<PAGE>
As filed with the Securities and Exchange Commission on December 12, 1997
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RELIASTAR FINANCIAL CORP.
(Exact Name of Registrant as Specified in its Charter)
MINNESOTA 41-1620373
------------------------------- -------------------------------
(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
20 WASHINGTON AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55401
------------------------------- -------------------------------
(Address of Principal Executive Offices) (Zip Code)
NWNL NORTHSTAR, INC.
1993 Stock Option Plan
(Full Title of the Plan)
RICHARD R. CROWL Copy to:
Senior Vice President, General Counsel, Thomas G. Morgan
and Secretary Michael A. Stanchfield
ReliaStar Financial Corp. Faegre & Benson LLP
20 Washington Avenue South 2200 Norwest Center
Minneapolis, Minnesota 55401 MINNEAPOLIS, MINNESOTA 55402
(Name and Address of Agent for Service) (612) 336-3000
(612) 342-3514
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
Proposed Proposed
Title of Securities Amount to be Maximum Offering Price Maximum Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 309,332 Shares (1) $(2) $1,630,953 (3) $482.00
==========================================================================================================================
</TABLE>
(1) Maximum number of shares available upon exercise of options issued under
the NWNL Northstar, Inc. 1993 Stock Option Plan. No further options will be
issued under the Plan.
(2) Prices range from $4.83 to $13.98 per share, with an average of $5.2725 per
share.
(3) Calculated under Rule 457(h)(1).
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are, as of their respective dates, incorporated
by reference in this Registration Statement:
(a) The Annual Report on Form 10-K of ReliaStar Financial Corp. (the
"Company") for the fiscal year ended December 31, 1996 (which incorporates by
reference certain portions of the Company's 1996 Annual Report to Shareholders,
including financial statements and accompanying information, and certain
portions of the Company's definitive proxy statement for its 1997 Annual Meeting
of Shareholders);
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the Annual Report on Form 10-K
referred to in (a) above;
(c) The description of the Company's Common Stock and related Rights to
Purchase Preferred Stock contained its Amendment on Form 8-K/A dated May 20,
1993 to its Current Report on Form 8-K dated January 17, 1989 filed by it 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); and
(d) The Company's Registration Statement on Form S-4, as amended (Reg. No.
333-27583), dated May 23, 1997, relating to the Company's acquisition of
Security-Connecticut Corporation.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
that indicates that all shares of Common Stock offered have been sold or which
deregisters all shares of Common Stock then remaining unsold, shall be deemed to
be incorporated by reference in, and to be a part of, this Registration
Statement from the date of filing of such documents.
Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 of the General Corporation Law of the
State of Delaware, which provides for indemnification of directors and officers
in certain circumstances.
Article VIII of the By-Laws of the Company provides for broad
indemnification of directors and officers of the Company. See Exhibit 4(b)
hereto.
The Company also maintains director and officer liability insurance
policies.
In addition, Section 7 of Article Sixth of the Company's Certificate of
Incorporation contains broad provisions limiting the liability of directors for
monetary damages for breach of fiduciary duty as a director. See Exhibit 4(a)
hereto.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
-------
4(a) Certificate of Incorporation, as amended, of the Company.
4(b) By-Laws, as amended, of the Company (incorporated by reference to
Exhibit 3 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1990, File No. 1-10640).
4(c) Surplus Note (incorporated by reference to Exhibit 4(e) to the
Company's Registration Statement on Form S-3, Registration No. 33-
87588).
4(d) Rights Agreement dated as of October 7, 1988 (incorporated by
reference to Exhibit 1 to the Company's Registration Statement on Form
8-A dated October 4, 1989, File No. 0-17441).
4(e) Amendment to Rights Agreement dated as of February 8, 1990
(incorporated by reference to Exhibit 1 to the Company's Amendment on
Form 8 dated February 15, 1990 to Registration Statement on Form 8-A
dated October 4, 1989, File No. 0-17441).
4(f) Amendment to Rights Agreement dated as of September 10, 1994
(incorporated by reference to Exhibit 1 to the Company's Amendment on
Form 8-A/A dated September 12, 1994 to Registration Statement on Form
8-A dated October 4, 1989, File No. 0-17441).
5 Opinion of Richard R. Crowl, Senior Vice President, General Counsel,
and Secretary of the Company.
2
<PAGE>
23(a) Consent of Richard R. Crowl (included in Exhibit 5).
23(b) Consent of Deloitte & Touche LLP.
24 Powers of Attorney (included with signatures to this
Registration Statement).
99(a) NWNL Northstar, Inc. 1993 Stock Option Plan.
99(b) Form of Amendment No. 1 to the NWNL Northstar, Inc. 1993 Stock
Option Plan.
ITEM 9. UNDERTAKINGS.
A. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(b) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;
and
(c) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (A)(1)(a) and (A)(1)(b) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Sections 13 or 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
B. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Sections 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to the initial bona
fide offering thereof.
3
<PAGE>
C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act, and will be governed by the final adjudication
of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on December 12,
1997.
RELIASTAR FINANCIAL CORP.
(Registrant)
By JOHN G. TURNER*
-----------------------------
John G. Turner
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on December 12, 1997 by the following
persons in the capacities with ReliaStar Financial Corp. indicated:
JOHN G. TURNER* Chairman and Chief Executive Officer
--------------------- (Principal Executive Officer)
John G. Turner
JAMES R. MILLER* Senior Vice President, Chief
--------------------- Financial Officer,
James R. Miller and Treasurer
(Principal Financial Officer)
CHRIS D. SCHREIER* Second Vice President and Controller
--------------------- (Principal Accounting Officer)
Chris D. Schreier
CAROLYN H. BALDWIN )
DAVID C. COX )
JOHN H. FLITTIE )
LUELLA GROSS GOLDBERG )
WILLIAM A. HODDER )
JAMES J. HOWARD III ) A majority of the Board of Directors*
RANDY C. JAMES )
RICHARD L. KNOWLTON )
DAVID A. KOCH )
RICHARD M. KOVACEVICH )
GLEN D. NELSON, M.D. )
JAMES J. RENIER )
JOHN G. TURNER )
* Richard R. Crowl, by signing his name hereto, does hereby sign this document
on behalf of each of the above-named officers or directors of ReliaStar
Financial Corp. pursuant to powers of attorney duly executed by such persons.
/s/ Richard R. Crowl
--------------------
Richard R. Crowl
Attorney-in-fact
5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
- --------
<S> <C> <C>
4(a) Certificate of Incorporation, as amended, of the
Company................................................. Filed Electronically
4(b) By-Laws, as amended, of the Company (incorporated by
reference to Exhibit 3 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1990, File
No. 1-10640)............................................ Incorporated by Reference
4(c) Surplus Note (incorporated by reference to Exhibit 4(e)
to the Company's Registration Statement on Form S-3,
Registration No. 33-87588).............................. Incorporated by Reference
4(d) Rights Agreement dated as of October 7, 1988
(incorporated by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A dated
October 4, 1989, File No. 0-17441)...................... Incorporated by Reference
4(e) Amendment to Rights Agreement dated as of February 8,
1990 (incorporated by reference to Exhibit 1 to the
Company's Amendment on Form 8 dated February 15, 1990
to Registration Statement on Form 8-A dated October 4,
1989, File No. 0-17441)................................. Incorporated by Reference
4(f) Amendment to Rights Agreement dated as of September 10,
1994 (incorporated by reference to Exhibit 1 to the
Company's Amendment on Form 8-A/A dated September 12,
1994 to Registration Statement on Form 8-A dated
October 4, 1989, File No. 0-17441)...................... Incorporated by Reference
5 Opinion of Richard R. Crowl, Senior Vice President,
General Counsel, and Secretary of the Company........... Filed Electronically
23(a) Consent of Richard R. Crowl (included in Exhibit 5)
23(b) Consent of Deloitte & Touche LLP........................ Filed Electronically
24 Powers of Attorney (included with signatures to this
Registration Statement)................................. Filed Electronically
99(a) NWNL Northstar, Inc. 1993 Stock Option Plan............. Filed Electronically
99(b) Form of Amendment No. 1 to the NWNL Northstar, Inc.
