<PAGE> 1
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITIONAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-11396
JOHN ALDEN FINANCIAL CORPORATION
----------------------------------------------------------
(Exact name of the registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 59-2840712
- -------------------------------------------------------------- ------------------------------------
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
7300 Corporate Center Drive
Miami, Florida 33126-1223
- -------------------------------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area codes: (305) 715-3767
--------------
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which registered
<S> <C>
Common Stock, Par Value $.01 New York Stock Exchange
Preferred Share Purchase Right New York Stock Exchange
</TABLE>
Securities registered pursuant to section 12(g) of the Act:
None
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. YES X NO
--- ---
The aggregate market value of the voting stock held by non-affiliates
of the Registrant as of March 16, 1998 was approximately $522,462,746.
As of March 16, 1998, 24,526,104 shares of the Registrant's Common
Stock were outstanding.
<PAGE> 2
This filing on Form 10-K/A No. 1 amends the Annual Report on Form 10-K
for the fiscal year ended December 31, 1997, of John Alden Financial
Corporation (the "Company"). The undersigned Registrant hereby amends the
following items, financial statements, exhibits or other portions of its report
on Form 10-K for the fiscal year ended December 31, 1997 (the "Form 10-K"), as
set forth below:
The following items are hereby amended and restated to read in their entirety
as they appear in this amendment. Capitalized terms used herein shall have the
definitions set forth in the Form 10-K unless otherwise provided herein.
Part III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
2
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
GLENDON E. JOHNSON, 74, has served as Chairman of the Board and Chief
Executive Officer of the Company since 1987 and of John Alden Life Insurance
Company ("JALIC") since 1984. Mr. Johnson served as President of the Company
from 1987 to March 1993 and since May 1995 and of JALIC from 1984 to March
1993. From 1978 to 1984 he was a partner at Routier & Johnson, P.C., a
Washington, D.C. law firm, and from 1970 to 1977 he was Chairman of the Board,
President and Chief Executive Officer of American National Insurance Company, a
life insurance company headquartered in Galveston, Texas. Mr. Johnson is also a
director of each of the 13 investment companies comprising the United Group of
Mutual Funds, as well as the following investment companies: United Funds,
Inc., TMK/United Funds, Inc. and Waddell & Reed Funds, Inc., all of which are
based in Overland Park, Kansas. Mr. Johnson has been a Director of the Company
since 1987.
MARVIN H. ASSOFSKY, 52, has been a Director of the Company since 1987. He
served as Senior Vice President and Chief Investment Officer of the Company
from 1987 to 1998. He was Senior Vice President and Chief Investment Officer
of JALIC from 1981 to 1998. Mr. Assofsky resigned as Senior Vice President and
Chief Investment Officer on January 30, 1998, but continues to serve as a
Director.
NORMAN E. CROCKER, 47, has been a Director of the Company since June 1995. He
is President of Crocker & Company, Ltd., an actuarial consulting firm
established in January 1995. From July 1985 to January 1995, Mr. Crocker served
as Vice President and Group Actuary of JALIC. From time to time since January
1995, the Company has retained the services of Crocker & Company, Ltd. on a
consulting basis and may continue to do so in the future.
DAVID P. GARDNER, 65, has been a Director of the Company since June 1993. He
served as President of the University of California System from 1983 until
1992. He is President of the William and Flora Hewlett Foundation, a position
he has held since January 1993. Mr. Gardner is also a director of First
Security Corporation and Fluor Corporation.
EDWIN J. GARN, 65, has been a Director of the Company since June 1993. He is
Vice Chairman and a director of Huntsman Corporation, a position he has held
since January 1993. He is a retired United States Senator from the State of
Utah, a position he held from 1974 until 1992. Mr. Garn is a director of
Franklin Covey, Dean Witter InterCapital Inc., United Space Alliance and Nuskin
Asia Pacific.
CARL F. GEUTHER, 52, has been a Director of the Company since 1987. He is
Executive Vice President and Chief Financial Officer of WMC Mortgage
Corporation, a mortgage banking company, a position he has held since November
1997. Previously he was Vice Chairman and Chief Financial Officer of Great
Western Financial Corporation, a position he held since 1986.
LINDA JENCKES, 50, has been a Director of the Company since June 1995. She is
President of Linda Jenckes and Associates, a legislative, media and public
affairs consulting firm in Washington, D.C. established in February 1995. From
1992 to 1994, Ms. Jenckes served as Senior Vice President of the Health
Insurance Association of America, where she was Vice
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President of Federal Affairs from 1982 to 1992 and a Federal Relations
Representative from 1978 to 1981.
