conform to the description of the Stock contained in the Prospectus;
(iii) Each of the Company and Standard has been duly qualified as a
foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases
properties or conducts any business so as to require such qualification,
except where the failure to be so qualified in any such jurisdiction would
not, individually or in the aggregate, have a material adverse effect on
the business, financial position, equity, reserves, surplus, results of
operations or prospects of the Company or Standard (such counsel being
entitled to rely in respect of the opinion in this clause upon opinions of
local counsel and in respect of matters of fact upon certificates of
officers of the Company, provided that such counsel shall state that they
believe that both you and they are justified in relying upon such opinions
and certificates;
(iv) Each of the respective subsidiaries of the of the Company and
Standard has been duly organized and is validly existing as a corporation
or limited liability company in good standing under the laws of its
jurisdiction of organization; and all of the issued shares of capital stock
or other ownership interests of each such subsidiary have been duly and
validly authorized and issued, are fully paid and non-assessable, and
(except as otherwise set forth in the Prospectus) are owned directly or
indirectly by the Company or Standard, as applicable, free and clear of all
liens, encumbrances, equities or claims (such counsel being entitled to
rely in respect of the opinion in this clause upon opinions of local
counsel and in respect to matters of fact upon certificates of officers of
the Company or its subsidiaries, provided that such counsel shall state
that they believe that both you and they are justified in relying upon such
opinions and certificates;
(v) To the best of such counsel's knowledge and other than as set
forth in the Prospectus, there are no legal or governmental proceedings
pending to which the Company or Standard or any of their respective
subsidiaries is a party or of which any property of the Company or
Standard, or any of their respective subsidiaries is the subject which, if
determined adversely to the Company, Standard or any of their respective
subsidiaries, would individually or in the aggregate have a material
adverse effect on the business, consolidated financial position, equity or
results of operations of the Company, Standard or any of their respective
subsidiaries; to the best of such counsel's knowledge, no such proceedings
are threatened or contemplated by governmental authorities or threatened by
others; and, to the best of such counsel's knowledge, other than as
described or contemplated in the Prospectus, no legal or governmental
proceeding is pending or is currently being threatened challenging the Plan
or the consummation of the transactions contemplated thereby or the
offering of the Shares by the Underwriters;
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(vi) The issuance and sale by the Company to the Underwriters of the
Shares being delivered at such Time of Delivery and of the Policyholder
Shares to Eligible Members in exchange for their Membership Interests
pursuant to the Plan and the compliance by the Company and Standard with
all of the provisions of this Agreement, the International Underwriting
Agreement and the Plan and the consummation of the transactions herein and
therein contemplated will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default
under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument known to such counsel to which the Company,
Standard or any of their respective subsidiaries is a party or by which the
Company, Standard or any of their respective subsidiaries is bound or to
which any of the property or assets of the Company, Standard or any of
their respective subsidiaries is subject, or which affects the validity,
performance or consummation of the Plan, the Demutualization or the
transactions contemplated by this Agreement, the International Underwriting
Agreement or the Plan, nor will such action result in any violation of the
provisions of (i) the Articles of Incorporation or By-laws of the Company
or Standard or (ii) any statute or any order, rule or regulation known to
such counsel of any court or insurance regulatory agency or other
governmental agency or body having jurisdiction over the Company, Standard
or any of their respective subsidiaries or any of their properties, except
in the case of this clause (ii), as would not have a material adverse
effect on the business, financial position, equity, reserves, surplus,
results of operations or prospects of the Company, Standard or any of their
respective subsidiaries, and except that the Company and Standard have
applied for an exemption from certain of the prohibited transaction
restrictions of ERISA and from the related prohibited transaction excise
tax provisions of the Code, which have not yet been obtained;
(vii) All filings, consents, approvals, authorizations, orders,
licenses, certificates, permits, registrations and qualifications of or
with any court, insurance regulatory agency or governmental agency or body
of the United States or any state thereof required in connection with the
issuance and sale by the Company to the Underwriters of the Shares being
delivered at such Time of Delivery and of the Policyholder Shares to
Eligible Members in exchange for their Membership Interests pursuant to the
Plan have been obtained and are in full force and effect, except that the
Company and Standard have applied for an exemption from certain of the
prohibited transaction restrictions of ERISA and from the related
prohibited transaction excise tax provisions of the Code, which have not
yet been obtained, and that such counsel need express no opinion as to
state securities or Blue Sky laws or state insurance securities laws in
connection with the purchase and distribution of the Shares by the
Underwriters; and all other filings, consents, approvals, authorizations,
orders, licenses, certificates, permits, registrations and qualifications
of or with any court, insurance regulatory agency or other governmental
agency or body required to be obtained or made on or prior to the Effective
Date in connection with the Demutualization or for the consummation by the
Company and Standard of the transactions contemplated by this Agreement,
the International Underwriting Agreement or the Plan have been so obtained
or made and are in full force and effect, except that the Company and
Standard have applied for an exemption from certain of the prohibited
transaction restrictions of ERISA and from the related prohibited
transaction restrictions of the Code, which have not yet been obtained, and
except as set forth in the Prospectus or to the extent that the failure to
obtain or make any such filings, consents, approvals, authorizations,
orders, registrations, licenses, certificates, permits or qualifications
would not, individually or in the aggregate, have a material adverse effect
on the business, financial position, equity or results of operations of the
Company, Standard or any of their respective subsidiaries and
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which will not affect the validity, performance of or consummation of the
transactions contemplated by this Agreement, the International Underwriting
Agreement and the Plan;
(viii) In accordance with Oregon law, the Plan has been duly adopted
by the required vote of the Board of Directors of Standard and all
necessary approvals for the Plan to become effective have been duly
obtained from Eligible Members and the Director, all such approvals are in
full force and effect and no other approvals are required to be obtained
under Oregon law for the effectiveness of the Plan;
(ix) To such counsel's knowledge, neither the Company nor Standard
nor any of their respective subsidiaries is in violation of its Articles of
Incorporation or By-laws or in default in the performance or observance of
any material obligation, agreement, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement, lease or other
agreement or instrument to which it is a party or by which it or any of its
properties may be bound;
(x) None of the Company, Standard or any of their respective
subsidiaries is required to be registered as an investment company with the
Commission or in any jurisdiction where it conducts business; to the best
of such counsel's knowledge, each of the Company, Standard and their
respective subsidiaries is registered in all capacities with each Federal,
state, local or other governmental authority and is registered with, a
member of, or a participant in, each self-regulatory organization, in each
case, as is necessary to conduct its business as described in or
contemplated by the Prospectus except as set forth in the Prospectus or
where the failure to be so registered would not, individually or in the
