|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previous: FIDELITY CALIFORNIA MUNICIPAL TRUST, DEFA14A, 1997-07-10 |
Next: SCUDDER STATE TAX FREE TRUST, N-30D, 1997-07-10 |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
STANDARD MANAGEMENT CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
85-3612109
(CUSIP Number)
This filing contains 13 pages.
The Exhibit Index appears on page 12.
1
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
CUSIP No................................................................................. 85-3612109
----------
1. NAME OF REPORTING PERSON........Great American Reserve Insurance Company
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON........................................ 75-0300900
----------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ x ] (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION..................................................... Texas
----------
Number of 5. SOLE VOTING POWER............................................. 760,670.4
----------
Shares
Beneficially 6. SHARED VOTING POWER........................................... 0
----------
Owned By
Each 7. SOLE DISPOSITIVE POWER........................................ 760,670.4
----------
Reporting
Person With 8. SHARED DISPOSITIVE POWER...................................... 0
----------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
760,670.4
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13%
12. TYPE OF REPORTING PERSON................................................................ IC
---
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
CUSIP No................................................................................. 85-3612109
----------
1. NAME OF REPORTING PERSON........Capitol American Life Insurance Company
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON........................................ 34-1083130
----------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ x ] (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION..................................................... Arizona
----------
Number of 5. SOLE VOTING POWER............................................. 631,360.2
----------
Shares
Beneficially 6. SHARED VOTING POWER........................................... 0
----------
Owned By
Each 7. SOLE DISPOSITIVE POWER........................................ 631,360.2
----------
Reporting
Person With 8. SHARED DISPOSITIVE POWER...................................... 0
----------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
631,360.2
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11%
12. TYPE OF REPORTING PERSON................................................................. IC
---
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
CUSIP No................................................................................. 85-3612109
----------
1. NAME OF REPORTING PERSON...............Transport Life Insurance Company
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON........................................ 75-0999496
----------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ x ] (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION..................................................... Texas
---------
Number of 5. SOLE VOTING POWER............................................. 348,007.7
---------
Shares
Beneficially 6. SHARED VOTING POWER........................................... 0
---------
Owned By
Each 7. SOLE DISPOSITIVE POWER........................................ 348,007.7
---------
Reporting
Person With 8. SHARED DISPOSITIVE POWER...................................... 0
---------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
348,007.7
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6%
12. TYPE OF REPORTING PERSON................................................................. IC
---
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
CUSIP No................................................................................. 85-3612109
----------
1. NAME OF REPORTING PERSON........Conseco, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON........................................ 35-1468632
----------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ x ] (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION..................................................... Indiana
-----------
Number of 5. SOLE VOTING POWER............................................. 0
-----------
Shares
Beneficially 6. SHARED VOTING POWER........................................... 1,740,038.3
-----------
Owned By
Each 7. SOLE DISPOSITIVE POWER........................................ 0
-----------
Reporting
Person With 8. SHARED DISPOSITIVE POWER...................................... 1,740,038.3
-----------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,740,038.3
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
26%
12. TYPE OF REPORTING PERSON................................................................. HC
---
</TABLE>
5
<PAGE>
Item 1(a). Name of Issuer
Standard Management Corporation
Item 1(b). Address of Issuer's Principal Executive Offices
9100 Keystone Crossing, Indianapolis, IN 46240
Item 2(a). Name of Person Filing
(i) Great American Reserve Insurance Company
(ii) Capitol American Life Insurance Company
(iii) Transport Life Insurance Company
(iv) Conseco, Inc.
Item 2(b). Address of Principal Business Office or, if none,
Residence
(i) 11815 N. Pennsylvania Street, Carmel, IN 46032
(ii) 11815 N. Pennsylvania Street, Carmel, IN 46032
(iii) 11815 N. Pennsylvania Street, Carmel, IN 46032
(iv) 11815 N. Pennsylvania Street, Carmel, IN 46032
Item 2(c). Citizenship
(i) Texas domiciled insurance company (ii) Arizona
domiciled insurance company (iii) Texas domiciled
insurance company (iv) Indiana Corporation
Item 2(d). Title of Class of Securities
Common Stock
Item 2(e). CUSIP Number
85-3612109
Item 3. If this statement is filed pursuant to Rule
13d-1(b), or 13d-2(b), check whether the person
filing is a
(a) [ ] Broker or Dealer registered under Section 15
of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the
Act
(c) [ ] Insurance Company as defined in Section
3(a)(19) of the Act
6
<PAGE>
(d) [ ] Investment Company as defined in Section 8
of the Investment Company Act
(e) [ ] Investment Adviser as defined in Section 203
of the Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which
is subject to the provisions of the
Employee Retirement Income Security Act of
1974 or Endowment Fund; see Section 240.13d-
1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with
Section 240.13d-1(b)(1)(ii)(G)(Note: See
Item 7)
(h) [x] Group, in accordance with Section 240.13d-
1(b)(1)(ii)(H)
Item 4. Ownership
(i) Great American Reserve Insurance Company
(a) Amount Beneficially Owned
760,670.4 shares of common stock issuable
upon conversion of $4,371,573 Amended and
Restated Senior Subordinated Convertible
Note, which is convertible at any time
(b) Percent of Class
13%
(c) Number of shares as to which such person has:
(1) sole power to vote or to direct the
vote*
760,670.4
(2) shared power to vote or to direct
the vote
0
(3) sole power to dispose or to direct
the disposition of
760,670.4
(4) shared power to dispose or to direct
the disposition of
0
7
<PAGE>
(ii) Capitol American Life Insurance Company
(a) Amount Beneficially Owned
631,360.2 shares of common stock issuable
upon conversion of $3,628,427 Senior
Subordinated Convertible Note, which is
convertible at any time
(b) Percent of Class
11%
(c) Number of shares as to which such person has:
(1) sole power to vote or to direct the
vote*
631,360.2
(2) shared power to vote or to direct
the vote
0
(3) sole power to dispose or to direct
the disposition of
631,360.2
(4) shared power to dispose or to direct
the disposition of
0
(iii) Transport Life Insurance Company
(a) Amount Beneficially Owned
348,007.7 shares of common stock issuable
upon conversion of $2,000,000 Senior
Subordinated Convertible Note, which is
convertible at any time
(b) Percent of Class
6%
(c) Number of shares as to which such person has:
(1) sole power to vote or to direct the
vote*
348,007.7
8
<PAGE>
(2) shared power to vote or to direct the vote
0
(3) sole power to dispose or to direct the
disposition of
348,007.7
(4) shared power to dispose or to direct the
disposition of
0
(iv) Conseco, Inc.