LYNN G. MERRITT, 67, has been a Director of the Company since June 1995. He
served as President and Chief Executive Officer of Life Office Management
Association from 1970 until his retirement in May 1995.
JAMES L. MOOREFIELD, 75, has been a Director of the Company since 1988. He
served as President and Chief Executive Officer of the Health Insurance
Association of America from 1980 until his retirement in 1987.
SCOTT L. STANTON, 42, has been a Director of the Company since May 1994. He
has served as Senior Vice President -- Finance and Corporate Services and Chief
Financial Officer of the Company since March 1994. From 1993 to 1994, he was
Senior Vice President -- Investor Relations and Taxation. He served as Vice
President of Taxation for the Company from 1987 to 1993 and of JALIC from 1984
to 1993.
LONNIE R. WRIGHT, 55, has been a Director of the Company since June 1995. He
served as Executive Vice President and Chief Operating Officer of the Company
from January 1997 to 1998. He was Senior Vice President of the Asset
Accumulation Division of the Company from 1987 to 1997, and he was Senior Vice
President of the Asset Accumulation Division of JALIC from 1984 to January
1997. Mr. Wright resigned as Executive Vice President and Chief Operating
Officer on January 30, 1998, but continues to serve as a Director.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's Directors and officers and holders of more than 10% of
the Company's Common Stock to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of Common
Stock and other equity securities of the Company. The Company believes that
during the fiscal year ended December 31, 1997, its Directors and officers and
holders of more than 10% of the Company's Common Stock complied with all
Section 16(a) reporting requirements.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table sets forth information
concerning the compensation of the Company's Chief Executive Officer and each
of the other four most highly compensated executive officers of the Company for
services in all capacities to the Company and its subsidiaries.
4
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<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------------------------------- -------------
SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND SALARY COMPENSATION OPTIONS/SARS COMPENSATION
PRINCIPAL POSITION YEAR ($) BONUS ($)(1) ($) (#) ($)(2)
- --------------------------------- --------- ---------- ------------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Glendon E. Johnson............... 1997 719,264 790,879 76,524(3) 83,835 51,964
Chairman of the Board and Chief 1996 693,925 438,661 76,524(3) 93,000 41,641
Executive Officer 1995 667,325 0 74,124(3) 130,000 51,091
Marvin H. Assofsky (5)........... 1997 329,888 485,752 n/a 16,955 31,898
Senior Vice President, Chief 1996 319,525 139,286 n/a 18,320 16,047
Investment Officer and Director 1995 307,325 0 n/a 27,000 18,945
Mark Schoder..................... 1997 321,091 151,715 n/a 16,955 13,700
Senior Vice President, Business 1996 311,067 135,572 61,585(4) 18,320 12,262
Development and Communications 1995 94,824 100,000 14,583 100,000 0
Scott L. Stanton................. 1997 329,888 455,872 n/a 16,955 25,108
Senior Vice President, Chief 1996 326,965 139,286 n/a 18,320 10,932
Financial Officer and Director 1995 307,136 0 n/a 27,000 12,791
Lonnie R. Wright (5)............. 1997 329,888 485,752 n/a 23,548 31,306
Executive Vice President, Chief 1996 319,525 212,383 n/a 18,320 13,630
Operating Officer and Director 1995 208,325 0 n/a 27,000 13,142
</TABLE>
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(1) A portion of the amounts shown in this column reflect bonuses earned in
the stated year and paid in the next fiscal year.
(2) The amounts shown in this column consist of the Company's annual
contributions to the John Alden Life Insurance Company Employee Savings
Incentive Plan and annual allocations to the Company's Supplemental
Employee Retirement Plan with respect to contributions supplemental to the
Employee Savings Incentive Plan on behalf of each Named Executive Officer,
which contributions were in the following respective amounts in 1997:
Glendon E. Johnson, $4,750 and $47,214; Marvin H. Assofsky, $4,750 and
$27,148; Mark Schoder, $4,750 and $8,950; Scott L. Stanton, $4,750 and
$20,358; and Lonnie R. Wright, $4,750 and $26,556.
(3) Consists of personal benefits and perquisites (including $55,524 annual
housing allowance).
(4) Consists of personal benefits and perquisites (including $35,416 in the
form of a housing relocation allowance for 1996).
(5) Resigned as officers of the Company on January 30, 1998.