aggregate, have a material adverse effect on the business, financial
position, equity, reserves, surplus, results of operations or prospects of
the Company, Standard or any of their respective subsidiaries; to the best
of such counsel's knowledge, all such registrations and memberships are in
full force and effect and neither the Company nor Standard nor any of their
respective subsidiaries has received any notice of any event, inquiry,
investigation or proceeding that would reasonably be expected to result in
the suspension, revocation or limitation of any such registrations, or
memberships, except as set forth in the Prospectus or any such suspension,
revocation or limitation which would not, individually or in the aggregate,
have a material adverse effect on the business, financial position, equity,
reserves, surplus, results of operations or prospects of the Company,
Standard or any of their respective subsidiaries; to such counsel's
knowledge, each of the Company, Standard and their respective subsidiaries
is in compliance with all applicable laws, rules, regulations, orders, by-
laws, and similar requirements in connection with such registrations or
memberships, as the case may be, except as set forth in the Prospectus or
where the failure to so comply would not, individually or in the aggregate,
have a material adverse effect on the business, financial position, equity
or results of operations of the Company, Standard or any of their
respective subsidiaries;
(xi) Each Broker-Dealer Subsidiary is duly licensed or registered as
a broker-dealer in each jurisdiction (including the United States) where it
is required to be so licensed or registered to conduct its business, in
each case, with such exceptions, individually or in the aggregate, as would
not have a material adverse effect on the business, financial position,
equity, reserves, surplus, results of operations or prospects of the
Company, Standard or any of their respective subsidiaries; each Broker-
Dealer Subsidiary has all other
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necessary Consents of and from all applicable regulatory authorities to
conduct their respective businesses, in each case with such exceptions,
individually or in the aggregate, as would not have a material adverse
effect on the business, financial position, equity, reserves, surplus,
results of operations or prospects of the Company, Standard or any of their
respective subsidiaries; except as otherwise described in the Prospectus,
to such counsel's knowledge none of the Broker-Dealer Subsidiaries has
received any notification from any applicable regulatory authority to the
effect that any additional Consents are needed to be obtained by such
subsidiary in any case where it could reasonably be expected that (x) any
of the Broker-Dealer Subsidiaries would in fact be required to obtain any
such additional Consents or cease or otherwise limit engaging in certain
business and (y) the failure to have such Consents or limiting such
business would have a material adverse effect on the business, financial
position, equity, reserves, surplus, results of operations or prospects of
the Company, Standard or any of their respective subsidiaries; and, to such
counsel's knowledge, each Broker-Dealer Subsidiary is in compliance with
the requirements of the applicable broker-dealer laws and regulations of
each jurisdiction which is applicable to such subsidiary, and has filed all
notices, reports, documents or other information required to be filed
thereunder, in each case with such exceptions, individually or in the
aggregate, as would not have a material adverse effect on the business,
financial position, equity, reserves, surplus, results of operations or
prospects of the Company, Standard or any of their respective subsidiaries;
(xii) The statements set forth in the Prospectus under the captions
"Risk Factors Holding Company Dividends May Be Affected by Limitation on
Dividends Imposed on Standard Insurance Company", "Risk Factors - Challenge
to Director's Approval of Plan May Adversely Affect Terms of
Demutualization", "Risk Factors - Environmental Liability Exposure May
Result From Mortgage Loans and Real Estate Investments", "The
Demutualization", "Business - Regulation" and "Business - Competition -
Other Competitive Factors", insofar as they purport to describe the
provisions of the laws and documents referred to therein, are accurate,
complete and fair in all material respects;
(xiii) To the best of such counsel's knowledge, other than as
described or contemplated in the Prospectus, no legal or governmental
proceeding is pending or is currently being threatened challenging the Plan
or the consummation of the transactions contemplated thereby or the
offering of the Shares by the Underwriters;
(xiv) To the best of such counsel's knowledge, the Company has made
all required filings under applicable insurance holding company statutes,
and has received approvals of acquisition of control and/or affiliate
transactions in each jurisdiction in which such filings or approvals are
required, except where the failure to have made such filings or to receive
such approvals in any such jurisdiction would not, individually or in the
aggregate with such other failures, have a material adverse effect on the
business, financial position, stockholders' equity or results of operations
of the Company or any of its subsidiaries; to the best of such counsel's
knowledge, each of the Company, Standard and their respective subsidiaries
has all necessary Consents of and from, and has made all Filings with, all
insurance regulatory authorities, all Federal, state, local and other
governmental authorities, all self-regulatory organizations and all courts
and other tribunals, necessary to own, lease, license and use its
properties and assets and to conduct its business in the manner described
in the Prospectus, except where the failure to have such Consents or to
make such Filings would
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<PAGE>
not, individually or in the aggregate, have a material adverse effect on
the business, financial position, equity, reserves, surplus, results of
operations or prospects of the Company, Standard or any of their respective
subsidiaries; to the best of such counsel's knowledge, all such Consents
and Filings are in full force and effect and neither the Company nor
Standard nor any of their subsidiaries has received a notice of any event,
inquiry, investigation or proceeding that would reasonably be expected to
result in the suspension, revocation or limitation of any such Consent or
otherwise impose any limitation on the conduct of the business of the
Company, Standard or any such subsidiary, except as set forth in the
Prospectus or any such suspension, revocation or limitation which would
not, individually or in the aggregate, have a material adverse effect on
the business, financial position, equity or results of operations of the
Company, Standard or any of their respective subsidiaries;
(xv) Standard is duly licensed or authorized as an insurer or
reinsurer to conduct its business under the insurance laws of each
jurisdiction where it is required to be so licensed or authorized to
conduct its business as described in the Prospectus, except where the
failure to be so licensed or authorized would not, individually or in the
aggregate, have a material adverse effect on the business, financial
position, equity or results of operations of Standard; all such licenses or
authorizations are in full force and effect and, to the best of such
counsel's knowledge, neither the Company nor Standard nor any of their
respective subsidiaries has received any notice of any event, inquiry,
investigation or proceeding that would reasonably be expected to result in
the suspension, revocation or limitation of any such licenses or
authorizations or otherwise impose any limitation on the conduct of the
business of Standard, except any such suspension, revocation or limitation
which would not, individually or in the aggregate, have a material adverse
effect on the business, financial position, equity or results of operations
of Standard and to such counsel's knowledge, there is no sustainable basis
for any such suspension, revocation or limitation; and, to such counsel's
knowledge, Standard is in compliance with, and conducts its business in
conformity with, all applicable insurance laws and regulations, except
where the failure to comply or conform would not have a material adverse
effect on its business, financial position, equity or results of
operations; and
(xvi) Such counsel does not know of any amendment to the Registration
Statement required to be filed or of any contracts or other documents of a
character required to be filed as an exhibit to the Registration Statement
or required to be described in the Registration Statement or the Prospectus
which are not filed or described as required.