1993 Stock Option Plan.................................. Filed Electronically
</TABLE>
6
<PAGE>
Exhibit 4(a)
CERTIFICATE OF INCORPORATION
OF
RELIASTAR FINANCIAL CORP.
(AS AMENDED)
FIRST: The name of the Corporation is ReliaStar Financial Corp.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, located in
New Castle County. The registered agent of the Corporation at that address is
The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The total number of shares of all classes of capital stock which
the Corporation shall have authority to issue is 207,000,000 shares, consisting
of 7,000,000 shares of Preferred Stock, par value $.01 per share, and
200,000,000 shares of Common Stock, par value $.01 per share. (Revised May 8,
1997)
The designations and the voting powers, preferences and relative,
participating, optional or other special rights, and the qualifications,
limitations or restrictions thereof, of the Preferred Stock, and the Common
Stock which are fixed by this Certificate of Incorporation and the express grant
of authority to the Board of Directors to fix by resolution or resolutions the
designations and the voting powers, preferences and relative, participating,
optional or other special rights, and the qualifications, limitations or
restrictions thereof, of the Preferred Stock which are not fixed by this
Certificate of Incorporation are as follows and as elsewhere set forth in
Articles Sixth, Seventh, Eighth and Tenth:
1. The Preferred Stock may be issued at any time or from time to
time in any amount provided not more than 7,000,000 shares thereof shall be
outstanding at any one time, as Preferred Stock of one or more series, as
hereinafter provided. Each share of any one series of Preferred Stock
shall be identical in all respects except as to the date from which
dividends thereon may be cumulative, each series of Preferred Stock shall
be distinctly designated by letter or descriptive words, and all series of
Preferred Stock shall rank equally and be identical in all respects except
as permitted by the provisions of Section 2 of this Article Fourth. Shares
of Preferred Stock shall be issued only as fully paid and nonassessable
shares.
2. Authority is hereby expressly granted to and vested in the
Board of Directors at any time or from time to time, without action by or
approval of the shareholders, to issue the Preferred Stock as Preferred
Stock of one or more series, to fix by resolution or resolutions providing
for the issuance of shares of any series the designations and the voting
powers, preferences and relative, participating, optional or other special
rights, and the qualifications, limitations or restrictions thereof, of
such series so far as not inconsistent with
<PAGE>
the provisions of this Article Fourth applicable to all series of Preferred
Stock, and to the full extent now or hereafter permitted by the laws of the
State of Delaware, including the following:
(a) the distinctive designation of such series and the number of
shares which shall constitute such series, which number may be
increased (except where otherwise provided by the Board of Directors
in creating such series) or decreased (but not below the number of
shares thereof then outstanding) from time to time by action of the
Board of Directors;
(b) the rate or rates of dividends payable on shares of such
series, whether dividends shall be cumulative and, if so, the date or
dates from which dividends shall be cumulative on the shares of such
series, the preferences, restrictions, limitations and conditions upon
the payment of dividends, and the dates on which dividends, if
declared, shall be payable;
(c) whether shares of such series shall be redeemable and, if so,
the terms and provisions of such redemption, including the date or
dates upon or after which they shall be redeemable, the amount per
share payable in case of redemption, which amount may vary under
different conditions and at different redemption dates, and the manner
of selecting shares for redemption;
(d) the rights of the shares of such series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation, and the relative rights of priority, if
any, of payment of shares of such series;
(e) whether shares of such series shall have a purchase,
retirement or sinking fund for the purchase, retirement or redemption
of shares of such series and, if so, the terms and provisions thereof;
(f) whether shares of such series shall have conversion
privileges and, if so, the terms and provisions thereof, including
provisions for adjustment of the conversion rate in such events as the
Board of Directors shall determine;
(g) whether shares of such series shall have voting rights, in
addition to voting rights provided by law, and, if so, the terms and
provisions thereof; and
(h) any other preferences and relative, participating, optional
or other special rights, and the qualifications, limitations or
restrictions thereof.
3. The holders of the Preferred Stock of each series shall be entitled
to receive such dividends, when and as declared by the Board of Directors,
out of funds legally available therefor, as they may be entitled to in
accordance with the resolution or resolutions adopted by the Board of
Directors providing for the issuance of such series, payable on such dates
as may be fixed in such resolution or resolutions. So long as there shall
be outstanding any
2
<PAGE>
shares of Preferred Stock of any series entitled to cumulative dividends
pursuant to the resolution or resolutions providing for the issuance of
such series, no dividend, whether in cash or property, shall be paid or
declared, nor shall any distribution be made, on the Common Stock, nor
shall any shares of Common Stock be purchased, redeemed or otherwise
acquired for value by the Corporation, if at the time of making such
payment, declaration, distribution, purchase, redemption or acquisition the
Corporation shall be in default with respect to any dividend payable on, or
obligation to maintain a purchase, retirement or sinking fund with respect
to or to redeem, shares of Preferred Stock of any series. The foregoing
provisions of this Section 3 shall not, however, apply to a dividend
payable in Common Stock or to the acquisition of shares of Common Stock in
exchange for, or through application of the proceeds of the sale of shares
of Common Stock. Subject to the foregoing and to any further limitations
prescribed in accordance with the provisions of Section 2 of this Article
Fourth, the Board of Directors may declare, out of funds legally available
therefor, dividends upon the then outstanding shares of Common Stock, and
shares of Preferred Stock of any series shall not be entitled to
participate therein.
4. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of the Preferred
Stock of each series shall be entitled to receive, out of the assets of the
Corporation available for distribution to its shareholders, before any
distribution of assets shall be made to the holders of the Common Stock,
the amount per share provided by the Board of Directors pursuant to Section
2 of this Article Fourth, which may include an amount equal to any
cumulative dividends thereon to the date of final distribution to the
holders of the Preferred Stock; and the holders of the Common Stock shall
be entitled, to the exclusion of the holders of the Preferred Stock of all
series, to participate ratably in all the assets of the Corporation then
remaining in accordance with their respective rights and preferences. If
upon any liquidation, dissolution or winding up of the Corporation the
assets available for distribution shall be insufficient to pay the holders
of all outstanding shares of Preferred Stock the full amounts to which they
respectively shall be entitled, unless otherwise provided by the Board of
Directors pursuant to Section 2 of this Article Fourth the holders of
shares of Preferred Stock of all series shall participate ratably in any
distribution of assets according to the respective amount which would be
payable in respect to the shares of Preferred Stock held by them upon such
distribution if all amounts payable in respect of the Preferred Stock of
all series were paid in full. Neither a statutory merger nor consolidation
of the Corporation into or with any other corporation into or with any
other corporation, nor a statutory merger or consolidation of any other
corporation, into or with the Corporation, nor a sale, transfer or exchange
or lease of all or any part of the assets of the Corporation, shall be
deemed to be a liquidation, dissolution or winding up of the Corporation
within the meaning of this Section 4.
5. The Corporation, at the option of the Board of Directors, may redeem
the whole or any part of the Preferred Stock of any series at the price or
prices and on the terms and conditions provided in the resolution or
resolutions of the Board of Directors providing for the issuance of such
series.
3
<PAGE>
6. Anything herein or in any resolution or resolutions of the Board of
Directors providing for the issuance of any series of Preferred Stock to
the contrary notwithstanding, the rights of holders of all classes and
series of capital stock of the Corporation in respect of dividends and
purchase, retirement or sinking funds, if any, shall at all times be
subject to the power of the Board of Directors from time to time to set
aside such reserves and to make such other provisions, if any, as the Board
of Directors shall deem to be necessary or advisable for working capital,
for expansion of the Corporation's business (including the acquisition of
real and personal property for that purpose) and for any other purpose of
the Corporation.