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OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table provides supplemental information relating to the
Company's grants during 1997 of options to purchase Common Stock to the Named
Executive Officers, including the relative size, exercise price and expiration
date of each grant. Also included is information relating to the potential
realizable value of each grant, assuming that the market price of the Common
Stock appreciates in value from the date of grant to the expiration date of the
options at each of a 5% and a 10% annualized rate.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------------------------------------ VALUE AT ASSUMED
NUMBER OF PERCENT OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS/SARS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM(1)
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION ------------------------
NAME GRANTED (#) FISCAL YEAR ($/sh) DATE 5% ($)(2) 10% ($)(3)
---------------------- ------------ -------------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Glendon E. Johnson.... 83,835 25.1% $27.69 9/10/07 1,459,779 3,699,366
Marvin H. Assofsky.... 16,955 5.1% $27.69 9/10/07 295,229 748,169
Mark Schoder.......... 16,955 5.1% $27.69 9/10/07 295,229 748,169
Scott L. Stanton...... 16,955 5.1% $27.69 9/10/07 295,229 748,169
Lonnie R. Wright...... 23,548 7.1% $27.69 9/10/07 410,030 1,039,097
</TABLE>
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(1) The dollar amounts under these columns are the result of calculations at
the 5% and 10% rates set by the Securities and Exchange Commission and,
therefore, are not intended to forecast possible future appreciation, if
any, in the price of the Common Stock. No gain to the optionees is
possible without an increase in the price of the Common Stock, which will
benefit all shareholders proportionately.
(2) In order to realize the potential values set forth in the 5% column, the
per share market price of the Common Stock would be $45.10, or 162.9%
above the base exercise price, with regard to an expiration date of
September 10, 2007.
(3) In order to realize the potential values set forth in the 10% column, the
per share market price of the Common Stock would be $71.81, or 259.4%
above the base exercise price, with regard to an expiration date of
September 10, 2007.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR-END OPTION/SAR VALUES
The following table shows the number and value at fiscal year-end of
exercisable and unexercisable stock options granted under the Company's
Long-Term Incentive Plan for each of the Named Executive Officers. While the
value realizable from exercisable options is dependent upon the extent to which
the Company's performance is reflected in the market price of the Company's
Common Stock at any particular point in time, the decision as to whether such
value will be realized in any particular year is primarily determined by each
individual Named Executive Officer's determination of when to exercise his
options and not by the Company or the Compensation Committee.
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<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY
ACQUIRED ON OPTIONS/SARs AT OPTIONS/SARs AT
EXERCISE VALUE FISCAL YEAR-END FISCAL YEAR-END ($)(1)
NAME (#) REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ------------------------- ---------- ------------ -------------------------- -------------------------
<S> <C> <C> <C> <C>
Glendon E. Johnson . . -- -- 876,661/189,168 $6,283,810/$353,999
Marvin H. Assofsky . . -- -- 69,461/38,168 $237,669/$70,950
Mark Schoder . . . . . -- -- 72,774/62,501 $348,667/$209,823
Scott L. Stanton . . . -- -- 66,730/38,168 $213,743/$70,950
Lonnie R. Wright . . . -- -- 50,253/44,761 $105,154/$70,950
</TABLE>
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(1) Based on the difference between the closing price of the Common Stock on
December 31, 1997 ($24.375) and the exercise price of the options.
LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
The following table shows performance share awards made to the Named
Executive Officers in 1997 for potential payment in 2000 under the Company's
Long-Term Incentive Plan, and estimated future payouts under such plan at
threshold, target and maximum levels.
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
PERFORMANCE NON-STOCK PRICE-BASED PLANS
NUMBER OF OR OTHER --------------------------------------
SHARES, UNITS PERIOD UNTIL
OR OTHER MATURATION OR THRESHOLD TARGET MAXIMUM
NAME RIGHTS PAYOUT # OF SHARES # OF SHARES # OF SHARES
- ----------------------- ----------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Glendon E. Johnson . . 15,000 3 Years 7,500 15,000 30,000
Marvin H. Assofsky . . 1,875 3 Years 938 1,875 3,750
Mark Schoder . . . . . 1,875 3 Years 938 1,875 3,750
Scott L. Stanton . . . 1,875 3 Years 938 1,875 3,750
Lonnie R. Wright . . . 1,875 3 Years 938 1,875 3,750
</TABLE>
The performance share awards are grants of the Company's Common Stock
that are contingent upon the achievement by the Company of certain total
shareholder return goals during the performance period of 1997 to 1999. The
percentage of shares of any participant's award which will vest at the end of
the performance period ranges from 0% to 200% of that participant's amount
based on whether and to what extent the three-year average total shareholder
return target was achieved. Notwithstanding the foregoing, in the event of a
change in control of the Company, the participant shall immediately receive
100% of the shares awarded. The Merger (as defined below) will constitute a
change in control for purposes of the Long-Term Incentive Plan. No dividends
are paid on shares underlying performance share awards prior to vesting.
PENSION PLAN TABLE
The following table sets forth estimated annual benefits payable under
the Company's Pension Plan and Supplemental Pension Plan (each as defined
below) at the Social Security retirement age, based on credited years of
service and final average earnings, assuming an approximate current age of 42.