Such counsel shall also state that while they have not themselves checked
the accuracy and completeness of, or otherwise verified, and are not passing
upon and assume no responsibility for the accuracy or completeness of, the
statements contained in the Registration Statement or the Prospectus, except to
the limited extent stated in paragraph (iii) above, in the course of their
review and discussion of the contents of the Registration Statement and the
Prospectus with certain officers and employees of the Company and its
independent accountants, but without independent check or verification, no facts
have come to their attention which cause them to believe that the Registration
Statement (other than the financial statements and schedules and other financial
information contained therein, as to which they need express no belief) at the
time it became effective contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements contained therein not misleading, or that
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the Prospectus (other than the financial statements and schedules and other
financial information contained therein as to which they need express no
belief), as of its date and as of the date of such opinion, contains any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading.
(e) Stoel Rives, LLP, Oregon counsel to the Company, shall have furnished
to you their written opinion (a draft of such opinion is attached as Annex II(d)
hereto), dated such Time of Delivery, in form and substance satisfactory to you,
to the effect that:
(i) The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Oregon;
(ii) Standard has been duly incorporated and is validly existing as a
stock life insurance company in good standing under the laws of the State
of Oregon;
(iii) This Agreement and the International Underwriting Agreement
have been duly authorized, executed and delivered by the Company and
Standard; and
(iv) The statements set forth in the Prospectus under the caption
"Description of Capital Stock", insofar as they purport to constitute a
summary of the terms of the Stock, are accurate, complete and fair in all
material respects.
(f) On the date of the Prospectus at a time prior to the execution of this
Agreement, at 9:30 a.m., New York City time, on the effective date of any post-
effective amendment to the Registration Statement filed subsequent to the date
of this Agreement and also at each Time of Delivery, Deloitte & Touche shall
have furnished to you a letter or letters, dated the respective dates of
delivery thereof, in form and substance satisfactory to you, to the effect set
forth in Annex I hereto (the executed copy of the letter delivered prior to the
execution of this Agreement is attached as Annex I(a) hereto and a draft of the
form of letter to be delivered on the effective date of any post-effective
amendment to the Registration Statement and as of each Time of Delivery is
attached as Annex I(b) hereto);
(g) (i) Neither the Company nor Standard nor any of their respective
subsidiaries shall have sustained since the date of the latest audited financial
statements included in the Prospectus any loss or interference with its business
from fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order or
decree, otherwise than as set forth or contemplated in the Prospectus, and (ii)
since the respective dates as of which information is given in the Prospectus
there shall not have been (A) any addition, or any development involving a
prospective addition, to Standard's liability for future policyholder benefits
and claims, (B) any change in the capital stock of the Company, Standard or any
of their respective subsidiaries, (C) any change in the long-term debt of the
Company, Standard or any of their respective subsidiaries or (D) any change, or
any development involving a prospective change, in or affecting the general
affairs or management or the financial position, equity or results of operations
(in each case considered on either a statutory or a GAAP basis) of the Company,
Standard or their respective subsidiaries, otherwise than as set forth or
contemplated in the Prospectus, the effect of which, in any such case described
in Clause (i) or (ii), is in the judgment of the Representatives so material and
adverse as to make it impracticable or inadvisable to
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proceed with the public offering or the delivery of the Shares being delivered
at such Time of Delivery on the terms and in the manner contemplated in the
Prospectus;
(h) On or after the date hereof (i) no downgrading shall have occurred in
the rating accorded Standard's financial strength or claims paying ability by
any of Moody's Investor Services, Inc., Standard & Poor's Rating Services, Duff
& Phelps Inc. or A.M. Best & Co., and (ii) no such organization shall have
publicly announced that it has under surveillance or review, with possible
negative implications, its rating of Standard's financial strength or claims
paying ability;
(i) On or after the date hereof there shall not have occurred any of the
following: (i) a suspension or material limitation in trading in securities
generally on the Exchange; (ii) a suspension or material limitation in trading
in the Company's securities on the Exchange; (iii) a general moratorium on
commercial banking activities declared by either Federal, New York, California,
or Oregon State authorities; or (iv) the outbreak or escalation of hostilities
involving the United States or the declaration by the United States of a
national emergency or war, if the effect of any such event specified in this
Clause (iv) in the judgment of the Representatives makes it impracticable or
inadvisable to proceed with the public offering or the delivery of the Shares
being delivered at such Time of Delivery on the terms and in the manner
contemplated in the Prospectus;
(j) The Transaction Shares to be issued by the Company shall have been duly
listed, subject to notice of issuance, on the Exchange;
(k) Prior to or contemporaneously with the First Time of Delivery, each of
the actions required to occur and conditions required to be satisfied on or
prior to the Effective Date pursuant to the Plan shall have occurred or been
satisfied;
(l) With respect to the First Time of Delivery, the Plan shall,
concurrently therewith, become effective in accordance with its terms;
(m) The Company shall have complied with the provisions of Section 5(c)
hereof with respect to the furnishing of prospectuses on the New York Business
Day next succeeding the date of this Agreement;
(n) No appeal of the Director's Order or other action challenging the
validity of the Demutualization or the approval thereof shall have been filed
and remain outstanding the effect of which, in the judgment of the
Representatives, makes it impracticable or inadvisable to proceed with the
public offering or the delivery of the Transaction Shares being delivered at
such Time of Delivery on the terms and in the manner contemplated in the
Prospectus; and
(o) The Company and Standard shall have each furnished or caused to be
furnished to you at such Time of Delivery certificates of officers of the
Company and Standard satisfactory to you as to the accuracy of the
representations and warranties of the Company and Standard, respectively, herein
at and as of such Time of Delivery, as to the performance by the Company and
Standard, respectively, of all of their respective obligations hereunder to be
performed at or prior to such Time of Delivery, as to the matters set forth in
subsections (a) and (g) of this Section and as to such other matters as you may
reasonably request.
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8. (a) The Company and Standard will, jointly and severally, indemnify
and hold harmless each Underwriter against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement or the Prospectus, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such
action or claim as such expenses are incurred; provided, however, that the
Company and Standard shall not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any Preliminary Prospectus, the Registration Statement or the Prospectus or any
such amendment or supplement in reliance upon and in conformity with written
information furnished to the Company or Standard by any Underwriter through
Goldman, Sachs & Co. expressly for use therein.