7. Except as otherwise provided by law or by this Certificate of
Incorporation or by the resolution or resolutions of the Board of Directors
providing for the issuance of any series of Preferred Stock, the holders of
the Preferred Stock shall not be entitled to vote and shall not be entitled
to receive notice of any meeting of shareholders at which they are not
entitled to vote. Except as otherwise provided by law or by this
Certificate of Incorporation or by the resolution or resolutions of the
Board of Directors providing for the issuance of any series of Preferred
Stock, the vote of the holders of all or any portion of any class or series
of capital stock, as a class or series, shall not be required for any
action to be taken or authorized by the shareholders of the Corporation,
including any amendment of this Certificate of Incorporation. Except as
otherwise provided by law or by this Certificate of Incorporation, each
holder of shares of Common Stock shall be entitled to one vote for each
share of Common Stock held by such holder.
8. Except as otherwise provided by law or by this Certificate of
Incorporation or by the resolution or resolutions of the Board of Directors
providing for the issuance of any series of Preferred Stock or by the
instrument governing the security, obligation, warrant, option or right, no
holder of shares of any class or series of capital stock of the Corporation
or of any security or obligation convertible into, or of any warrant,
option or right to subscribe for, purchase or otherwise acquire, shares of
any class or series of capital stock of the Corporation, whether now or
hereafter authorized, shall, as such holder, have any preemptive right to
subscribe for, purchase or otherwise acquire shares of any class or series
of capital stock of the Corporation or any security or obligation
convertible into, or any warrant, option or right to subscribe for,
purchase or otherwise acquire, shares of any class or series of capital
stock of the Corporation, whether now or hereafter authorized.
9. Authority is hereby expressly granted to and vested in the Board of
Directors at any time and from time to time, without action by or approval
of the shareholders, to declare, create and issue, with respect to shares
of any class or series of capital stock of the Corporation, dividends or
distributions in, or options or rights to acquire, shares of any class or
series of capital stock of the Corporation, or other securities, and to fix
by resolution or resolutions providing for the declaration, creation and
issuance of any such dividend, distribution, option or right the terms,
provisions, rights, qualifications, limitations or restrictions thereof so
far as not inconsistent with the provisions of this Article Fourth, and to
the full extent now or hereafter permitted by the laws of the State of
Delaware, including (a) provisions for the adjustment thereof upon an
acquisition of shares, reorganization, merger,
4
<PAGE>
consolidation, sale of assets, business combination (including a Business
Combination as defined in Article Seventh) or other event, and (b)
provisions that prevent the holder of a specified percentage of outstanding
shares of any class or series of capital stock of the Corporation,
including transferees of such holder, from exercising rights thereunder.
FIFTH: The name and address of the sole incorporator of the Corporation is
Royce N. Sanner, 20 Washington Avenue South, Minneapolis, Minnesota 55401.
SIXTH: The following provisions shall govern the management of the
business and the conduct of the affairs of the Corporation and shall define,
limit and regulate the rights and powers of the Corporation and of the Board of
Directors and shareholders:
1. The business and affairs of the Corporation shall be managed by or
under the direction of a Board of Directors.
2. The Board of Directors shall consist of not less than six nor more
than eighteen directors. The directors shall be divided into three classes
as nearly equal in number as possible; the term of one class shall expire
at the 1989 annual meeting of shareholders; the term of a second class
shall expire at the 1990 annual meeting of shareholders; and the term of a
third class shall expire at the 1991 annual meeting of shareholders; and at
each annual meeting of shareholders successors to the class of directors
whose term shall then expire shall be elected to hold office for a term of
three years. Each class shall consist of not less than two nor more than
six directors. The number of directors in the class to be elected at an
annual meeting of shareholders shall be determined by the Board of
Directors prior to such meeting or, in the absence of such determination,
by the shareholders at such meeting.
3. In the event of a vacancy occurring in any class, the Board of
Directors may reduce the number of directors in such class to eliminate the
vacancy, but in no case may the number of directors in such class be less
than two. The Board of Directors may increase the number of directors in a
class, but in no case may the number of directors in such class be more
than six. In the event of a vacancy occurring in any class or a newly
created directorship resulting from an increase in the number of directors
in any class, the Board of Directors may fill such vacancy or newly created
directorship for the remainder of the unexpired term by vote of the
majority of the remaining directors, though less than a quorum. The
directors of each class shall hold office for the term for which elected
and until the successors to such class are elected, and nothing herein
shall prevent any retiring director from being eligible for re-election.
4. The shareholders shall not have the right to remove any directors
except for cause and upon the affirmative vote of at least 75% of the votes
entitled to be cast by the holders of all outstanding shares of capital
stock entitled to vote generally in the election of directors of the
Corporation, voting together as a single class.
5. Notwithstanding the foregoing, whenever the holders of any one or
more series of Preferred Stock issued by the Corporation shall have the
right, voting separately, to
5
<PAGE>
elect directors at an annual or special meeting of shareholders, the
election, term of office, filling of vacancies and other provisions
relating to such directorships shall be governed by the provisions of this
Certificate of Incorporation applicable thereto, including the resolution
or resolutions adopted by the Board of Directors pursuant to Section 2 of
Article Fourth, and such directors so elected shall not be divided into
classes pursuant to Section 2 of this Article Sixth unless expressly
provided by such provisions.
6. Elections of directors need not be by written ballot unless the By-
Laws of the Corporation so provide.
7. A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of
fiduciary duty by the director as a director; provided, however, that this
Section 7 shall not eliminate or limit the liability of a director to the
extent provided by applicable law (a) for any breach of the duty of loyalty
of the director to the Corporation or its shareholders, (b) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) for any unlawful action under Section 174 of
the General Corporation Law of the State of Delaware, or (d) for any
transaction from which the director derived an improper personal benefit.
No amendment to or repeal of this Section 7 shall apply to or have any
effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of the director
occurring prior to such amendment or repeal. If the laws of the State of
Delaware are hereafter changed to permit further elimination or limitation
of the liability of directors, then the liability of each director of the
Corporation shall thereupon be eliminated or limited to the fullest extent
then permitted by law.
8. The Board of Directors shall have concurrent power with the
shareholders to adopt, alter, amend or repeal the By-Laws of the
Corporation. The Board of Directors may so adopt or change the By-Laws upon
the affirmative vote of the number of directors which shall constitute,
under the provisions of the By-Laws, the action of the Board of Directors.
The shareholders may not so adopt or change the By-Laws except upon the
affirmative vote of at least 75% of the votes entitled to be cast by the
holders of all outstanding shares of stock entitled to vote, voting
together as a single class.
9. When considering a merger, consolidation, sale of assets, business
combination (including a Business Combination as defined in Article
Seventh) or other transaction, the Board of Directors and any committee
thereof, the directors and the officers of the Corporation may, in
considering the best interests of the Corporation and its shareholders,
consider the interests of and the effects of such transaction upon the
employees, customers and suppliers of the Corporation and its subsidiaries
and upon communities in which the Corporation and its subsidiaries are
located or do business.
10. The Board of Directors may from time to time determine whether, to
what extent, at what times and places and under what conditions and
regulations the accounts, books and records of the Corporation, or any of
them, shall be open to the inspection of the shareholders, and no
shareholder shall have any right to inspect any account, book or
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document of the Corporation except as and to the extent expressly provided
by law or expressly authorized by resolution of the Board of Directors.
11. In addition to the powers and authority herein or by law expressly
conferred upon them, the directors are hereby empowered to exercise all
such powers and do all such acts and things as may be exercised or done by
the Corporation, subject, nevertheless, to the provisions of the laws of
the State of Delaware, this Certificate of Incorporation and any By-Laws
adopted by the shareholders; provided, however, that no By-Laws hereafter
adopted by the shareholders shall invalidate any prior act of the directors
which would have been valid if such By-Laws had not been adopted.
12. No action shall be taken by the shareholders of the Corporation
except at an annual or special meeting of the shareholders, and the right
of shareholders to act by written consent in lieu of a meeting is
specifically denied. The procedures for calling, and persons entitled to
call, a special meeting of the shareholders shall be specified in the By-
Laws.