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<TABLE>
<CAPTION>
ATTAINED BENEFIT SERVICE YEARS
------------------------------------------------------------
FINAL AVERAGE EARNINGS 15 20 25 30 35
- ----------------------- -------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
125,000 . . . . $ 35,558 $47,410 $ 59,263 $ 64,865 $ 70,468
150,000 . . . . 43,995 58,660 73,325 80,490 87,655
160,000 . . . . 47,370 63,160 78,950 86,740 94,530
200,000 . . . . 60,870 81,160 101,450 111,740 122,030
250,000 . . . . 77,745 103,660 129,575 142,990 156,405
500,000 . . . . 162,120 216,160 270,200 299,240 328,280
750,000 . . . . 246,495 328,660 410,825 455,490 500,155
1,000,000 . . . . 330,870 441,160 551,450 611,740 672,030
1,500,000 . . . . 499,620 666,160 832,700 924,240 1,015,780
2,000,000 . . . . 668,370 891,160 1,113,950 1,236,740 1,359,530
</TABLE>
The Company maintains a defined benefit pension plan (the "Pension
Plan") which is intended to be a qualified plan under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code"). The Pension Plan
provides an annual benefit at normal retirement age which equals the sum of:
(a) 1.5% of final average earnings times years of service up to 25 years; (b)
0.5% of final average earnings times years of service between 25 and 35 years;
and (c) 0.75% of final average earnings in excess of the participant's average
Social Security wage base for the 35 years preceding retirement, times years of
service not in excess of 35 years; but the amount determined under this formula
shall at least be equal to the benefit determined under the Pension Plan's
benefit formula in effect prior to 1989. Final average earnings include salary,
bonuses and deferred compensation, subject to an annual limitation under the
Code for includable compensation, which is $160,000 for 1997.
The Company also provides a supplemental benefit (the "Supplemental
Pension Plan") to the Company's Pension Plan to the Company's Chief Executive
Officer, Glendon E. Johnson, and certain officers of the Company with the title
of Senior Vice President ("Senior Executives") equal to the actuarial present
value at the time of payment of the excess of (a) a benefit determined under
the benefit formula for the Pension Plan, applied without regard to maximum
compensation and benefit limitations under the Code applicable to the Pension
Plan, over (b) the applicable accrued benefit actually earned under the Pension
Plan formula.
The credited years of service for the Named Executive Officers under
the Pension Plan and the Supplemental Pension Plan as of December 31, 1997, are
as follows: Glendon E. Johnson, 12 years; Marvin H. Assofsky, 22 years; Scott
L. Stanton, 12 years; Lonnie R. Wright, 26 years; and Mark Schoder, 1.33 years.
The covered compensation received in 1997 by the Named Executive Officers
covered for purposes of the Pension Plan and the Supplemental Pension Plan was
as follows: Glendon E. Johnson, $892,976; Marvin H. Assofsky, $799,061; Scott
L. Stanton, $769,173; Lonnie R. Wright, $872,158 and Mark Schoder, $456,633.
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The Supplemental Pension Plan also provides supplemental benefits to
Glendon E. Johnson and other Senior Executives who are selected by the
Compensation Committee in the form of an annual supplemental benefit to the
Company's Employee Saving Incentive Plan (the Company's 401(k) plan, referred
to herein as the "ESIP") equal to: (a) the excess of (i) 50% of the first 6% of
each executive's contributions to the ESIP, plus, if declared by the Board of
Directors, an additional percentage not to exceed 25% of the first 6% of such
contributions to the ESIP, each determined without regard to maximum
compensation and benefit limitations under the Code applicable to the ESIP,
over (ii) the amount of matching contributions by the Company actually
contributed to the ESIP for such executive's account, plus (b) an accumulation
credit of 8%, or such other rate as declared from time to time by the
Compensation Committee, applied to such executive's benefit accrual at the end
of the prior calendar year (if applicable).
In addition, the Company maintains a supplemental executive retirement
plan for the purpose of supplementing the retirement income of Glendon E.
Johnson. The plan provides an annual retirement benefit equal to $10,000 per
annum multiplied by the number of years of service prior to December 1, 1989,
plus $15,000 per annum times the number of years of service after December 1,
1989 in the form of a life annuity or, if Mr. Johnson is married, a 100% joint
and survivor annuity. Benefits are paid upon the termination of Mr. Johnson's
employment agreement with the Company. As of December 31, 1997, the projected
annual benefit amount under this plan is $185,000. Benefits under this plan are
not included in the Pension Plan Table.