(b) Each Underwriter will indemnify and hold harmless the Company or
Standard, as applicable, against any losses, claims, damages or liabilities to
which the Company or Standard may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Prospectus, the
Registration Statement or the Prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in any Preliminary Prospectus, the Registration
Statement or the Prospectus or any such amendment or supplement in reliance upon
and in conformity with written information furnished to the Company or Standard
by such Underwriter through Goldman, Sachs & Co. expressly for use therein; and
will reimburse the Company or Standard, as applicable, for any legal or other
expenses reasonably incurred by the Company or Standard in connection with
investigating or defending any such action or claim as such expenses are
incurred.
(c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written
consent of the
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indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act, by or on behalf of any indemnified
party.
(d) If the indemnification provided for in this Section 8 is unavailable to
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company and Standard on the one hand and the Underwriters on the other
from the offering of the Shares. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under subsection (c) above,
then each indemnifying party shall contribute to such amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect not only
such relative benefits but also the relative fault of the Company and Standard
on the one hand and the Underwriters on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company and
Standard on the one hand and the Underwriters on the other shall be deemed to be
in the same proportion as the total net proceeds from the offering of the Shares
purchased under this Agreement (before deducting expenses) received by the
Company bear to the total underwriting discounts and commissions received by the
Underwriters with respect to the Shares purchased under this Agreement, in each
case as set forth in the table on the cover page of the Prospectus. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company or Standard on the one hand or the Underwriters on the other and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company, Standard and the
Underwriters agree that it would not be just and equitable if contributions
pursuant to this subsection (d) were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (d), no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Shares underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations in this subsection
(d) to contribute are several in proportion to their respective underwriting
obligations and not joint.
-24-
<PAGE>
(e) The obligations of the Company and Standard under this Section 8 shall
be in addition to any liability which the Company and Standard may otherwise
have and shall extend, upon the same terms and conditions, to each person, if
any, who controls any Underwriter within the meaning of the Act; and the
obligations of the Underwriters under this Section 8 shall be in addition to any
liability which the respective Underwriters may otherwise have and shall extend,
upon the same terms and conditions, to each officer and director of the Company
or Standard (including any person who, with his or her consent, is named in the
Registration Statement as a nominee to become a director of the Company) and to
each person, if any, who controls the Company or Standard within the meaning of
the Act.
9. (a) If any Underwriter shall default in its obligation to purchase
the Shares which it has agreed to purchase hereunder at a Time of Delivery, you
may in your discretion arrange for you or another party or other parties to
purchase such Shares on the terms contained herein. If within thirty-six hours
after such default by any Underwriter you do not arrange for the purchase of
such Shares, then the Company shall be entitled to a further period of thirty-
six hours within which to procure another party or other parties satisfactory to
you to purchase such Shares on such terms. In the event that, within the
respective prescribed periods, you notify the Company that you have so arranged
for the purchase of such Shares, or the Company notifies you that it has so
arranged for the purchase of such Shares, you or the Company shall have the
right to postpone such Time of Delivery for a period of not more than seven
days, in order to effect whatever changes may thereby be made necessary in the
Registration Statement or the Prospectus, or in any other documents or
arrangements, and the Company agrees to file promptly any amendments to the
Registration Statement or the Prospectus which in your opinion may thereby be
made necessary. The term "Underwriter" as used in this Agreement shall include
any person substituted under this Section with like effect as if such person had
originally been a party to this Agreement with respect to such Shares.
(b) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate number of such Shares which
remains unpurchased does not exceed one-eleventh of the aggregate number of all
the Shares to be purchased at such Time of Delivery, then the Company shall have
the right to require each non-defaulting Underwriter to purchase the number of
Shares which such Underwriter agreed to purchase hereunder at such Time of
Delivery and, in addition, to require each non-defaulting Underwriter to
purchase its pro rata share (based on the number of Shares which such
Underwriter agreed to purchase hereunder) of the Shares of such defaulting
Underwriter or Underwriters for which such arrangements have not been made; but
nothing herein shall relieve a defaulting Underwriter from liability for its
default.
(c) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate number of such Shares which
remains unpurchased exceeds one-eleventh of the aggregate number of all the
Shares to be purchased at such Time of Delivery, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Shares of a defaulting Underwriter or Underwriters,
then this Agreement (or, with respect to the Second Time of Delivery, the
obligations of the Underwriters to purchase and of the Company to sell the
Optional Shares) shall thereupon terminate, without liability on the part of any
non-defaulting Underwriter or the Company, except for the expenses to be borne
by the Company and Standard, and the Underwriters as provided in Section 6
hereof and the indemnity
-25-
<PAGE>
and contribution agreements in Section 8 hereof; but nothing herein shall
relieve a defaulting Underwriter from liability for its default.
10. The respective indemnities, agreements, representations, warranties
and other statements of the Company and Standard, and the several Underwriters,
as set forth in this Agreement or made by or on behalf of them, respectively,
pursuant to this Agreement, shall remain in full force and effect, regardless of
any investigation (or any statement as to the results thereof) made by or on
behalf of any Underwriter or any controlling person of any Underwriter, or the
Company, Standard or any officer or director or controlling person of the
Company or Standard, and shall survive delivery of and payment for the Shares.
11. If this Agreement shall be terminated pursuant to Section 9 hereof,
neither the Company nor Standard shall then be under any liability to any
Underwriter except as provided in Sections 6 and 8 hereof; but, if for any other
reason, any Shares are not delivered by or on behalf of the Company as provided
herein, the Company and Standard, jointly and severally, will reimburse the
Underwriters through you for all out-of-pocket expenses approved in writing by
you, including fees and disbursements of counsel, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and delivery of the
Shares not so delivered, but the Company and Standard shall then be under no
further liability to any Underwriter in respect of the Shares not so delivered
except as provided in Sections 6 and 8 hereof.
12. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you jointly or by Goldman, Sachs & Co. on behalf of you as the
representatives.
All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to you as the representatives in care of Goldman, Sachs &
Co., 32 Old Slip, 9/th/ Floor, New York, New York 10005, Attention: Registration
Department; and if to the Company shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Company set forth in the
Registration Statement, Attention: Secretary; provided, however, that any notice
to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by
mail, telex or facsimile transmission to such Underwriter at its address set
forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by you upon
request. Any such statements, requests, notices or agreements shall take effect
upon receipt thereof.