SEVENTH: The following provisions shall further govern the management of
the business and the conduct of the affairs of the Corporation and shall further
define, limit and regulate the rights and powers of the Corporation and of the
Board of Directors and shareholders:
1. In addition to any affirmative vote required by law or by this
Certificate of Incorporation or by the By-Laws of the Corporation, or
otherwise, and except as otherwise expressly provided in Section 2 of this
Article Seventh, a Business Combination shall require the affirmative vote
of at least 75% of the votes entitled to be cast by the holders of all
outstanding shares of Voting Stock, voting together as a single class. Such
affirmative vote shall be required notwithstanding the fact that no vote
may be required, or that a lesser percentage or separate class vote may be
specified, by law or by any other provision of this Certificate of
Incorporation or by the By-Laws of the Corporation or by any agreement with
any national securities exchange, or otherwise.
2. Section 1 of this Article Seventh shall not be applicable to a
particular Business Combination, and the Business Combination shall require
only such affirmative vote, if any, as is required by law or by any other
provision of this Certificate of Incorporation or by the By-Laws of the
Corporation or by any agreement with any national securities exchange, or
otherwise, if the conditions specified in either of the following
Paragraphs (a) or (b) are met:
(a) The Business Combination shall have been approved by a
majority of the Continuing Directors; or
(b) all of the following conditions shall have been met:
(i) The aggregate amount of cash and the Fair Market Value
as of the date of the consummation of the Business Combination of
consideration other than cash to be received per share by holders
of Common Stock in the
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Business Combination shall be at least equal to the highest
amount determined under Clauses (A) and (B) below:
(A) (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by or on behalf of the
Interested Shareholder for any share of Common Stock in
connection with the acquisition by the Interested
Shareholder of beneficial ownership of shares of Common
Stock within the two-year period immediately prior to the
date of the first public announcement of the proposed
Business Combination (the "Announcement Date") or in the
transaction in which the Interested Shareholder became an
Interested Shareholder, whichever is higher, and
(B) The Fair Market Value per share of Common Stock on
the Announcement Date or on the date on which the Interested
Shareholder became an Interested Shareholder (such latter
date being referred to herein as the "Determination Date"),
whichever is higher.
(ii) The aggregate amount of cash and the Fair Market Value
as of the date of the consummation of the Business Combination of
consideration other than cash to be received per share by holders
of shares of any class or series of Capital Stock, other than
Common Stock, in the Business Combination shall be at least equal
to the highest amount determined under Clauses (A), (B) and (C)
below:
(A) (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by or on behalf of the
Interested Shareholder for any share of such class or series
of Capital Stock in connection with the acquisition by the
Interested Shareholder of beneficial ownership of shares of
such class or series of Capital Stock within the two-year
period immediately prior to the Announcement Date or in the
transaction in which the Interested Shareholder became an
Interested Shareholder, whichever is higher;
(B) the Fair Market Value per share of such class or
series of Capital Stock on the Announcement Date or on the
Determination Date, whichever is higher; and
(C) (if applicable) the highest preferential amount per
share to which the holders of shares of such class or series
of Capital Stock would be entitled in the event of any
voluntary or involuntary liquidation, dissolution or winding
up of the Corporation, regardless of
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whether the Business Combination to be consummated
constitutes such an event.
The provisions of this Paragraph (b)(ii) shall be required
to be met with respect to every class or series of Capital Stock,
whether or not the Interested Shareholder has previously acquired
beneficial ownership of any shares of a particular class or
series of Capital Stock.
(iii) The consideration to be received by holders of a
particular class or series of Capital Stock shall be in cash or
in the same form as previously has been paid by or on behalf of
the Interested Shareholder in connection with its direct or
indirect acquisition of beneficial ownership of shares of such
class or series of Capital Stock. If the consideration so paid
for shares of any class or series of Capital Stock varied as to
form, the form of consideration for such class or series of
Capital Stock shall be either cash or the form used to acquire
beneficial ownership of the largest number of shares of such
class or series of Capital Stock previously acquired by the
Interested Shareholder. The price determined in accordance with
Paragraphs (b)(i) and (b)(ii) of this Section 2 shall be subject
to appropriate adjustment in the event of any stock dividend,
stock split, reverse stock split, combination of shares or
similar event .
(iv) After the Interested Shareholder has become an
Interested Shareholder and prior to the consummation of the
Business Combination: (A) there shall have been no failure to
declare and pay at the regular rate therefor any full quarterly
or other regularly scheduled dividends (whether or not
cumulative) payable in accordance with the terms of any class or
series of Capital Stock, except as approved by a majority of the
Continuing Directors; (B) there shall have been no reduction in
the annual rate of dividends paid on the Common Stock (except as
necessary to reflect any stock dividend, stock split or similar
event), recapitalization, reorganization or similar event except
as approved by a majority of the Continuing Directors; (C) there
shall have been an increase in the annual rate of dividends paid
on the Common Stock as necessary to reflect any reclassification
(including any reverse stock split, combination of shares or
similar event), that has the effect of reducing the number of
outstanding shares of Common Stock, except as approved by a
majority of the Continuing Directors; and (D) except as approved
by a majority of the Continuing Directors, the Interested
Shareholder shall not have become the beneficial owner of any
additional shares of Capital Stock other than as part of the
transaction that results in the Interested Shareholder becoming
an Interested Shareholder and other than in a transaction that,
after giving effect thereto, would not result in any increase in
the Interested Shareholder's percentage beneficial ownership of
any class or series of Capital Stock.
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(v) After the Interested Shareholder has become an
Interested Shareholder, the Interested Shareholder shall not have
received the benefit, directly or indirectly (except
proportionately as a shareholder of the Corporation), of any
loans, advances, guarantees, pledges or other financial
assistance or any tax credits or other tax advantages provided by
the Corporation, whether in anticipation of or in connection with
the Business Combination or otherwise.
(vi) A proxy or information statement describing the
proposed Business Combination and complying with the requirements
of the Securities Exchange Act of 1934 and the rules and
regulations thereunder (the "Act") (or any subsequent provisions
replacing the Act) shall be mailed to all shareholders of the
Corporation at least 30 days prior to the consummation of the
Business Combination (whether or not such proxy or information
statement is required to be mailed pursuant to the Act or
subsequent provisions). The proxy or information statement shall
contain on the first page thereof, in a prominent place, any
statement as to the advisability (or inadvisability) of the
Business Combination that a majority of the Continuing Directors
may choose to make and, if deemed advisable by a majority of the
Continuing Directors, a statement as to the opinion of an
investment banking firm selected by a majority of the Continuing
Directors as to the fairness (or lack of fairness) of the terms
of the Business Combination from a financial point of view to the
holders of the outstanding shares of Capital Stock other than the
Interested Shareholder and its Affiliates and Associates.
(vii) The Interested Shareholder shall not have made or
caused to be made any major change in the Corporation's business
or equity capital structure without the approval of a majority of
the Continuing Directors.