COMPENSATION OF DIRECTORS
Directors of the Company who are also employed by the Company or one
of its subsidiaries receive no compensation for serving on the Board but are
reimbursed for expenses actually incurred for each Board meeting they attend.
Directors of the Company who are not employees of the Company each receive an
annual fee of $25,000 for serving as a Director of the Company as well as
$1,000 (or $1,500 if a committee chairperson attending a committee meeting) for
each Board and committee meeting attended in person rather than by telephone.
Nonemployee directors receive $1,000 (or $1,500 if a committee chairperson
participating in a committee meeting) for participating in a telephonic Board
or committee meeting lasting thirty minutes or more, and $500 (or $750 if a
committee chairperson) for participating in a telephonic meeting lasting less
than thirty minutes.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
Glendon E. Johnson has extended his employment agreement with the
Company for three years. It is scheduled to expire on November 5, 2000. The
agreement provides for, among other things, an initial annual base salary of
$719,264, which is reviewed at least annually, but may not be decreased. Mr.
Johnson may also receive annual cash bonuses based upon the comparison of the
actual performance of the Company to projected performance levels. In the event
of Mr. Johnson's death or disability prior to termination of the agreement, or
in the event the agreement is terminated without cause by the Company or with
cause by Mr. Johnson, Mr. Johnson will receive a payment equal to two times his
annual compensation. Upon a change in control (as defined in the employment
agreement) or sale of all of the assets of the Company, Mr.
Johnson will have the option to terminate the agreement and receive a cash
payment equal to three times his annual compensation, plus a tax gross-up
amount sufficient to cover any excise or similar taxes pursuant to Section 280G
of the Code and the Company shall (i) pay Mr. Johnson a lump sum pro rata
bonus, (ii) provide Mr. Johnson with continued welfare benefits for 3 years
(or such longer period provided by the applicable program), and (iii) pay Mr.
Johnson a lump sum retirement benefit equal to the excess of the actuarial
equivalent of the benefits he would have accrued under the Company retirement
plans had he remained employed through the employment period and the actuarial
equivalent of the actual benefits accrued. The Merger will constitute a change
in control for purposes of the agreement. In addition, in order to preserve
the deductibility of certain amounts by the Company, under Section 162(m) of
the Code, the $1 million executive compensation deduction limit, Mr. Johnson
has entered into a deferred compensation agreement with the Company pursuant
to which amounts payable to Mr.
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Johnson under the Company's incentive compensation plans will be deferred for
payment in future years, subject to acceleration of payment in certain events,
including a change in control (as defined in the Company's Long-Term Incentive
Plan).
In addition to Mr. Johnson, certain officers of the Company (including
the Named Executive Officers) have entered into change of control employment
agreements with the Company (the "Change of Control Employment Agreements").
The Change of Control Employment Agreements generally provide that during the
three-year "employment period" following the consummation of the Merger (a
"Change in Control"), the executive will receive (i) an annual base salary at
least equal to 12 times the highest monthly base salary paid to the executive
during the prior twelve-month period (the "Annual Base Salary"), and (ii) for
each fiscal year ending during the employment period, an annual bonus at least
equal to the executive's target short-term bonus under the Company's Short-Term
Incentive Compensation Plan for 1997 (the "1997 Bonus") or, if higher, the
executive's greatest target annual bonus in any subsequent year prior to the
Change in Control. Upon a termination of an executive's employment by the
Company (other than for "Cause" or disability) or by an executive for "Good
Reason" (including termination for any reason during the 30-day period
immediately following the first anniversary of the Change in Control), the
Company shall (i) pay the executive a lump sum pro rata bonus, (ii) pay the
executive a lump sum equal to three times the sum of (A) the Annual Base Salary
and (B) the greater of the officer's 1997 target bonus and the bonus earned
with respect to any fiscal year that begins both subsequent to 1997 and within
3 years prior to the date of termination, (iii) provide the executive with
continued welfare benefits for 3 years (or such longer period provided by the
applicable program), and (iv) pay the executive a lump sum retirement benefit
equal to the excess of the actuarial equivalent of the benefits the executive
would have accrued under the Company retirement plans had he or she remained
employed through the employment period and the actuarial equivalent of the
actual benefits accrued.
The Change of Control Agreements provide for a gross-up payment to be
made to the executive, if necessary, to eliminate the effects of the imposition
of the excise tax under Section 4999 of the Code on payments made to the
executive and the imposition of income taxes on such gross-up payment.
The employment of Messrs. Assofsky and Wright and one other executive
officer of the Company was terminated on January 31, 1998. Upon such
termination, Messrs. Assofsky and Wright and such other executive officer
received severance payments. These payments will be offset against the amounts,
if any, which Messrs. Assofsky and Wright and such other executive officer might
receive pursuant to the change in control provisions in their Change in Control
Employment Agreements.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The current members of the Compensation Committee are David P.
