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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ReliaStar Financial Corp.
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(Exact name of registrant as specified in its charter)
Delaware 41-1620373
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
20 Washington Avenue South, Minneapolis, Minnesota 55401
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [X]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be so registered each class is to be so registered
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7 1/8% Notes Due March 1, 2003 New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Securities to be Registered.
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On July 1, 1997, under an Agreement and Plan of Merger dated as of February
23, 1997 (the "Merger Agreement"), between ReliaStar Financial Corp., a Delaware
corporation ("ReliaStar"), and Security-Connecticut Corporation, a Delaware
corporation ("SCC"), SCC was merged into ReliaStar (the "Merger"). In the
Merger, SCC's separate corporate existence terminated with ReliaStar as the
surviving corporation. As provided in the Merger Agreement, ReliaStar assumed
the obligations of SCC under SCC's 7 1/8% Notes due March 1, 2003 (the
"Notes"). The obligations of ReliaStar with respect to the Notes are set forth
in a Supplemental Indenture, dated as of July 1, 1997, among ReliaStar, SCC and
State Street Bank and Trust Company, as trustee (the "Trustee").
The description of the terms of the Notes is contained in SCC's
Registration Statement on Form S-3, as amended (Reg. No. 33-92368), dated June
8, 1995. This description is incorporated by reference herein.
Item 2. Exhibits.
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1. Indenture between SCC and the Trustee, dated as of October 10,
1995 (incorporated by reference to Exhibit 4.01 to SCC's Current
Report on Form 8-K (File No. 1-12746), dated October 10, 1995).
2. Supplemental Indenture among ReliaStar, SCC, and the Trustee,
dated as of July 1, 1997.
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SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
RELIASTAR FINANCIAL CORP.
Date: June 25, 1997 By: /s/ Richard R. Crowl
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Richard R. Crowl, Senior Vice President,
General Counsel, and Secretary
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EXHIBIT 2
RELIASTAR FINANCIAL CORP.
to
STATE STREET BANK AND TRUST COMPANY
Trustee
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Supplemental Indenture*
Dated as of July 1, 1997
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*Supplementing the Indenture dated as of October 10, 1995.
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This SUPPLEMENTAL INDENTURE is dated as of July 1, 1997, among ReliaStar
Financial Corp., a Delaware corporation ("ReliaStar"), Security-Connecticut
Corporation, a Delaware corporation ("SCC"), and State Street Bank and Trust
Company, a Massachusetts trust company (the "Trustee").
WHEREAS, SCC previously issued and sold $75,000,000 principal amount of its
7 1/8% Notes Due March 1, 2003 (the "Notes") under an Indenture dated as of
October 10, 1995 (the "Indenture"), between SCC and the Trustee;
WHEREAS, ReliaStar and SCC entered into an Agreement and Plan of Merger,
dated as of February 23, 1997 (the "Merger Agreement"), providing for the merger
of SCC with and into ReliaStar (the "Merger"), and providing that effective upon
the Merger the separate existence of SCC will cease and ReliaStar will continue
as the surviving corporation;
WHEREAS, Article Eight of the Indenture provides for the substitution for
SCC of the corporation resulting from a merger with SCC, in accordance with the
terms and provisions of Article Eight, as more fully described therein;
WHEREAS, Section 1.2 of the Merger Agreement provides that at the Effective
Time (as defined below) of the Merger, all debts, obligations, and liabilities
of SCC will attach to ReliaStar; and
WHEREAS, Section 901(1) of the Indenture provides that SCC (when authorized
by a Board Resolution) and the Trustee, may enter into a supplemental indenture
without the consent of any Holders with respect to the purposes enumerated
therein;
WHEREAS, the execution of this Supplemental Indenture has been duly
authorized by ReliaStar, SCC and the Trustee, and all things necessary to make
this Supplemental Indenture a valid, binding and legal instrument according to
its terms and the terms of the Indenture have been done and performed; and
WHEREAS, capitalized terms used but defined herein shall have the meanings
given to them in the Indenture.
NOW, THEREFORE, the parties agree as follows:
ARTICLE I.