13. This Agreement shall be binding upon, and inure solely to the benefit
of, the Underwriters, the Company and Standard and, to the extent provided in
Sections 8 and 10 hereof, the officers and directors of the Company and Standard
and each person who controls the Company, Standard (including any person who,
with his consent is named in the Registration Statement as a nominee to become a
director of the Company) or any Underwriter, and their respective heirs,
executors, administrators, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Agreement. No purchaser of
any of the Shares from any Underwriter shall be deemed a successor or assign by
reason merely of such purchase.
14. Time shall be of the essence of this Agreement. As used herein, the
term "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.
-26-
<PAGE>
15. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.
If the foregoing is in accordance with your understanding, please sign and
return to us __ counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Underwriters, the Company and
Standard. It is understood that your acceptance of this letter on behalf of
each of the Underwriters is pursuant to the authority set forth in a form of
Agreement among Underwriters (U.S. Version), the form of which shall be
submitted to the Company and Standard for examination upon request, but without
warranty on your part as to the authority of the signers thereof.
Very truly yours,
STANCORP FINANCIAL GROUP, INC.
By:____________________________________
Name:
Title:
STANDARD INSURANCE COMPANY
By:____________________________________
Name:
Title:
Accepted as of the date hereof:
Goldman, Sachs & Co.
Name(s) of Co-Representative(s)
By:___________________________
(Goldman, Sachs & Co.)
On behalf of each of the Underwriters
-27-
<PAGE>
SCHEDULE I
Total Number of Total Number of
Firm Shares Firm Shares
Underwriter to be Purchased to be Purchased
----------- --------------- ---------------
Goldman, Sachs & Co. .................
[Name(s) of Co-Representative(s)(2)] .
[Names of other Underwriters] ........
---------------- ---------------
Total. .....................
================ ===============
<PAGE>
ANNEX I
Pursuant to Section 7(f) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:
(i) They are independent certified public accountants with respect to
the Company and Standard and their respective subsidiaries within the
meaning of the Act and the applicable rules and regulations adopted by the
Commission;
(ii) In their opinion, the financial statements and any supplementary
financial information and schedules (and, if applicable, financial
forecasts and/or pro forma financial information) examined by them and
included in the Prospectus or the Registration Statement comply as to form
in all material respects with the applicable accounting requirements of the
Act and the related rules and regulations adopted by the Commission; and,
if applicable, they have made an examination or a review in accordance with
standards established by the American Institute of Certified Public
Accountants of the unaudited consolidated interim financial statements,
selected financial data, pro forma financial information, financial
forecasts, management's discussion and analysis and/or condensed financial
statements derived from audited financial statements of the Company and
Standard for the periods specified in such letter, as indicated in their
reports thereon, copies of which have been separately furnished to the
representatives of the Underwriters (the "Representatives");
(iii) They have made a review in accordance with standards
established by the American Institute of Certified Public Accountants of
the unaudited condensed consolidated statements of income, consolidated
balance sheets and consolidated statements of cash flows included in the
Prospectus as indicated in their reports thereon copies of which have been
separately furnished to the Representatives and on the basis of specified
procedures including inquiries of officials of the Company and Standard who
have responsibility for financial and accounting matters regarding whether
the unaudited condensed consolidated financial statements referred to in
paragraph (vi)(A)(i) below comply as to form in all material respects with
the applicable accounting requirements of the Act and the related rules and
regulations adopted by the Commission, nothing came to their attention that
cause them to believe that the unaudited condensed consolidated financial
statements do not comply as to form in all material respects with the
applicable accounting requirements of the Act and the related rules and
regulations adopted by the Commission;
(iv) The unaudited selected financial information with respect to the
consolidated results of operations and financial position of Standard for
the five most recent fiscal years included in the Prospectus agrees with
the corresponding amounts (after restatements where applicable) in the
audited consolidated financial statements of Standard for such five fiscal
years;
(v) They have compared the information in the Prospectus under
selected captions with the disclosure requirements of Regulation S-K and on
the basis of limited
I-1
<PAGE>
procedures specified in such letter nothing came to their attention as a
result of the foregoing procedures that caused them to believe that this
information does not conform in all material respects with the disclosure
requirements of Items 301, 302, 402 and 503(d), respectively, of Regulation
S-K;
(vi) On the basis of limited procedures, not constituting an
examination in accordance with generally accepted auditing standards,
consisting of a reading of the unaudited financial statements and other
information referred to below, a reading of the latest available interim
financial statements of the Company and Standard and their respective
subsidiaries, inspection of the minute books of the Company and Standard
and their respective subsidiaries since the date of the latest audited
financial statements included in the Prospectus, inquiries of officials of
the Company and Standard and their respective subsidiaries responsible for
financial and accounting matters and such other inquiries and procedures as
may be specified in such letter, nothing came to their attention that
caused them to believe that:
(A) (i) the unaudited consolidated statements of income,
consolidated balance sheets and consolidated statements of cash flows
included in the Prospectus do not comply as to form in all material
respects with the applicable accounting requirements of the Act and
the related rules and regulations adopted by the Commission, or (ii)
any material modifications should be made to the unaudited condensed
consolidated statements of income, consolidated balance sheets and
consolidated statements of cash flows included in the Prospectus for
them to be in conformity with generally accepted accounting
principles;
(B) any other unaudited income statement data and balance sheet
items included in the Prospectus do not agree with the corresponding
items in the unaudited consolidated financial statements from which
such data and items were derived, and any such unaudited data and
items were not determined on a basis substantially consistent with the
basis for the corresponding amounts in the audited consolidated
financial statements included in the Prospectus;
(C) the unaudited financial statements which were not included in
the Prospectus but from which were derived any unaudited condensed
financial statements referred to in Clause (A) and any unaudited
income statement data and balance sheet items included in the
Prospectus and referred to in Clause (B) were not determined on a
basis substantially consistent with the basis for the audited
consolidated financial statements included in the Prospectus;
(D) any unaudited pro forma consolidated condensed financial
statements included in the Prospectus do not comply as to form in all
material respects with the applicable accounting requirements of the
Act and the rules and regulations adopted by the Commission or the pro
forma adjustments have not been properly applied to the historical
amounts in the compilation of those statements;
I-2
<PAGE>
(E) as of a specified date not more than five days prior to the
date of such letter, there have been any increase in the consolidated
short-term or long-term debt or liability for future policyholder
benefits and claims of Standard and its subsidiaries, or any decreases
in consolidated net current assets or equity or other items specified
by the Representatives, or any increases in any items specified by the
Representatives, in each case as compared with amounts shown in the
latest balance sheet included in the Prospectus, except in each case
for changes, increases or decreases which the Prospectus discloses
have occurred or may occur or which are described in such letter; and
(F) for the period from the date of the latest financial
statements included in the Prospectus to the specified date referred
to in Clause (E) there were any decreases in consolidated net
revenues, net premiums, net investment income or income before Federal
income taxes and extraordinary items or the total or per share amounts
of consolidated net income or other items specified by the
Representatives, or any increases in any items specified by the
Representatives, in each case as compared with the comparable period
of the preceding year and with any other period of corresponding
length specified by the Representatives, except in each case for
decreases or increases which the Prospectus discloses have occurred or
may occur or which are described in such letter; and
(vii) In addition to the examination referred to in their report(s)
included in the Prospectus and the limited procedures, inspection of minute
books, inquiries and other procedures referred to in paragraphs (iii) and
(vi) above, they have carried out certain specified procedures, not
constituting an examination in accordance with generally accepted auditing
standards, with respect to certain amounts, percentages and financial
information specified by the Representatives, which are derived from the
general accounting records of Standard and its subsidiaries, which appear
in the Prospectus, or in Part II of, or in exhibits and schedules to, the
Registration Statement specified by the Representatives, and have compared
certain of such amounts, percentages and financial information with the
accounting records of Standard and its subsidiaries and have found them to
be in agreement.