Gardner, Edwin J. Garn, Carl F. Geuther, Lynn G. Merritt and James L.
Moorefield, each of whom is a nonemployee Director. Linda Jenckes, a
nonemployee Director, served on the Compensation Committee from January 1, 1997
until September 3, 1997, at which time she resigned from such committee.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, to the knowledge of the Company, the
number of shares of Common Stock and the percentage of the outstanding shares
of Common Stock beneficially owned as of March 16, 1998 by (i) each Director,
(ii) each executive officer whose name appears
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in the Summary Compensation Table and (iii) all Directors and executive
officers of the Company as a group. Unless otherwise indicated, each person has
sole investment and voting power (or shares such powers with his or her spouse)
with respect to the shares set forth in the following table. As of March 16,
1998, the Company had 24,526,104 shares of Common Stock issued and outstanding.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
OWNERSHIP(1) OF CLASS(2)
------------- -----------
<S> <C> <C>
Glendon E. Johnson(4) . . . . . . . . . . . . . . . . . . . 961,661(3) 3.8%
Marvin H. Assofsky(4) . . . . . . . . . . . . . . . . . . . 197,553 *
Norman E. Crocker(4) . . . . . . . . . . . . . . . . . . . 6,820 *
David P. Gardner(4) . . . . . . . . . . . . . . . . . . . . 9,820 *
Edwin J. Garn(4) . . . . . . . . . . . . . . . . . . . . . 9,820 *
Carl F. Geuther(4) . . . . . . . . . . . . . . . . . . . . 12,853 *
Linda Jenckes(4) . . . . . . . . . . . . . . . . . . . . . 5,820 *
Lynn G. Merritt(4) . . . . . . . . . . . . . . . . . . . . 5,820 *
James L. Moorefield(4) . . . . . . . . . . . . . . . . . . 11,020 *
Mark Schoder . . . . . . . . . . . . . . . . . . . . . . . 72,774 *
Scott L. Stanton(4) . . . . . . . . . . . . . . . . . . . . 136,505 *
Lonnie R. Wright(4) . . . . . . . . . . . . . . . . . . . . 94,340 *
All Directors and executive officers as a group
(13 persons) . . . . . . . . . . . . . . . . . . . . . . . 1,595,096(3) 6.2%
</TABLE>
- ------------------
* Represents holdings of less than one percent.
(1) Includes shares subject to options that are currently vested and
exercisable, as follows: Glendon E. Johnson, 876,661; Marvin H. Assofsky,
69,461; Norman E. Crocker, 5,820; David P. Gardner, 9,820; Edwin J. Garn,
9,820; Carl F. Geuther, 10,820; Linda Jenckes, 5,820; Lynn G. Merritt,
5,820; James L. Moorefield, 10,820; Scott L. Stanton, 66,730; Mark
Schoder, 72,774; and Lonnie Wright, 50,253.
(2) Percent of class is calculated by assuming, for purposes of both the
number of shares held by such beneficial owner and the number of shares
issued and outstanding, that all options to purchase Common Stock held by
such beneficial owner (and no others) had been exercised.
(3) Includes 85,000 shares owned by Glendon E. Johnson, Jr., the son of
Glendon E. Johnson. Glendon E. Johnson disclaims beneficial ownership of
all such shares, as to which Glendon E. Johnson, Jr. has sole voting and
investment power.
(4) Director
To the best of the Company's knowledge, the only beneficial owners of
more than 5% of the outstanding shares of Common Stock of the Company as of
December 31, 1997 are set forth below. This table is based on information
provided in Schedule 13Gs filed with the Securities and Exchange Commission by
each of the parties listed below.
11
<PAGE> 12
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
- ------------------------------- ------------------ --------
<S> <C> <C>
Heartland Advisors, Inc . . . . 2,483,000(1) 9.7%
790 North Milwaukee Street
Milwaukee, Wisconsin 53202
Legg Mason, Inc . . . . . . . . 1,807,495(2) 7.1%
111 South Calvert Street
Baltimore, Maryland 21202
Sound Shore Management, Inc . . 2,514,200(3) 9.8%
8 Sound Shore Drive
Greenwich, Connecticut 06836
</TABLE>
- ------------------
(1) Heartland Advisors, Inc. reports in its Schedule 13G that it has sole
voting power with respect to 2,332,900 shares and sole dispositive power
with respect to 2,483,000 shares. Heartland Advisors, Inc. reports that
the shares of Common Stock to which its Schedule 13G relates are held in
investment advisory accounts of Heartland Advisors, Inc. As a result,
various persons have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
securities. Heartland Advisors, Inc. further reports that no such account
is known to have such an interest relating to more than 5% of the class.
