SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
Final Amendment
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the
Securities Exchange Act of 1934)
THE MANHATTAN LIFE INSURANCE COMPANY
(Name of the Issuer)
THE MANHATTAN LIFE INSURANCE COMPANY
THE UNION CENTRAL LIFE INSURANCE COMPANY
(Name of Person(s) Filing Statement)
Guarantee Capital Stock, $2 Par Value
(Title of Class of Securities)
563080100
(CUSIP Number of Class of Securities)
James J. Breen
Of Counsel
The Manhattan Life Insurance Company
111 West 57th Street
New York, New York 10019
Telephone: (212) 484-9300
(Name, Address and Telephone Number of
Person Authorized to Receive
Notices and Communications on Behalf of
Person(s) Filing Statement)
Copy to:
Michael Groll, Esq.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York 10019-5389
(212) 424-8000
This statement is filed in connection with (check the appropriate
box):
a. x The filing of solicitation materials or an information
statement to Regulation 14A, Regulation 14C or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. The filing of a registration statement under the
Securities Act of 1933.
c. A tender offer.
d. None of the above.
Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary copies.
CALCULATION OF FILING FEE
Transaction valuation* Amount of
Filing Fee
$6,835,140 $1,367
* Calculation based upon 911,352 shares of the Company s
guarantee capital stock, $2.00 par value per share, to
be redeemed for cash consideration of $7.50 per share.
Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing.
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
INTRODUCTION
This Final Amendment supplements and amends the Rule
13e-3 Transaction Statement on Schedule 13E-3, as previously
amended and supplemented, which was filed jointly by The
Manhattan Life Insurance Company (the "Company") and The Union
Central Life Insurance Company, relating to the Reverse Stock
Split (as defined below). The Company submitted to its
shareholders at a Special Meeting of Shareholders held on January
28, 1997 (the "Special Meeting") a proposal to approve (i) an
amendment of its Amended Charter (the "Charter Amendment")
providing for a reduction in the authorized guarantee capital of
the Company from 5,000,000 guarantee capital shares, $2.00 par
value per share (the "Capital Stock"), to 11 guarantee capital
shares, $835,406 par value per share (the "New Capital Stock"),
(ii) a 303,784 to one reverse stock split of the Capital Stock,
whereby each shareholder that surrenders 303,784 shares of
Capital Stock and contributes cash in the amount of $227,838 (all
of which cash amount will be contributed to the guarantee capital
of the Company), will receive in exchange one share of New
Capital Stock, and (iii) a cash payment in the amount of $7.50
per share of the currently outstanding Capital Stock in lieu of
the issuance of any resulting fractional shares of New Capital
Stock to shareholders who, after the reverse stock split, own
fractional shares of the New Capital Stock (items (i), (ii) and
(iii) will be considered one proposal and will be collectively
referred to herein as the "Reverse Stock Split"). The
shareholders approved the Reverse Stock Split at the Special
Meeting. The Company filed the Charter Amendment with the New
York Insurance Department (the NYID ) on January 28, 1997. The
Reverse Stock Split became effective upon the filing of the
Charter Amendment with the NYID, resulting in the automatic
conversion of every 303,784 shares of Capital Stock (together
with a cash contribution of $227,838) into one share of New
Capital Stock. As a result of the Reverse Stock Split, the
Company will acquire for cash from all shareholders who, after
the Reverse Stock Split, owned less than one share of New Capital
Stock as of January 28, 1997 (including shareholders who own
shares of Capital Stock remaining after returning a group of
303,784 shares of Capital Stock), their shares of Capital Stock
at a price equal to $7.50 per share. Such shareholders that do
not own any shares of New Capital Stock also ceased to be
shareholders of the Company as of January 28, 1997. All other
shareholders own shares of the New Capital Stock in an amount
equal to the number of shares of Capital Stock which such
shareholders held of record as of January 28, 1997, divided by
303,784.
It is anticipated that as a result of the Reverse Stock
Split, The Union Central Life Insurance Company will own all of
the issued and outstanding shares of New Capital Stock. The
Company has filed a Form 15 to provide notice of termination of
the registration of the Capital Stock under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the
Company is no longer required to file reports under the Exchange
Act. The Company has also removed the Capital Stock from
quotation on the Nasdaq National Market System.
The information set forth in the definitive Proxy
Statement for the Special Meeting held on January 28, 1997
(including all annexes thereto) that was filed with the
Securities and Exchange commission on December 26, 1996 is
incorporated in its entirety herein by reference.
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
THE MANHATTAN LIFE INSURANCE COMPANY
Dated: January 31, 1997 By: /s/ Daniel J. Fischer
Name: Daniel J. Fischer
Title: President, Chief
Executive Officer
and General Counsel
THE UNION CENTRAL LIFE INSURANCE
COMPANY
Dated: January 31, 1997 By: /s/ Larry R. Pike
Name: Larry R. Pike
Title: Chairman, President
and Chief Executive
Officer