I-3
<PAGE>
Exhibit 8.1
March 19, 1999
StanCorp Financial Group, Inc.
1100 S.W. Sixth Avenue
Portland, Oregon 97204
StanCorp Financial Group, Inc.
Registration Statement on Form S-1
(File No. 333-72521)
Ladies and Gentlemen:
We have acted as special counsel to StanCorp Financial Group, Inc., an
Oregon corporation (the "Company"), in connection with the Registration
Statement on Form S-1 referenced above (the "Registration Statement") filed by
the Company with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Act"), relating to
shares of the Company's Common Stock, no par value, being offered by the
Company, including any shares that may be sold upon exercise of the
underwriters' over-allotment option and any additional shares of Common Stock
that may be registered in accordance with Rule 462(b) under the Act. Capitalized
terms used herein without definition have meanings set forth in the Registration
Statement.
In so acting, we have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such records,
documents, certificates, representations and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinion
expressed below.
We are of the opinion that the principal income tax consequences to the
Company of the consummation of the plan of reorganization under current federal
income tax law and administrative rulings of the Internal Revenue Service are as
set forth under the caption "The Demutualization--Federal Income Tax
Consequences to Standard" in the Prospectus forming part of the Registration
Statement.
The opinion is limited to the federal law of the United States and
administrative rulings of the Internal Revenue Service as in effect on the date
hereof. We have no obligation to advise you or any other person of changes in
law or in the administrative rulings of the Internal Revenue Service that occur
after the date hereof.
We are delivering this opinion to you, and, without our prior written
consent, no other persons are entitled to rely on this opinion. We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement, to the reference to our firm under the captions "The
Demutualization--Federal Income Tax Consequences to Policyholders" and
"--Federal Income Tax Consequences to Standard" and "Validity of Common Stock"
in the Prospectus forming a part thereof and to the incorporation by reference
of this opinion and consent as exhibits to any registration statement filed in
accordance with Rule 462(b) under the Act relating to the Offering. In giving
such consent, we do not thereby concede that we are within the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Debevoise & Plimpton
------------------------
Debevoise & Plimpton
<PAGE>
Exhibit 10.5
LONG TERM INCENTIVE COMPENSATION PLAN (LTIP)
PLAN YEARS - 1998-2000
Participants in the Long Term Incentive Compensation Plan are: Chairman,
President and Chief Executive Officer; Senior Vice President & Chief Financial
Officer; Senior Vice President, Group Insurance; Senior Vice President,
Individual Insurance and Retirement Plans; Senior Vice President, Investments;
Vice President, Information Systems; and Vice President and Corporate Secretary.
The LTIP payout formula for the 1998-2000 plan is:
LTIP Payout = A x B x C x D where
. A is the 20% target payout percentage
. B is the multiplier for growth
. C is the multiplier for expense control
. D is the multiplier for financial strength
The payout target is 20% of base salary. A payout may not exceed a maximum
payout of 40%. The CEO target is 30% of base salary and will not exceed a
maximum payout of 60%. The payout will be 60% in shares of Standard's stock, if
the Plan of Reorganization becomes effective, and 40% in cash. If the Plan of
Reorganization does not become effective, the payout will be in cash. The LTIP
payout will occur during the first quarter of 2001.
Description of the Growth Component
(Factor B)
The growth goals for the 1998-2000 LTIP will be as follows:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
Targeted Rates
of Growth
----------------------------------------------------------------------------------------
<S> <C>
Group Insurance premiums in force 9%*
Individual Insurance direct premiums 3%*
Group Annuities - net cash flow (deposits minus withdrawals) 10%*
Individual Annuities - net cash flow (deposits minus withdrawals) $20 million
Assest under management via mortgage loan investment subsidiary $550 million
----------------------------------------------------------------------------------------
</TABLE>
* Compounded Rates of Growth
<PAGE>
Achievement below or above the growth target will result in an adjustment in the
Growth Factor to be calculated in accordance with the following table.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
LTIP GROWTH TABLE
- ---------------------------------------------------------------------------------------------
Calculation Factors
------------------------------------------------------------------------------
% of Goal Group Individual Group Individual Investment
Achieved Insurance Insurance Annuities Annuities Subsidiaries
-------- --------- --------- --------- --------- ------------
<S> <C> <C> <C> <C> <C>
Below 80% 0% 0% 0% 0% 0%
80% 8 2 2 2 4
85% 16 4 4 4 8
90% 24 8 8 5 12
95% 32 12 12 6 18
100% 40 16 18 8 20
110% 48 20 20 10 24
120% 56 24 24 11 28
130% 64 28 28 12 32
140% 72 30 30 14 36
Above 140% 80 32 32 16 40
- ---------------------------------------------------------------------------------------------
</TABLE>
The actual factor will be interpolated from the above table.
The following is an example of how the Growth Factor is determined.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
The % of Goal And the factor derived
achieved would from the table above
Result be... would be...
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Group Insurance premiums in force 9.0% 100.0% 40.0%
Individual Insurance direct premiums 3.5% 116.7% 22.7%
Group Annuities - net cash flow 9.5% 95.0% 12.0%
Individual Annuities - net cash flow $ 21.5 million 107.5% 9.5%
Assets under management in mortgage subsidiary $495.0 million 90.0% 12.0%
-----
96.2%
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
The total in the far right column will result in a growth factor multiplier of
.962.