(2) Legg Mason, Inc. reports in its Schedule 13G that it has sole voting power
with respect to 1,776,400 shares and sole dispositive power with respect
to 1,807,495 shares. Legg Mason, Inc. reports that such shares are held by
Legg Mason Total Return Trust, Inc. and Legg Mason Special Investment
Trust, Inc., with Legg Mason Fund Adviser, Inc. having power to dispose
thereof. The remainder are held by various clients of Legg Mason Capital
Management, Inc. and Legg Mason Wood Walker, Inc. which have power to
dispose thereof.
(3) Sound Shore Management, Inc. reports in its Schedule 13G that it has sole
voting power with respect to 2,342,700 shares and sole dispositive power
with respect to 2,514,200 shares.
CHANGE OF CONTROL
On March 9, 1998, the Company, Fortis, Inc., a corporation organized
and existing under the laws of the State of Nevada ("Fortis"), and JAFCO
Acquisition Corp., a corporation organized and existing under the laws of the
State of Delaware and a wholly owned subsidiary of Fortis ("Merger Sub"),
entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant
to which Merger Sub will be merged with and into the Company (the "Merger").
The Board of Directors approved the Merger at its meeting held on March 8,
1998.
Upon consummation of the Merger and in accordance with the terms of
the Merger Agreement, each share of Common Stock, issued and outstanding
immediately prior to the effective time of the Merger (the "Effective Time"),
excluding shares with respect to which statutory appraisal rights have been
perfected, will be converted into the right to receive $22.50 in cash from
Fortis, and each share of 9% Cumulative Preferred Stock, par value $.01 per
share,
12
<PAGE> 13
of the Company issued and outstanding immediately prior to the Effective Time
will be redeemed for cash at the Effective Time in accordance with the terms
thereof.
In addition, at the Effective Time, (i) each option or other right to
acquire shares of Common Stock pursuant to stock options, stock appreciation
rights, restricted stock awards or performance share awards granted by the
Company and outstanding at the Effective Time, whether or not then exercisable
or vested (collectively, the "John Alden Options"), will become fully
exercisable and vested, (ii) each such John Alden Option will be canceled and
(iii) in consideration of such cancellation, Fortis will pay to each such
holder of John Alden Options an amount in cash equal to the product of (1) the
difference (if positive) between $22.50 and the exercise price per share under
the respective John Alden Option, if any, and (2) the number of shares of
Common Stock subject thereto.
Consummation of the Merger is subject to various conditions,
including: (i) approval of the Merger Agreement and the Merger by the
shareholders of the Company; (ii) receipt of requisite regulatory approvals and
expiration or termination of all waiting periods required by law; (iii) no law
or order having been enacted or issued or any other action taken by a
governmental authority which prohibits, restricts or makes illegal consummation
of the transactions contemplated by the Merger Agreement; (iv) no distribution
date having occurred under John Alden's shareholder rights plan, and the rights
thereunder not having become non-redeemable or exercisable upon consummation of
the Merger; (v) the exchange agent for the Merger having delivered to the
Company a certificate, dated as of the Effective Time, to the effect that
Fortis has deposited sufficient funds to pay the aggregate cash payments
required to be paid to holders of Common Stock in the Merger; and (vi)
satisfaction of certain other conditions.
Further, the Merger Agreement may be terminated prior to consummation
of the Merger, whether before or after approval thereof by the Company's
shareholders (except in the case of clause (iv) below), under certain
circumstances, including, among others and subject to certain limitations: (i)
by mutual consent of the Company and Fortis; (ii) by either the Company or
Fortis if the Merger is not consummated by September 30, 1998 (subject to being
extended for up to an additional three months by either party if all conditions
to consummation of the Merger other than the receipt of requisite regulatory
approvals have been satisfied or waived prior to such date); (iii) by either
the Company or Fortis if any order permanently enjoining or prohibiting
consummation of the Merger has become final and non-appealable; (iv) by the
Company if the Board of Directors authorizes the Company to enter into an
agreement with respect to an unsolicited competing acquisition proposal that is
more favorable than that contemplated by the Merger Agreement (a "Superior
Proposal") (the Company being permitted under the Merger Agreement to provide
information on a confidential basis and negotiate with respect to and to
recommend to the Company's shareholders such a Superior Proposal if the Board
of Directors determines in good faith that such actions are required to comply
with the directors' fiduciary duties), provided that the Company's shareholders
have not theretofore approved the Merger Agreement and the Merger; (v) by the
Company or Fortis if the Company's shareholders do not approve the Merger
Agreement and the Merger at the meeting convened therefor; and (vi) by Fortis
if the Company enters into a binding agreement with respect to a Superior
Proposal.