Effectiveness
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Section 1.1 Effective Time of Merger. As provided in the Merger Agreement,
ReliaStar and SCC will cause the Merger to be consummated by filing a
Certificate of Merger with the Delaware Secretary of State as soon as
practicable on the Closing Date (as defined in Section 1.4(b) of the Merger
Agreement). The time of such filing is the "Effective Time" of the Merger.
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Section 1.2 Effectiveness of Supplemental Indenture. This Supplemental
Indenture will be effective at the Effective Time, which shall be evidenced by
the delivery to the Trustee of an Officers' Certificate of ReliaStar, upon which
the Trustee may rely as conclusive evidence of the consummation of the Merger,
the Effective Time thereof, and the effectiveness of this Supplemental
Indenture.
ARTICLE II.
Assumption and Substitution
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Section 2.1 Assumption. ReliaStar hereby assumes the due and punctual
payment of the principal of (and premium, if any) and interest on the Notes and
the performance of every covenant of the Indenture to be performed or observed
on the part of SCC.
Section 2.2 Substitution. ReliaStar, by virtue of this assumption and the
execution of this Supplemental Indenture, succeeds to and is substituted for SCC
with the same effect as if it had been named in the Indenture as the obligor
thereunder and otherwise with the effect provided in Section 802 of the
Indenture.
Section 2.3 Effectiveness of Assumption. The assumption by ReliaStar
provided for in Sections 2.1 and 2.2 hereof will, after execution of this
Supplemental Indenture by ReliaStar, become effective at the time specified in
Section 1.2 hereof regardless of whether this Supplemental Indenture has then
been executed by the other parties.
ARTICLE III.
Endorsement and Change of Form of Notes
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Any Notes authenticated and delivered after the Effective Time in
substitution for Notes then outstanding and all Notes presented or delivered to
the Trustee on and after that date for such purpose will (unless textually
revised) be stamped by the Trustee, with a notation as follows:
"The obligations and liabilities of Security-Connecticut Corporation,
a Delaware corporation, contained herein with respect to the payment of the
principal of (and premium, if any) and interest on this Note and all other
obligations and liabilities of the original obligor under the Indenture
have been assumed by ReliaStar Financial Corp., a Delaware corporation. The
Indenture dated as of October 10, 1995 referred to in this Note has been
supplemented and amended by a Supplemental Indenture dated as of July 1,
1997 to provide for, among other things, the assumption of obligations and
liabilities by ReliaStar Financial Corp. Reference is hereby made to the
Supplemental Indenture, copies of which are on file with the Trustee, for a
description of the supplements and amendments therein made."
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ARTICLE IV.
Miscellaneous
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As of the Effective Time, the notice address of ReliaStar for all purposes
under the Indenture, as supplemented, is the following:
ReliaStar Financial Corp.
20 Washington Avenue South
Minneapolis, Minnesota 55401
Attention: General Counsel
Except as expressly supplemented or amended by this Supplemental Indenture,
the Indenture is hereby ratified and confirmed, and all the terms, provisions,
and conditions thereof continue in full force and effect. The Indenture and this
Supplemental Indenture shall be read, taken and construed as one and the same
instrument and shall be binding upon all Holders.
The Trustee accepts the trusts created by the Indenture, as supplemented
and amended by this Supplemental Indenture, and will perform the same upon the
terms and conditions in the Indenture, as supplemented and amended by this
Supplemental Indenture.
This instrument may be executed in any number of counterparts, each of
which is deemed to be an original, but all of which together constitute one and
the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.
RELIASTAR FINANCIAL CORP.
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By: /s/ Richard R. Crowl
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Richard R. Crowl, Senior Vice President,
General Counsel and Secretary
Attest: /s/ Susan M. Bergen
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Susan M. Bergen, Assistant
Secretary
SECURITY-CONNECTICUT CORPORATION
By: /s/ Ronald D. Jarvis
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Ronald D. Jarvis, President
Attest: /s/ Patrica A. DeVita
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Patricia A. DeVita, Secretary
STATE STREET BANK AND TRUST COMPANY
By: /s/ Henry Seemore
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Its: Assistant Vice President
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Attest: Patrick Thebado
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