Description of the Expense Control
(Factor C)
The multiplier for the Expense Factor will be a range from .09 to 1.1.
Demutualization expenses will be excluded in the calculation of this Factor. The
target for the Expense Factor is set at having actual expenses increase at the
same rate as the revenue to cover expenses.
The expense factor will operate as follows:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
Percentage by which:
(1) 3-year annual compounding of expense revenue exceeds LTIP payout otherwise calculated
(2) 3-year annual compounding of actual expenses would be multiplied by:
---------------------------------------------------------------------------------------------------
<S> <C>
3.5% and more favorable 1.1
-0- 1.0
(3.5%) and less favorable .9
---------------------------------------------------------------------------------------------------
</TABLE>
The actual factor will be interpolated from the above table based on the exact
expense results.
<PAGE>
An example of the calculation of Factor C is as follows:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
Three-Year
1998 1999 2000 Compounded Increase
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Increase in expense revenue 9% 10% 9% 30.7%
Increase in actual expenses 11% 11% 9% 34.3%
The (3.6%) compounded differential would result in a multiplying factor of .9
--------------------------------------------------------------------------------------
</TABLE>
Description of the Financial Strength
(Factor D)
The Financial Strength factor will be derived from the following table:
----------------------------------
Risk-Based
Capital Ratio Factor
----------------------------------
1.150 and below .000
1.175 .500
1.200 1.000
1.250 1.000
1.300 1.000
1.350 and above 1.000
----------------------------------
The actual factor will be interpolated from the above table based on the exact
risk-based capital ratio as of December 31, 2000.
The risk-based capital ratio is the sum of surplus and the asset valuation
reserve divided by formula surplus. Formula surplus is an amount of surplus,
based on the risks of the Company's insurance business and assets, which would
ensure solvency except in the most calamitous economic scenario.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Amendment No. 3 to Registration Statement
No. 333-72521 of StanCorp Financial Group, Inc. of our reports related to
StanCorp Financial Group, Inc. and Standard Insurance Company, dated
January 21, 1999 and February 12, 1999 (March 19, 1999 as to Note 1),
respectively, appearing in the Prospectus, which is part of this Registration
Statement, and to the reference to us under the heading "Experts" in such
Prospectus.
DELOITTE & TOUCHE LLP
Portland, Oregon
March 19, 1999
<PAGE>
Exhibit 23.2
[LETTERHEAD OF MULLIMAN & ROBERTSON, INC.]
MILLIMAN & ROBERTSON, INC.
Actuaries and Consultants
Internationally Woodrow Milliman
March 19, 1999
RE: STANCORP FINANCIAL GROUP, INC.
CONSENT OF MILLIMAN & ROBERTSON, INC.
We consent to the use in this Registration Statement of Mr. McCarthy's opinion
letter as Annex A to the Prospectus and to the references made to Mr. McCarthy,
to such letter and to Milliman & Robertson, Inc., under the following captions
in the Prospectus:
THE DEMUTUALIZATION: Payment of Consideration to Eligible
Members
Closed Block Assets and Liabilities
EXPERTS
Milliman & Robertson, Inc.
By: /s/ Daniel J. McCarthy
--------------------------------
Daniel J. McCarthy, Principal
New York, New York
March 19, 1999
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Ronald E. Timpe, Eric E. Parsons and J. Gregory Ness, or any of them, as his or
her attorney-in-fact, with full power of substitution and resubstitution, to
sign and file on his or her behalf individually and in each capacity stated
below any and all amendments (including post-effective amendments) to this
registration statement and any subsequent registration statement filed by
StanCorp Financial Group, Inc. pursuant to Rule 462(b) of the Securities Act of
1933, as fully as such person could do in person, hereby verifying and
confirming all that such attorney-in-fact, or his substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<S> <C>
</TABLE>
Signatures Title Date
/s/ Ronald E. Timpe Chairman of the February 17,
- ------------------------------------ Board, President, 1999
Ronald E. Timpe Chief Executive
Officer and
Director
(Principal
Executive Officer)
/s/ Eric E. Parsons Senior Vice February 17,
- ------------------------------------ President, Chief 1999
Eric E. Parsons Financial Officer
(Principal
Financial Officer)
and Director
/s/ J. Gregory Ness Vice President, February 17,
- ------------------------------------ Corporate 1999
J. Gregory Ness Secretary and
Directors
/s/ Patricia J. Brown Assistant Vice February 17,
- ------------------------------------ President and 1999
Patricia J. Brown Controller
(Principal
Accounting
Officer)
<TABLE>
<S> <C>
</TABLE>
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Ronald E. Timpe, Eric E. Parsons and J. Gregory Ness, or any of them, as his or
her attorney-in-fact, with full power of substitution and resubstitution, to
sign and file on his or her behalf individually and in each capacity stated
below any and all amendments (including post-effective amendments) to this
registration statement and any subsequent registration statement filed by
StanCorp Financial Group, Inc. pursuant to Rule 462(b) of the Securities Act of
1933, as fully as such person could do in person, hereby verifying and
confirming all that such attorney-in-fact, or his substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/s/ Virginia L. Anderson Director February 22,
- ------------------------------------- 1999
Virginia L. Anderson
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Ronald E. Timpe, Eric E. Parsons and J. Gregory Ness, or any of them, as his or
her attorney-in-fact, with full power of substitution and resubstitution, to
sign and file on his or her behalf individually and in each capacity stated
below any and all amendments (including post-effective amendments) to this
registration statement and any subsequent registration statement filed by
StanCorp Financial Group, Inc. pursuant to Rule 462(b) of the Securities Act of
1933, as fully as such person could do in person, hereby verifying and
confirming all that such attorney-in-fact, or his substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/s/ John E. Chapoton Director February 25,
- ------------------------------------- 1999
John E. Chapoton
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Ronald E. Timpe, Eric E. Parsons and J. Gregory Ness, or any of them, as his or
her attorney-in-fact, with full power of substitution and resubstitution, to
sign and file on his or her behalf individually and in each capacity stated
below any and all amendments (including post-effective amendments) to this
registration statement and any subsequent registration statement filed by
StanCorp Financial Group, Inc. pursuant to Rule 462(b) of the Securities Act of
1933, as fully as such person could do in person, hereby verifying and
confirming all that such attorney-in-fact, or his substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/s/ Frederick W. Buckman Director February 20,
- ------------------------------------- 1999
Frederick W. Buckman
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Ronald E. Timpe, Eric E. Parsons and J. Gregory Ness, or any of them, as his or
her attorney-in-fact, with full power of substitution and resubstitution, to
sign and file on his or her behalf individually and in each capacity stated
below any and all amendments (including post-effective amendments) to this
registration statement and any subsequent registration statement filed by
StanCorp Financial Group, Inc. pursuant to Rule 462(b) of the Securities Act of
1933, as fully as such person could do in person, hereby verifying and
confirming all that such attorney-in-fact, or his substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/s/ Barry J. Gent Director February 22,
