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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
Date of Report (Date of earliest event reported): JULY 1, 1997
RELIASTAR FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 0-10640 41-1620373
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(State of Incorporation) (Commission file number) (I.R.S. Employer
Identification No.)
20 Washington Avenue South
Minneapolis, Minnesota 55401
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(Address of principal executive offices) (Zip Code)
(612) 372-5432
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(Registrant's telephone number)
ITEM 5. MERGER OF SECURITY-CONNECTICUT CORPORATION INTO THE COMPANY.
On July 1, 1997, Security-Connecticut Corporation, a Delaware corporation
("SCC"), was merged into the Registrant under an Agreement and Plan of Merger
dated as of February 23, 1997, between the Registrant and SCC (the "Merger
Agreement"). The terms of the acquisition are described in the Registrant's
Current Report on Form 8-K dated February 23, 1997, and the Registrant's
Registration Statement on Form S-4, as amended (Reg. No. 333-27583). Under the
terms of the Merger Agreement, each share of SCC Common Stock was exchanged for
.7367 of a share of the Registrant's Common Stock. Based on the closing price of
the Registrant's Common Stock on July 1, 1997, the approximate aggregate value
of the stock-for-stock exchange is $460 million. SCC's Board of Directors
previously announced that, with the Registrant's consent, it declared a special
cash dividend of $.67 per share, payable July 10 to SCC record stockholders as
of July 1, constituting an aggregate dividend of $5.8 million. In addition, the
Registrant assumed $75 million of SCC's 7 1/8% Notes Due March 1, 2003.
Additional information is included in the Registrant's press release dated July
1, 1997, which is filed as an exhibit hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT
2. Agreement and Plan of Merger dated as of February 23, 1997, between
ReliaStar Financial Corp. and Security-Connecticut Corporation
(incorporated by reference to Exhibit A to the Proxy Statement/Prospectus
included in the Registrant's Registration Statement on Form S-4, as amended
(Reg. No. 333-27583)).
99.1 Press release dated July 1, 1997.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RELIASTAR FINANCIAL CORP.
Date: July 1, 1997 By: /s/Richard R. Crowl
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Richard R. Crowl, Senior Vice-President,
General Counsel and Secretary
Exhibit 99.1
FOR IMMEDIATE RELEASE
July 1, 1997
MEDIA
CONTACT: Ruth Weber Kelley
(612) 372-5628
INVESTOR
CONTACT: Karin E. Glasgow
(612) 342-3979
RELIASTAR COMPLETES SECURITY-CONNECTICUT ACQUISITION
MINNEAPOLIS -- ReliaStar Financial Corp. (NYSE: RLR) announced today that
it has completed the legal closing of the merger of Security-Connecticut Corp.
(NYSE: SRC) into ReliaStar.
ReliaStar and Security-Connecticut announced last week that
Security-Connecticut shareholders had voted in favor of the merger at a special
shareholder meeting held on June 24. The shareholder vote, in addition to
approval from the New York state insurance department, represented the last in a
series of approvals required to finalize the transaction.
In February, ReliaStar and Security-Connecticut announced that the
companies had signed a definitive agreement to merge Security-Connecticut into
ReliaStar in a stock-for-stock transaction.
According to the terms of the merger agreement, Security-Connecticut
shareholders will receive .7367 of a share of ReliaStar common stock per share
of Security-Connecticut common stock outstanding. Security-Connecticut
shareholders will be sent information this week regarding the procedures for
exchanging their shares.
-more-
RELIASTAR COMPLETES ACQUISITION 2-2-2
Last week, the Security-Connecticut board of directors also announced that
it, with ReliaStar's consent, declared a special dividend of $0.67 per
outstanding share of Security-Connecticut common stock. The special dividend is
payable July 10, 1997, to Security-Connecticut shareholders of record on July 1.
"This merger represents tremendous growth opportunities for both ReliaStar
and Security-Connecticut," said John G. Turner, ReliaStar chairman and chief
executive officer. "Each organization has products that are attractive to the
other's distribution channels, and, as ReliaStar increases its scope as a broad
financial services company, we now have additional access to customers through
Security-Connecticut's top-notch network of life insurance brokerage general
agencies."
"We're very fortunate to have found an organization that offers such an
outstanding strategic fit with Security-Connecticut," said Ronald D. Jarvis,
president and chief executive officer of Security-Connecticut Life and Lincoln
Security Life, the two life insurance companies that made up
Security-Connecticut Corp. "The benefits that will accrue to
Security-Connecticut through this partnership -- including broader product
offerings, anticipated claims-paying ratings upgrades over time and increased
operating efficiency -- will enable us to provide significant value to our
distributors and customers."
On a pro forma basis as of March 31, 1997, the combined company has:
Assets under management of $20.8 billion, compared with $19.0 billion for
ReliaStar alone; $250 billion of life insurance in force, compared with
$198.3 billion for ReliaStar alone.
-more-
RELIASTAR COMPLETES ACQUISITION 3-3-3
ReliaStar Financial Corp. is a Minneapolis-based holding company dedicated
to forming lifetime partnerships with its customers. It provides individuals and
institutions with life insurance and annuities, employee benefits, reinsurance,
retirement plans, mutual funds, residential mortgages and personal finance
education. The company, which was founded in 1885, is the twelfth largest
publicly held life insurance holding company in the United States.
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