3. For purposes of this Article Seventh:
(a) The term "Business Combination" shall mean:
(i) any merger, consolidation or statutory exchange of
shares of the Corporation or any Subsidiary with (A) any
Interested Shareholder or (B) any other corporation (whether or
not itself an Interested Shareholder) which is or after such
merger, consolidation or statutory share exchange would be an
Affiliate or Associate of an Interested Shareholder; provided,
however, that the foregoing shall not include the merger of a
wholly-owned Subsidiary of the Corporation into the Corporation,
the merger of a wholly-owned Subsidiary of the Corporation into
Northwestern National Life Insurance Company, a Minnesota
corporation, pursuant to which Northwestern National Life
Insurance Company first becomes a Subsidiary of the Corporation,
or the merger of two or more wholly-owned Subsidiaries of the
Corporation; or
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(ii) any sale, lease, exchange, mortgage, pledge, transfer
or other disposition (in one transaction or a series of
transactions) an Interested Shareholder or any Affiliate or
Associate of an Interested Shareholder of any assets of the
Corporation or any Subsidiary equal to or greater than 10% of the
book value of the consolidated assets of the Corporation; or
(iii) any sale, lease, exchange, mortgage, pledge, transfer
or other disposition (in one transaction or a series of
transactions) to or with the Corporation or any Subsidiary of any
assets of an Interested Shareholder or any Affiliate or Associate
of an Interested Shareholder equal to or greater than 10% of the
book value of the consolidated assets of the Corporation; or
(iv) the issuance or transfer by the Corporation or any
Subsidiary (in one transaction or a series of transactions) to an
Interested Shareholder or any Affiliate or Associate of an
Interested Shareholder of any securities of the Corporation
(except pursuant to any stock dividend, stock split or similar
event that would not have the effect, directly or indirectly, of
increasing the proportionate share of any class or series of
Capital Stock, or any securities convertible into shares of
Capital Stock or into equity securities of any Subsidiary, that
is beneficially owned by an Interested Shareholder or any
Affiliate or Associate of an Interested Shareholder) or of any
securities of a Subsidiary (except pursuant to a pro rata
distribution to all holders of Common Stock of the Corporation);
or
(v) the adoption of any plan or proposal for the
liquidation, dissolution or winding up of the Corporation
proposed by or on behalf of an Interested Shareholder or any
Affiliate or Associate of an Interested Shareholder; or
(vi) any transaction (whether or not with or otherwise
involving an Interested Shareholder) that has the effect,
directly or indirectly, of increasing the proportionate share of
any class or series of Capital Stock, or any securities
convertible into shares of Capital Stock or into equity
securities of any Subsidiary, that is beneficially owned by an
Interested Shareholder or any Affiliate or Associate of an
Interested Shareholder, including any reclassification of
securities, recapitalization or reorganization of the Corporation
or similar event, or any merger, consolidation or statutory
exchange of shares of the Corporation with any Subsidiary; or
(vii) any agreement, contract, arrangement or understanding
providing for any one or more of the actions specified in the
foregoing Clauses (i) through (vi).
(b) The term "Capital Stock" shall mean all capital stock of the
Corporation authorized to be issued from time to time under Article
Fourth of this
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Certificate of Incorporation. The term "Voting Stock" shall mean all
Capital Stock of the Corporation entitled to vote generally in the
election of directors of the Corporation.
(c) The term "person" shall mean any individual, firm,
corporation or other entity and shall include any group comprised of
any person and any other person with whom such person or any Affiliate
or Associate of such person has any agreement, contract, arrangement
or understanding, directly or indirectly, for the purpose of
acquiring, holding, voting or disposing of any shares of Capital
Stock.
(d) The term "Interested Shareholder" shall mean any person
(other than the Corporation or any Subsidiary and other than any
profit-sharing, employee stock ownership or other employee benefit
plan of the Corporation or any Subsidiary or any trustee of or
fiduciary with respect to any such plan when acting in such capacity)
who (i) is the beneficial owner of Voting Stock representing 20% or
more of the votes entitled to be cast by the holders of all then
outstanding shares of Voting Stock; or (ii) is an Affiliate or
Associate of the Corporation and at any time within the two-year
period immediately prior to the date in question was the beneficial
owner of Voting Stock representing 20% or more of the votes entitled
to be cast by the holders of all then outstanding shares of Voting
Stock; or (iii) is an assignee of or has otherwise succeeded to any
shares of Voting Stock which were at any time within the two-year
period immediately prior to the date in question beneficially owned by
an Interested Shareholder, if such assignment or succession shall have
occurred in the course of a transaction or series of transactions not
involving a public offering within the meaning of the Securities Act
of 1933.
(e) A person shall be deemed a "beneficial owner" of any shares
of Capital Stock (i) which such person or any of its Affiliates or
Associates beneficially owns, directly or indirectly; (ii) which such
person or any of its Affiliates or Associates has, directly or
indirectly, (A) the right to acquire (whether such right is
exercisable immediately or subject only to the passage of time),
pursuant to any agreement, contract, arrangement or understanding or
upon the exercise of conversion rights, exchange rights, warrants or
options, or otherwise, or (B) the right to vote pursuant to any
agreement, contract, arrangement or understanding, or (C) the right to
dispose or direct the disposition of, pursuant to any agreement,
contract, arrangement or understanding; or (iii) which are
beneficially owned, directly or indirectly, by any other person with
which such person or any of its Affiliates or Associates has any
contract, agreement, arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of any shares of Capital
Stock. For the purposes of determining whether a person is an
Interested Shareholder pursuant to Paragraph (d) of this Section 3,
the number of shares of Capital Stock deemed to be outstanding shall
include shares deemed beneficially owned by such person through
application of this Paragraph (e), but shall not include any other
shares of Capital Stock that may be issuable pursuant to any
agreement, contract, arrangement or understanding or upon the exercise
of conversion rights, exchange rights, warrants or options, or
otherwise.
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(f) The term "Affiliate," used to indicate a relationship with a
specified person, shall mean a person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or
is under common control with, such specified person. The term
"Associate," used to indicate a relationship with a specified person,
shall mean (i) any person (other than the Corporation or a Subsidiary)
of which such specified person is an officer or partner or is,
directly or indirectly, the beneficial owner of 10% or more of any
class of equity securities, (ii) any trust or other estate in which
such specified person has a substantial beneficial interest or as to
which such specified person serves as trustee or in a similar
fiduciary capacity, (iii) any relative or spouse of such specified
person or any relative of such spouse who has the same home as such
specified person or who is a director or officer of the Corporation or
any Subsidiary, and (iv) any person who is a director or officer of
such specified person or any of its parents or subsidiaries (other
than the Corporation or a Subsidiary).
(g) The term "Subsidiary" shall mean any corporation of which a
majority of any class of equity securities is beneficially owned,
directly or indirectly, by the Corporation; provided, however, that,
for the purposes of Paragraph (d) of this Section 3, the term
"Subsidiary" shall mean only a corporation of which a majority of each
class of equity securities is beneficially owned, directly or
indirectly, by the Corporation.
(h) The term "Continuing Director" shall mean any member of the
Board of Directors of the Corporation, while such person is a member
of the Board of Directors, who was a member of the Board of Directors
prior to the time that the Interested Shareholder involved in the
Business Combination in question became an Interested Shareholder, and
any member of the Board of Directors, while such person is a member of
the Board of Directors, whose election, or nomination for election by
the Corporation's shareholders, was approved by vote of a majority of
the Continuing Directors; provided, however, that in no event shall an
Interested Shareholder involved in the Business Combination in
question or any Affiliate, Associate or representative of such
Interested Shareholder be deemed to be a Continuing Director.
(i) The term "Fair Market Value" shall mean (i) in the case of
cash, the amount of such cash; (ii) in the case of stock, the highest
closing sale price during the 30-day period immediately preceding the
date in question of a share of such stock on the Composite Tape for
New York Stock Exchange-Listed Stocks, or, if such stock is not quoted
on the Composite Tape, on the New York Stock Exchange, or, if such
stock is not listed on such Exchange, on the principal United States
securities exchange registered under the Act on which such stock is
listed, or, if such stock is not listed on any such exchange, the
highest closing bid quotation with respect to a share of such stock
during the 30-day period preceding the date in question on the
National Association of Securities Dealers, Inc. Automated Quotations
System or any similar system then in use, or if no such quotations are
available, the fair market value
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on the date in question of a share of such stock as determined in good
faith by a majority of the Continuing Directors; and (iii) in the case
of property other than cash or stock, the fair market value of such
property on the date in question as determined in good faith by a
majority of the Continuing Directors.
(j) In the event of any Business Combination in which the
Corporation survives, the phrase "consideration other than cash to be
received" as used in Paragraphs (b)(i) and (b)(ii) of Section 2 of
this Article Seventh shall include the shares of Common Stock and/or
the shares of any other class or series of Capital Stock retained by
the holders of such shares.
