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213,627 SHARES
RELIASTAR FINANCIAL CORP.
COMMON STOCK
This Prospectus relates to shares of Common Stock of ReliaStar
Financial Corp. (the "Company") that may be sold by the Selling Stockholders.
See "Selling Stockholders." These shares were issued to the Selling
Stockholders in connection with the acquisition of Successful Money Management
Seminars, Inc. by the Company. The Company will not receive any of the proceeds
from the sale of shares by the Selling Stockholders.
The Company's Common Stock is traded on the New York Stock Exchange
("NYSE") under the symbol "RLR." On March 25, 1997, the last sale price for
the Common Stock, as reported on the NYSE Composite Tape was $61.00 per
share. See "Price Range of Common Stock and Dividend Policy."
The distribution of the shares of Common Stock offered hereby by
the Selling Stockholders may be effected from time to time (but no later than
April 30, 1997) in one or more transactions on the NYSE or otherwise, in
negotiated transactions, through the writing of options on shares (whether
the options are listed on an options exchange or otherwise), or a combination
of such methods of sale, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. The
Selling Stockholders may effect such transactions by selling shares to or
through broker-dealers, and these broker-dealers may receive compensation in
the form of underwriting discounts, concessions or commissions from the
Selling Stockholders and/or purchasers of shares for whom they may act as
agent (which compensation may be in excess of customary commissions). See
"Plan of Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus in connection with the offer made by this Prospectus, and, if given
or made, such information or representations must not be relied upon as having
been authorized. This Prospectus does not constitute an offer or solicitation
by anyone in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation. The delivery of this Prospectus at any time shall not
under any circumstances create an implication that there has been no change in
the affairs of the Company since the date hereof.
THE DATE OF THIS PROSPECTUS IS MARCH 31, 1997
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and at the Commission's regional offices at
500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 75 Park Place,
14th Floor, New York, New York 10007. Copies of such material may be obtained
at prescribed rates from the public reference facilities of the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. The Commission
maintains a Web site that contains reports, proxy statements and other
information filed by the Company at: http://www.sec.gov. In addition, such
materials may be inspected and copied at the offices of the NYSE, 20 Broad
Street, New York, New York 10005.
This Prospectus constitutes a part of a registration statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
omits certain of the information contained in the Registration Statement, and
reference is hereby made to the Registration Statement for further information
with respect to the Company, and the Common Stock offered hereby. Any
statements contained herein concerning the provisions of any document are not
necessarily complete, and, in each instance, reference is made to the copy of
the document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File
No. 1-10640) pursuant to the Exchange Act are incorporated herein by reference:
(i) the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (which incorporates by reference certain portions of the
Company's 1996 Annual Report to Stockholders, including financial
statements and accompanying information, and certain portions of the
Company's definitive proxy statement for the Company's 1997 Annual Meeting
of Stockholders);
(ii) the Company's Current Report on Form 8-K dated February 23,
1997;
(iii) the Company's Amendment on Form 8-K/A dated May 20, 1993 to
the Company's Current Report on Form 8-K dated January 17, 1989 filed by
the Company in lieu of a Registration Statement on Form 8-B and Amendment
on Form 8A/A dated September 12, 1994 to a Registration Statement on
Form 8-A dated October 4, 1989, as amended on February 15, 1990 (File
No. 0-17441), which contain a description of the Company's Common Stock and
related Rights to Purchase Preferred Stock of the Company; and
(iv) all other documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of an offering of the
shares of Common Stock offered hereby by the Selling Stockholders.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
(or in any other subsequently filed document that also is or is deemed to be
incorporated herein or in an accompanying Prospectus Supplement by reference)
modifies or supersedes such
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statement. Any such statement so modified or superseded shall not be deemed to
constitute a part hereof or an accompanying Prospectus Supplement except as so
modified or superseded.
The Company will provide without charge to each person, including any
beneficial holder, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any or all of the
documents which are incorporated herein by reference (other than exhibits to
such documents, unless those exhibits are specifically incorporated therein by
reference). Requests should be directed to ReliaStar Financial Corp., 20
Washington Avenue South, Minneapolis, Minnesota 55401, Attn: Secretary,
telephone (612) 372-5601.
THE COMPANY
The Company is a holding company whose subsidiaries specialize in
life insurance and related financial services. Through ReliaStar Life
Insurance Company, Minneapolis, Minnesota, and other subsidiaries, the
Company issues and distributes individual life insurance and annuities, group
life and health insurance, life and health reinsurance, mutual funds,
residential mortgages and personal finance education. The Company operates in
four business segments: Individual Insurance, Employee Benefits, Life and
Health Reinsurance and Pension.
Other principal subsidiaries are Northern Life Insurance Company,
ReliaStar United Services Life Insurance Company, ReliaStar Bankers Security
Life Insurance Company and Northstar Investment Management Corporation.
Successful Money Management Seminars, Inc., and PrimeVest Financial Services,
Inc.