- ------------------------------------- 1999
Barry J. Gent
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Ronald E. Timpe, Eric E. Parsons and J. Gregory Ness, or any of them, as his or
her attorney-in-fact, with full power of substitution and resubstitution, to
sign and file on his or her behalf individually and in each capacity stated
below any and all amendments (including post-effective amendments) to this
registration statement and any subsequent registration statement filed by
StanCorp Financial Group, Inc. pursuant to Rule 462(b) of the Securities Act of
1933, as fully as such person could do in person, hereby verifying and
confirming all that such attorney-in-fact, or his substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/s/ Richard Geary Director February 22,
- ------------------------------------- 1999
Richard Geary
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Ronald E. Timpe, Eric E. Parsons and J. Gregory Ness, or any of them, as his or
her attorney-in-fact, with full power of substitution and resubstitution, to
sign and file on his or her behalf individually and in each capacity stated
below any and all amendments (including post-effective amendments) to this
registration statement and any subsequent registration statement filed by
StanCorp Financial Group, Inc. pursuant to Rule 462(b) of the Securities Act of
1933, as fully as such person could do in person, hereby verifying and
confirming all that such attorney-in-fact, or his substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/s/ Peter T. Johnson Director February 22,
- ------------------------------------- 1999
Peter T. Johnson
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Ronald E. Timpe, Eric E. Parsons and J. Gregory Ness, or any of them, as his or
her attorney-in-fact, with full power of substitution and resubstitution, to
sign and file on his or her behalf individually and in each capacity stated
below any and all amendments (including post-effective amendments) to this
registration statement and any subsequent registration statement filed by
StanCorp Financial Group, Inc. pursuant to Rule 462(b) of the Securities Act of
1933, as fully as such person could do in person, hereby verifying and
confirming all that such attorney-in-fact, or his substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/s/ Peter O. Kohler Director February 22,
- ------------------------------------- 1999
Peter O. Kohler
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Ronald E. Timpe, Eric E. Parsons and J. Gregory Ness, or any of them, as his or
her attorney-in-fact, with full power of substitution and resubstitution, to
sign and file on his or her behalf individually and in each capacity stated
below any and all amendments (including post-effective amendments) to this
registration statement and any subsequent registration statement filed by
StanCorp Financial Group, Inc. pursuant to Rule 462(b) of the Securities Act of
1933, as fully as such person could do in person, hereby verifying and
confirming all that such attorney-in-fact, or his substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/s/ Jerome J. Meyer Director February 23,
- ------------------------------------- 1999
Jerome J. Meyer
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Ronald E. Timpe, Eric E. Parsons and J. Gregory Ness, or any of them, as his or
her attorney-in-fact, with full power of substitution and resubstitution, to
sign and file on his or her behalf individually and in each capacity stated
below any and all amendments (including post-effective amendments) to this
registration statement and any subsequent registration statement filed by
StanCorp Financial Group, Inc. pursuant to Rule 462(b) of the Securities Act of
1933, as fully as such person could do in person, hereby verifying and
confirming all that such attorney-in-fact, or his substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/s/ Ralph R. Peterson Director February 25,
- ------------------------------------- 1999
Ralph R. Peterson
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Ronald E. Timpe, Eric E. Parsons and J. Gregory Ness, or any of them, as his or
her attorney-in-fact, with full power of substitution and resubstitution, to
sign and file on his or her behalf individually and in each capacity stated
below any and all amendments (including post-effective amendments) to this
registration statement and any subsequent registration statement filed by
StanCorp Financial Group, Inc. pursuant to Rule 462(b) of the Securities Act of
1933, as fully as such person could do in person, hereby verifying and
confirming all that such attorney-in-fact, or his substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/s/ E. Kay Stepp Director February 22,
- ------------------------------------- 1999
E. Kay Stepp
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Ronald E. Timpe, Eric E. Parsons and J. Gregory Ness, or any of them, as his or
her attorney-in-fact, with full power of substitution and resubstitution, to
sign and file on his or her behalf individually and in each capacity stated
below any and all amendments (including post-effective amendments) to this
registration statement and any subsequent registration statement filed by
StanCorp Financial Group, Inc. pursuant to Rule 462(b) of the Securities Act of
1933, as fully as such person could do in person, hereby verifying and
confirming all that such attorney-in-fact, or his substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/s/ William Swindells Director February 25,
- ------------------------------------- 1999
William Swindells
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Ronald E. Timpe, Eric E. Parsons and J. Gregory Ness, or any of them, as his or
her attorney-in-fact, with full power of substitution and resubstitution, to
sign and file on his or her behalf individually and in each capacity stated
below any and all amendments (including post-effective amendments) to this
registration statement and any subsequent registration statement filed by
StanCorp Financial Group, Inc. pursuant to Rule 462(b) of the Securities Act of
1933, as fully as such person could do in person, hereby verifying and
confirming all that such attorney-in-fact, or his substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/s/ Mike Thorne Director February 22,
- ------------------------------------- 1999
Mike Thorne
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Ronald E. Timpe, Eric E. Parsons and J. Gregory Ness, or any of them, as his or
her attorney-in-fact, with full power of substitution and resubstitution, to
sign and file on his or her behalf individually and in each capacity stated
below any and all amendments (including post-effective amendments) to this
registration statement and any subsequent registration statement filed by
StanCorp Financial Group, Inc. pursuant to Rule 462(b) of the Securities Act of
1933, as fully as such person could do in person, hereby verifying and
confirming all that such attorney-in-fact, or his substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/s/ Franklin E. Ulf Director March 15, 1999
- -------------------------------------
Franklin E. Ulf
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Ronald E. Timpe, Eric E. Parsons and J. Gregory Ness, or any of them, as his or
her attorney-in-fact, with full power of substitution and resubstitution, to
sign and file on his or her behalf individually and in each capacity stated
below any and all amendments (including post-effective amendments) to this
registration statement and any subsequent registration statement filed by
StanCorp Financial Group, Inc. pursuant to Rule 462(b) of the Securities Act of
1933, as fully as such person could do in person, hereby verifying and
confirming all that such attorney-in-fact, or his substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/s/ Benjamin R. Whiteley Director February 19,
- ------------------------------------- 1999
Benjamin R. Whiteley