4. The Continuing Directors by majority vote shall have the power to
determine for the purposes of this Article Seventh, on the basis of
information known to them after reasonable inquiry, (a) whether a person is
an Interested Shareholder, (b) the number of shares of Capital Stock
(including Voting Stock) or other securities beneficially owned by any
person, (c) whether a person is an Affiliate or Associate of another, (d)
whether the assets that are the subject of any Business Combination equal
or exceed 10% of the book value of the consolidated assets of the
Corporation, (e) whether a plan or proposal for the liquidation,
dissolution or winding up of the Corporation is proposed by or on behalf of
an Interested Shareholder or any Affiliate or Associate of an Interested
Shareholder, (f) whether any transaction or event has the effect, directly
or indirectly, of increasing the proportionate share of any class or series
of Capital Stock, or any securities convertible into shares of Capital
Stock or into equity securities of any Subsidiary, that is beneficially
owned by an Interested Shareholder or any Affiliate or Associate of an
Interested Shareholder, (g) whether any Business Combination satisfies the
conditions set forth in Paragraph (h) of Section 2 of this Article Seventh,
and (b) such other matters with respect to which a determination is
required under this Article Seventh. Any such determination made in good
faith shall be binding and conclusive on all parties.
5. Nothing contained in this Article Seventh shall be construed to
relieve any Interested Shareholder from any fiduciary obligation imposed by
law.
6. The fact that any Business Combination complies with the provisions
of Section 2 of this Article Seventh shall not be construed to impose any
fiduciary duty, obligation or responsibility on the Board of Directors, or
any member thereof, or the Continuing Directors, or any of them, to approve
such Business Combination or recommend its adoption or approval to the
shareholders of the Corporation, nor shall such compliance limit, prohibit
or otherwise restrict in any manner the Board of Directors, or any member
thereof, or the Continuing Directors, or any of them, with respect to
evaluations of or actions and responses taken with respect to such Business
Combination.
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EIGHTH: The following provisions shall further govern the management of
the business and conduct of the affairs of the Corporation and shall further
define, limit and regulate the rights and powers of the Corporation and of the
Board of Directors and shareholders:
1. During the period from the date Northwestern National Life
Insurance Company, a Minnesota corporation, first becomes a Subsidiary of
the Corporation until the third anniversary of such date, so long as any
person other than the Corporation or a Subsidiary thereof is (without
giving effect to this Article Eighth) the beneficial owner of Voting Stock
representing more than 20% of the votes entitled to be cast by the holders
of all outstanding shares of Voting Stock (a "Substantial Shareholder"),
the record holders of the shares of Voting Stock beneficially owned by such
Substantial Shareholder shall have limited voting rights on all matters, as
follows: with respect to the shares of Voting Stock that would entitle such
record holders in the aggregate to cast 20% of the votes entitled to be
cast by the holders of all outstanding shares of Voting Stock, such record
holders shall be entitled to cast the vote per share specified in this
Certificate of Incorporation; with respect to the shares of Voting Stock
that would otherwise entitle such record holders in the aggregate to cast
in excess of 20% of the votes entitled to be cast by the holders of all
outstanding shares of Voting Stock (without giving effect to this Article
Eighth), such record holders shall not be entitled to cast any votes for
such shares, so that such record holders shall be entitled to cast with
respect to all shares of Voting Stock held by such record holders in
aggregate only such number of votes that would equal (after giving effect
to this Article Eighth) 20% of the votes entitled to be cast by all holders
of outstanding shares of Voting Stock. The aggregate voting power of such
record holders, so limited, for all shares of Voting Stock beneficially
owned by the Substantial Shareholder shall be allocated proportionately
among such record holders as follows: for each such record holder, this
allocation shall be accomplished by multiplying the aggregate voting power
(after giving effect to this Article Eighth) of the outstanding shares of
Voting Stock beneficially owned by the Substantial Shareholder by a
fraction the numerator of which is the number of votes that such shares of
Voting Stock owned of record by such record holder would have entitled such
record holder to cast were no effect given to this Article Eighth and the
denominator of which is the total number of votes that all shares of Voting
Stock beneficially owned by the Substantial Shareholder would have entitled
their record holders to cast were no effect given to this Article Eighth.
2. For purposes of this Article Eighth, the terms "Voting Stock"
(except as modified in the next sentence), "person," "beneficial owner,"
"Affiliate," "Associate" and "Subsidiary" shall have the meanings set forth
in Section 3 of Article Seventh. Notwithstanding any other definition
contained in this Certificate of Incorporation, for purposes of this
Article Eighth the term "Voting Stock" shall include any series of
Preferred Stock if and only if the resolution or resolutions adopted by the
Board of Directors providing for the issuance of such series expressly
provide that such series is to be included within the term "Voting Stock"
for purposes of Section 1 of this Article Eighth.
3. Except as otherwise provided in this Certificate of Incorporation or
in the By-Laws of the Corporation, the presence in person or by proxy of
the holders of record of shares of Voting Stock entitling the Holders
thereof to cast a majority of the votes (after
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giving effect, if applicable, to this Article Eighth) entitled to be cast
by the holders of all outstanding shares of Voting Stock shall constitute a
quorum at all meetings of the shareholders.
4. The Board of Directors by majority vote shall have the power to
determine for the purposes of this Article Eighth, on the basis of
information known to them after reasonable inquiry, (a) whether a person is
a Substantial Shareholder, (b) the number of shares of Voting Stock
beneficially owned by any person, (c) whether a person is an Affiliate or
Associate of another, (d) the persons who may be deemed to be the record
holders of shares beneficially owned by a Substantial Shareholder, and (e)
such other matters with respect to which a determination is required under
this Article Eighth. Any such determination made in good faith shall be
binding and conclusive on all parties.
5. The Board of Directors shall have the right to demand that any
person who is reasonably believed to be a Substantial Shareholder (or to
hold of record shares of Voting Stock beneficially owned by a Substantial
Shareholder) supply the Corporation with complete information as to (a) the
record holder or holders of all shares beneficially owned by such person,
(b) the number of shares of Voting Stock beneficially owned by such person
and held of record by each such record holder, and (c) any other factual
matter relating to the applicability or effect of this Article Eighth as
may reasonably be requested of such person, and such person shall furnish
such information within ten days after the receipt of such demand.
6. Nothing contained in this Article Eighth shall be construed to
relieve any Substantial Shareholder from any fiduciary obligation imposed
by law.
NINTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its shareholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or shareholder thereof or on the
application of any receiver or receivers appoint for the Corporation under the
provisions of Section 291 of the General Corporation Law of the State of
Delaware or on the application of trustees in dissolution or of any receiver of
receivers appointed for the Corporation under the provisions of Section 279 of
the General Corporation Law of the State of Delaware, order a meeting of the
creditors or class of creditors, and/or of the shareholders or class of
shareholders of the Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing three-
fourths in value of the creditors or class of creditors, and/or of the
shareholders or class of shareholders of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all
creditors or class of creditors, and/or on all the shareholders or class of
shareholders of the Corporation, as the case may be, and also on the
Corporation.