13
<PAGE> 14
The Merger Agreement and the Merger will be submitted for approval at
a meeting of the shareholders of the Company. Prior to such meeting, the
Company will mail to its shareholders a proxy statement with respect to such
shareholder meeting.
In connection with the Merger Agreement, the Company and Fortis
entered into a Stock Option Agreement, dated as of March 9, 1998 (the "Stock
Option Agreement'), pursuant to which the Company granted to Fortis an
irrevocable option to purchase, under certain circumstances, up to 4,880,108
shares of Common Stock at a price, subject to certain adjustments, of $22.50
per share (the "Fortis Option"). The Fortis Option, if exercised, would equal,
before giving effect to the exercise of the Fortis Option, 19.9% of the total
number of shares of Common Stock currently outstanding. The Fortis Option was
granted by the Company as a condition and inducement to Fortis' willingness to
enter into the Merger Agreement. Under certain circumstances and subject to
certain limitations, the Company may be required to repurchase the Fortis
Option and all of the shares acquired pursuant to the exercise of the Fortis
Option.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Employee Mortgage Program
Under a program previously available to all of the Company's full-time
employees generally with at least one year of continuous service, certain
employees have obtained mortgage loans from the Company on favorable terms (the
"Employee Mortgage Program"). The Employee Mortgage Program provided mortgage
financing for the purchase or refinancing of an employee's primary residence at
a fixed interest rate equivalent to the then prevailing market rates in the
greater Miami metropolitan area. The Company charged each employee
out-of-pocket origination expenses, but no origination fees or points. All
mortgage payments under the Employee Mortgage Program were deducted directly
from the employee's paycheck.
All loans pursuant to the Employee Mortgage Program were assumed by an
unaffiliated third party as of March 31, 1997 and as of that date, mortgage
payments were no longer deducted directly from the employee's paycheck.
The following table sets forth certain information with respect to
loans outstanding for the Company's Named Executive Officers that were assumed
by a third party:
<TABLE>
<CAPTION>
AMOUNT OUTSTANDING
ORIGINAL AS OF MAR. 31, ANNUAL INTEREST RATE
MORTGAGOR LOAN AMOUNT 1997 AS OF MAR. 31, 1997
- ---------------------- ----------- ------------------ --------------------
<S> <C> <C> <C>
Glendon E. Johnson.... $765,000 $756,192 7.90%
Lonnie R. Wright...... $380,000 $373,235 8.75%
</TABLE>
OTHER
Glendon E. Johnson, Jr., the son of Glendon E. Johnson, was Of Counsel
in the law firm of Lee & Smith P.C. during 1997. The Company paid fees of
$850,000 to Lee & Smith P.C. in 1997.
14
<PAGE> 15
Norman E. Crocker, a director of the Company, is the President of
Crocker & Company, Ltd., an actuarial consulting firm. The Company paid
consulting fees of $351,733 to Crocker & Co., Ltd. in 1997.
Linda Jenckes, a director of the Company, is the President of Linda
Jenckes and Associates, a consulting firm. The Company paid consulting fees of
$72,795 to Linda Jenckes and Associates in 1997.
15
<PAGE> 16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange
Act, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Miami, State of
Florida, on the 30 day of April 1998.
JOHN ALDEN FINANCIAL CORPORATION
By: /s/ SCOTT L. STANTON
-------------------------------------------------
Scott L. Stanton
Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed by the following persons in the capacities
indicated on April 30, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
By: /s/ GLENDON E. JOHNSON President, Chairman of the Board and Chief Executive
----------------------------- Officer (Principal Executive Officer)
Glendon E. Johnson
By: /s/ SCOTT L. STANTON Director, Senior Vice President and Chief Financial
----------------------------- Officer (Principal Financial Officer and Principal
Scott L. Stanton Accounting Officer)
By: /s/ MARVIN H. ASSOFSKY Director
-----------------------------
Marvin H. Assofsky
By: /s/ NORMAN E. CROCKER Director
-----------------------------
Norman E. Crocker
By: Director
-----------------------------
David P. Gardner
By: /s/ EDWIN J. GARN Director
-----------------------------
Edwin J. Garn
By: /s/ CARL F. GEUTHER Director
-----------------------------
Carl F. Geuther
By: /s/ LINDA JENCKES Director
-----------------------------
Linda Jenckes
By: /s/ LYNN G. MERRITT Director
-----------------------------
Lynn G. Merritt
By: /s/ JAMES L. MOOREFIELD Director
-----------------------------
James L. Moorefield
By: Director
-----------------------------
Lonnie R. Wright
</TABLE>