On February 23, 1997, the Company entered into a definitive
agreement to merge Security-Connecticut Corporation, an insurance holding
company, with and into the Company. The merger is valued at $488 million and
is expected to close during the summer of 1997. For more information on the
merger, see the Company's Current Report on form 8-K dated February 23, 1997.
The Company, which was incorporated in Delaware in 1988, became the
parent of ReliaStar Life and its subsidiaries pursuant to a Plan of Conversion
and Reorganization (the "Plan") which became effective on January 3, 1989.
Pursuant to the Plan, ReliaStar Life Insurance Company, which was organized in
1885 (as "Northwestern National Life Insurance Company") was converted from a
combined stock and mutual life insurance company to a stock life insurance
company.
The Company's executive offices are located at ReliaStar Financial
Corp., 20 Washington Avenue South, Minneapolis, Minnesota 55401, and its
telephone number is (612) 372-5601.
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PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The Company's Common Stock is listed and principally traded on the
NYSE under the symbol RLR. The following table sets forth, for the periods
indicated, the reported high and low sale prices on the NYSE Composite Tape and
dividends paid per share on the Common Stock.
<TABLE>
<CAPTION>
HIGH LOW DIVIDENDS
---- --- ---------
<S> <C> <C> <C>
1995:
First Quarter . . . . . . . . . . . . . . . . . . . . $35.500 $29.000 $.225
Second Quarter. . . . . . . . . . . . . . . . . . . . 39.625 33.750 .25
Third Quarter . . . . . . . . . . . . . . . . . . . . 41.500 36.000 .25
Fourth Quarter. . . . . . . . . . . . . . . . . . . . 44.500 39.875 .25
1996:
First Quarter . . . . . . . . . . . . . . . . . . . . $51.625 $41.500 $.25
Second Quarter. . . . . . . . . . . . . . . . . . . . 47.000 41.375 .28
Third Quarter . . . . . . . . . . . . . . . . . . . . 48.125 40.000 .28
Fourth Quarter. . . . . . . . . . . . . . . . . . . . 58.375 47.625 .28
1997:
First Quarter (through March 25, 1997). . . . . . . . $65.375 $54.000 $.28
</TABLE>
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SELLING STOCKHOLDERS
The following table sets forth certain information regarding
beneficial ownership of the Company's Common Stock as of February 27, 1997
and as adjusted to reflect the sale of shares offered by this Prospectus by
each Selling Stockholder.
<TABLE>
<CAPTION>
SHARES SHARES
OWNED PRIOR SHARES OFFERED OWNED AFTER
TO OFFERING OFFERING
----------- -------------- -----------
NAME NUMBER NUMBER NUMBER PERCENT
---- ------ ------ ------ -------
<S> <C> <C> <C> <C>
Gordon C. Root(1) 109,124 50,000 59,124 *
Lindalee M. Root 109,025 90,127 18,898 *
Douglas W. Root(2) 48,950 5,000 43,950 *
Jack B. Root, Jr.(3) and Margaret A.
Root, as tenants in common 40,050 10,000 30,050 *
Kimberly Lynne Root Levasa 13,350 2,500 10,850 *
Gretchen S. Mortensen(5) and
Douglas L. Mortensen, as joint
tenants 53,400(4) 10,000 43,400(4) *
Ashton G. Root 31,150 6,000 25,150 *
Jack B. Root (6) 124,600 20,000 104,600 *
Wilma L. Root 124,600 20,000 104,600 *
</TABLE>
- --------------------
* Represents beneficial ownership of less than one percent of the outstanding
Common Stock.
(1) Vice President, Successful Money Management Seminars, Inc., a subsidiary
acquired by the Company on September 3, 1996 ("SMMS").
(2) Senior Vice President, Chief Operating Officer, SMMS.
(3) Director of Product Development, SMMS.
(4) Includes 17,800 shares held by Gretchen S. Mortensen, individually, and
17,800 shares held by Douglas L. Mortensen, individually.
(5) Treasurer, SMMS.
(6) President, SMMS.
PLAN OF DISTRIBUTION
The distribution of the shares of Common Stock offered hereby by
the Selling Stockholders may be effected from time to time (but no later than
April 30, 1997) in one or more transactions on the NYSE or otherwise, in the
over-the-counter market, in negotiated transactions, through the writing of
options on shares (whether the options are listed on an options exchange or
otherwise), or a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling shares to or through broker-dealers, and these
broker-dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholders and/or
purchasers of shares for whom they may act as agent (which compensation may
be in excess of customary commissions). The Selling Stockholders and
broker-dealers that participate with the Selling Stockholders in the
distribution of shares may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act, and any commissions received by them
and any profit on the resale of shares may be deemed to be underwriting
compensation.
LEGAL OPINIONS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Faegre & Benson LLP, 2200 Norwest Center,
Minneapolis, Minnesota 55402.
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EXPERTS
The consolidated financial statements of the Company and related
financial statement schedules as of December 31, 1995 and 1994 and for each of
the three years in the period ended December 31, 1995, incorporated herein by
reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports incorporated herein by reference, and have
been so incorporated in reliance upon the reports of that firm given upon their
authority as experts in accounting and auditing.
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