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TENTH: Subject to the provisions of this Certificate of Incorporation, the
Corporation reserves the right to alter, amend or repeal any provision contained
in this Certificate of Incorporation, in the manner now or hereafter prescribed
by law, and all rights of shareholders or others hereunder are subject to such
reservation. Notwithstanding any other provisions of this Certificate of
Incorporation or the By-Laws of the Corporation (and notwithstanding that a
lesser percentage or separate class or series vote may be specified by law or by
this Certificate of Incorporation or by the By-Laws of the Corporation, or
otherwise), the affirmative vote of the holders of at least 75% of the votes
entitled to be cast by the holders of all outstanding shares of Voting Stock (as
defined in Section 3 of Article Seventh), voting together as a single class,
shall be required to alter, amend or repeal, or adopt any provisions
inconsistent with, Article Fourth, Sections 2, 4, 7, 8, 9, 10, 11 and 12 of
Article Sixth, Article Seventh, Article Eighth and this Article Tenth; provided,
however, that with respect to Article Fourth, Sections 2, 4, 7, 8, 9, 10, 11 and
12 of Article Sixth, Article Seventh, Article Eighth and this Article Tenth,
such special voting requirements shall not apply to, and such special votes
shall not be required for, any alteration, amendment, repeal or adoption
recommended by the Board of Directors if a majority of the directors then in
office are persons who would be eligible to serve as Continuing Directors. For
purposes of this Article Tenth the term "Continuing Director" shall mean any
member of the Board of Directors, while such person is a member of the Board of
Directors, and, if there shall be an Interested Shareholder (as defined in
Section 3 of Article Seventh) at the time the Board of Directors makes its
recommendation, who was a member of the Board of Directors prior to the time
that any person (as defined in Section 3 of Article Seventh) who is then an
Interested Shareholder became an Interested Shareholder, and any member of the
Board of Directors, while such person is a member of the Board of Directors,
whose election, or nomination for election by the Corporation's shareholders,
was approved by vote of a majority of the Continuing Directors; provided,
however, that in no event shall any person who is then an Interested Shareholder
or any Affiliate (as defined in Section 3 of Article Seventh), Associate (as
defined in Section 3 of Article Seventh) or representative of such Interested
Shareholder be deemed to be a Continuing Director.
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Exhibit 5
[LETTERHEAD OF RICHARD R. CROWL]
December 12, 1997
ReliaStar Financial Corp.
20 Washington Avenue South
Minneapolis, Minnesota 55401
Ladies and Gentlemen:
I am General Counsel of ReliaStar Financial Corp., a Delaware
corporation (the "Company"), and have represented the Company in connection with
the preparation of the Registration Statement on Form S-8 (the "Registration
Statement") relating to the offering of up to 309,332 shares of Common Stock,
par value $.01 per share, of the Company, under the NWNL Northstar, Inc. 1993
Stock Option Plan, as amended (the "Plan"). I have examined such corporate
records and other documents, including the Registration Statement and the Plan,
and have reviewed such matters of law, as I have deemed necessary for this
opinion. In my opinion:
1. The Company is a corporation duly organized and existing
under the laws of the State of Delaware.
2. All necessary corporate action on the Company's part has been
taken to authorize the issuance of the shares under the
Registration Statement, and when these shares are issued under
the terms of the Plan, they shall be legally and validly issued,
fully paid, and nonassessable, and shall have rights to purchase
preferred stock attached thereto.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Richard R. Crowl
Richard R. Crowl,
Senior Vice President, General Counsel,
and Secretary
<PAGE>
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of ReliaStar Financial Corp. and subsidiaries of our reports dated
January 31, 1997, except for Note 14, as to which the date is February 23, 1997,
appearing in (and incorporated by reference in) the Annual Report on Form 10-K
of ReliaStar Financial Corp. and subsidiaries for the year ended December 31,
1996.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
December 11, 1997
<PAGE>
Exhibit 24
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the merger of a subsidiary of the company with
Northstar Holding, Inc., and to file the Registration Statement with the
Commission, granting unto the attorneys-in-fact, and each of them, full power
and authority to perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
this 12th day of December, 1997.
/s/ John G. Turner
------------------
John G. Turner
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the merger of a subsidiary of the company with
Northstar Holding, Inc., and to file the Registration Statement with the
Commission, granting unto the attorneys-in-fact, and each of them, full power
and authority to perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 12th day of December, 1997.
/s/ James R. Miller
-------------------
James R. Miller
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the merger of a subsidiary of the company with
Northstar Holding, Inc., and to file the Registration Statement with the
Commission, granting unto the attorneys-in-fact, and each of them, full power
and authority to perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 12th day of December, 1997.
/s/ Chris D. Schreier
---------------------
Chris D. Schreier
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the merger of a subsidiary of the company with
Northstar Holding, Inc., and to file the Registration Statement with the
Commission, granting unto the attorneys-in-fact, and each of them, full power
and authority to perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 12th day of December, 1997.
/s/ Carolyn H. Baldwin
----------------------
Carolyn H. Baldwin
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the merger of a subsidiary of the company with
Northstar Holding, Inc., and to file the Registration Statement with the
Commission, granting unto the attorneys-in-fact, and each of them, full power
and authority to perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 12th day of December, 1997.
/s/ David C. Cox
----------------
David C. Cox
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the merger of a subsidiary of the company with
Northstar Holding, Inc., and to file the Registration Statement with the
Commission, granting unto the attorneys-in-fact, and each of them, full power
and authority to perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 12th day of December, 1997.
/s/ John H. Flittie
-------------------
John H. Flittie
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the merger of a subsidiary of the company with
Northstar Holding, Inc., and to file the Registration Statement with the
Commission, granting unto the attorneys-in-fact, and each of them, full power
and authority to perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 12th day of December, 1997.
/s/ Luella Gross Goldberg
-------------------------
Luella Gross Goldberg
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the merger of a subsidiary of the company with
Northstar Holding, Inc., and to file the Registration Statement with the
Commission, granting unto the attorneys-in-fact, and each of them, full power
and authority to perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 12th day of December, 1997.
/s/ William A. Hodder
---------------------
William A. Hodder
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the merger of a subsidiary of the company with
Northstar Holding, Inc., and to file the Registration Statement with the
Commission, granting unto the attorneys-in-fact, and each of them, full power
and authority to perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 12th day of December, 1997.
/s/ James J. Howard III
-----------------------
James J. Howard III
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the merger of a subsidiary of the company with
Northstar Holding, Inc., and to file the Registration Statement with the
Commission, granting unto the attorneys-in-fact, and each of them, full power
and authority to perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 12th day of December, 1997.
/s/ Randy C. James
------------------
Randy C. James
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the merger of a subsidiary of the company with
Northstar Holding, Inc., and to file the Registration Statement with the
Commission, granting unto the attorneys-in-fact, and each of them, full power
and authority to perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 12th day of December, 1997.
/s/ Richard L. Knowlton
-----------------------
Richard L. Knowlton
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the merger of a subsidiary of the company with
Northstar Holding, Inc., and to file the Registration Statement with the
Commission, granting unto the attorneys-in-fact, and each of them, full power
and authority to perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 12th day of December, 1997.
/s/ David A. Koch
-----------------
David A. Koch
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the merger of a subsidiary of the company with
Northstar Holding, Inc., and to file the Registration Statement with the
Commission, granting unto the attorneys-in-fact, and each of them, full power
and authority to perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 12th day of December, 1997.
/s/ Glen D. Nelson, M.D.
------------------------
Glen D. Nelson, M.D.
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints John G. Turner, John H. Flittie, Wayne R.
Huneke and Richard R. Crowl, and each or any one of them, the undersigned's true
and lawful attorneys-in-fact, with power of substitution, for the undersigned
and in the undersigned's name, place and stead, to sign and affix the
undersigned's name as director or officer of the company to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
company with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be issued by the company in connection with the assumption of stock
options in connection with the merger of a subsidiary of the company with
Northstar Holding, Inc., and to file the Registration Statement with the
Commission, granting unto the attorneys-in-fact, and each of them, full power
and authority to perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 12th day of December, 1997.
/s/ James J. Renier
-------------------
James J. Renier
<PAGE>
Exhibit 99(a)
NWNL NORTHSTAR, INC.
1993 Stock Option Plan
1. Purpose of Plan. The purpose of this NWNL Northstar, Inc. 1993
Stock Option Plan (the "Plan"), is to promote the interests of NWNL Northstar,
Inc., a Delaware corporation (the "Company"), and its stockholders by providing
key personnel of the Company and its subsidiaries with an opportunity to acquire
a proprietary interest in the Company and thereby develop a greater personal
commitment to the success and growth of the Company and its subsidiaries.