(a) Amount Beneficially Owned
1,740,038.3 shares of common stock issuable
upon conversion of the following instruments
payable to subsidiaries of Conseco, Inc.:
(1) $4,371,573 Amended and Restated Senior
Subordinated Convertible Note, which is
convertible at any time, payable to Great
American Reserve Insurance Company; (2)
$3,628,427 Senior Subordinated Convertible
Note, which is convertible at any time,
payable to Capitol American Life Insurance
Company; and (3) $2,000,000 Senior
Subordinated Convertible Note, which is
convertible at any time, payable to
Transport Life Insurance Company
(b) Percent of Class
26%
(c) Number of shares as to which such person has:
(1) sole power to vote or to direct the
vote
0
(2) shared power to vote or to direct
the vote*
1,740,038.3
(3) sole power to dispose or to direct
the disposition of
0
9
<PAGE>
(4) shared power to dispose or to direct
the disposition of
1,740,038.3
* All of the shares will be subject to a Voting Trust Agreement by and
among Great American Reserve Insurance Company ("GARCO"), Capitol
American Life Insurance Company ("Capitol American"), Transport Life
Insurance Company ("Transport"), Standard Management Corporation (the
"Company") and two voting trustees (the "Agreement"). One of the voting
trustees will be appointed by the Company (the "Company Trustee") and
the other voting trustee will be appointed collectively by GARCO,
Capitol American and Transport (the "Shareholder Trustee"). It is
anticipated that Ronald D. Hunter will be the Company Trustee and
Rollin M. Dick will be the Shareholder Trustee.
The Agreement will vest the voting trustees with the right to
vote the shares. Prior to each shareholders' meeting, the voting
trustees will be required to deliver to Ronald D. Hunter or his
designee a proxy entitling Hunter or such designee to vote the shares
with respect to all matters, except certain specified matters which
will be required to be voted on by the Shareholder Trustee.
The Agreement will provide for a three year term and will be
immediately terminable upon the occurrence of certain specified events.
Item 5. Ownership of Five Percent or Less of a Class
N/A
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By
the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the
Group
Great American Reserve Insurance Company, Capitol American
Life Insurance Company and Transport Life Insurance Company,
all of which entities are
10
<PAGE>
insurance companies beneficially owned by Conseco, Inc., an
Indiana corporation
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct as of this 10th day of July, 1997.
/s/ Rollin M. Dick
--------------------------
Rollin M. Dick,
Executive Vice President and Chief
Financial Officer of Great American
Life Insurance Company, Capitol
American Life Insurance Company,
Transport Life Insurance Company and
Conseco, Inc.
11
<PAGE>
Exhibit to Schedule 13G
Exhibit 1 - Joint Filing Agreement.
12
Exhibit 1
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned that
the Schedule 13G filed on or about this date with respect to the beneficial
ownership of the undersigned of shares of the Common Stock without par value of
Standard Management Corporation is being filed on behalf of each of the
undersigned. This agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Dated: July 10, 1997 CONSECO, INC.
By:/s/Rollin M. Dick
----------------------
Rollin M. Dick,
Executive Vice President
GREAT AMERICAN RESERVE INSURANCE
COMPANY
By:/s/Rollin M. Dick
-------------------------
Rollin M. Dick,
Executive Vice President
CAPITOL AMERICAN LIFE INSURANCE
COMPANY
By:/s/Rollin M. Dick
------------------------
Rollin M. Dick,
Executive Vice President
TRANSPORT LIFE INSURANCE COMPANY
By:/s/Rollin M. Dick
------------------------
Rollin M. Dick,
Executive Vice President
|
|