2. Administration of Plan. This Plan shall be administered by a
committee of two or more directors (the "Committee") appointed by the Company's
board of directors (the "Board"). A majority of the members of the Committee
shall constitute a quorum for any meeting of the Committee, and the acts of a
majority of the members present at any meeting at which a quorum is present or
the acts unanimously approved in writing by all members of the Committee shall
be the acts of the Committee. Subject to the provisions of this Plan, the
Committee may from time to time adopt such rules for the administration of this
Plan as it deems appropriate. The decision of the Committee on any matter
affecting this Plan or the rights and obligations arising under this Plan or any
option granted hereunder, shall be final, conclusive and binding upon all
persons, including without limitation the Company, stockholders, employees and
optionees. To the full extent permitted by law, no member of the Committee
shall be liable for any action or determination taken or made in good faith with
respect to this Plan or any option granted hereunder. If a Committee shall not
have been appointed by the Board, the Plan shall be administered by the Board
and all references in this Plan to the "Committee" shall be deemed to be
references to the Board.
3. Shares Subject to Plan. The shares that may be made subject to
options granted under this Plan shall be authorized and unissued shares of
Common Stock, par value $.01 of the Company, ("Common Shares"), and they shall
not exceed 666,667 in the aggregate; provided, however, if any option lapses or
terminates for any reason before such option has been completely exercised, the
Common Shares covered by the unexercised portion of such option may again be
made subject to options granted under this Plan. Appropriate adjustments in the
number of shares and in the purchase price per share may be made by the
Committee in its sole discretion to give effect to adjustments made in the
number of outstanding Common Shares of the Company through a merger,
consolidation, recapitalization, reclassification, combination, stock dividend,
stock split or other relevant change, provided that fractional shares shall be
rounded to the nearest whole share.
4. Eligible Participants. Options may be granted under this Plan to
any employee of the Company or any subsidiary thereof.
5. Terms and Conditions of Options.
(a) Subject to the terms and conditions of this Plan, the Committee
may, from time to time, grant to such employees as the Committee may determine
options to purchase such number of Common Shares of the Company on such terms
and conditions as the Committee may determine. In
<PAGE>
determining the employees to whom options shall be granted and the number of
Common Shares to be covered by each option, the Committee may take into account
the nature of the services rendered by the respective employees, their present
and potential contributions to the success of the Company, and such other
factors as the Committee in its sole discretion shall deem relevant. The date
and time of approval by the Committee of the granting of an option shall be
considered the date and the time of the grant of such option.
(b) The purchase price of each Common Share subject to an option
granted pursuant to this Plan shall be fixed by the Committee.
(c) Options granted pursuant to this Plan shall become exercisable
upon vesting to the extent of the number of shares for which the option has
vested.
(d) Each option granted pursuant to this Plan and all rights to
purchase shares thereunder shall cease on the earliest of:
(i) ten years after the date such option is granted or on such date
prior thereto as may be fixed by the Committee on or before the date such option
is granted;
(ii) the expiration of the period after the termination of the
optionee's employment within which the option is exercisable as specified in
Section 7(b) or 7(c), whichever is applicable; or
(iii) the date, if any, fixed for cancellation pursuant to Section 8
of this Plan.
In no event shall any option be exercisable at any time after its original
expiration date. When an option is no longer exercisable, it shall be deemed to
have lapsed or terminated and will no longer be outstanding.
6. Manner of Exercising Options. A person entitled to exercise an
option granted under this Plan may, subject to its terms and conditions and the
terms and conditions of this Plan, exercise it in whole at any time, or in part
from time to time, by delivery to the Company at its principal executive office,
to the attention of its President, of written notice of exercise, specifying the
number of shares with respect to which the option is being exercised,
accompanied by payment in full of the purchase price of the shares to be
purchased at the time. The purchase price of each share on the exercise of any
option shall be paid in full in cash at the time of exercise or in such other
manner, if any, as approved by the Committee. No shares shall be issued until
full payment therefor has been made. The granting of an option to an individual
shall give such individual no rights as a stockholder except as to shares issued
to such individual.
7. Transferability and Termination of Options.
(a) During the lifetime of an optionee, only such optionee or his or
her guardian or legal representative may exercise options granted under this
Plan. No option granted under this Plan shall be assignable or transferable by
the optionee otherwise than by will or the laws of descent and distribution.
2
<PAGE>
(b) During the lifetime of an optionee, an option may be exercised
only while the optionee is an employee of the Company or a subsidiary thereof,
and only if such optionee has been continuously so employed since the date the
option was granted, except that:
(i) an option shall continue to be exercisable for three months after
termination of such individual's employment (or such longer period of time as
may be determined by the Committee) but only to the extent that the option was
exercisable, in whole or in part, immediately prior to such individual's
termination of employment;
(ii) in the case of an employee who is Disabled while employed (it
being understood that an employee whose employment shall have ceased under
circumstances in which he or she would be eligible to receive a monthly
disability benefit pursuant to the long-term disability insurance program
sponsored by The NWNL Companies, Inc., or would be eligible to receive such a
benefit if he or she were a participant in such program, shall be deemed
disabled), such individual or his or her legal representative may exercise the
option within one year after termination of such individual's employment but
only to the extent that the option was exercisable, in whole or in part,
immediately prior to such individual's termination of employment; and
(iii) as to any individual whose termination of employment occurs
following a declaration pursuant to Section 8 of this Plan, such individual may
exercise the option at any time permitted by such declaration.
(c) An option may be exercised within one year after the death of the
optionee by such individual's legal representatives, heirs or legatees, but only
to the extent that the option was exercisable, in whole or in part, immediately
prior to such individual's death.
8. Merger, Consolidation, Dissolution or Liquidation. In the event of
(a) a proposed merger or consolidation of the Company with or into any other
corporation, regardless of whether the Company is the surviving corporation
(unless appropriate provision shall have been made for the protection of the
outstanding options granted under this Plan by the substitution, in lieu of such
options, of options to purchase appropriate voting common stock (the "Survivor's
Stock") of the corporation surviving any such merger or consolidation or, if
appropriate, the parent corporation of the Company or such surviving
corporation, or, alternatively, by the delivery of a number of shares of the
Survivor's Stock which has a fair market value, as determined in good faith by
the Committee, as of the effective date of such merger or consolidation equal to
the product of (i) the excess of (x) the Event Proceeds per Common Share (as
hereinafter defined) covered by the option as of such effective date, over (y)
the option price per Common Share, multiplied by (ii) the number of Common
Shares covered by such option), or (b) the proposed dissolution or liquidation
of the Company (such merger, consolidation, dissolution or liquidation being
herein called an "Event"), then the Committee shall declare, at least ten days
prior to the actual effective date of an Event, and provide written notice to
each optionee of the declaration, that each outstanding option, whether or not
then exercisable, shall be cancelled at the time of, or immediately prior to the
occurrence of, the Event (unless it shall have been exercised prior to the
occurrence of the Event) in exchange for payment to each optionee, within ten
days after the Event, of cash equal to the amount (if any), for each Common
Share covered by the cancelled option, by which the Event Proceeds per Common
Share exceeds the exercise price per Common Share covered by such
3
<PAGE>
option. At the time of such declaration, each option shall immediately become
exercisable in full and each optionee shall have the right, during the period
preceding the time of cancellation of the option, to exercise his or her option
as to all or any part of the Common Shares covered thereby. Each outstanding
option granted pursuant to this Plan that shall not have been exercised prior to
the Event shall be cancelled at the time of, or immediately prior to, the Event,
as provided in the declaration, and this Plan shall terminate at the time of
such cancellation, subject to the payment obligations of the Company provided in
this Section 8. For purposes of this Section, "Event Proceeds per Common Share"
shall mean the cash plus the fair market value, as determined in good faith by
the Committee, of the non-cash consideration to be received per Common Share by
the stockholders of the Company upon the occurrence of the Event.
9. Tax Withholding. Delivery of Common Shares upon exercise of any
stock option granted under this Plan shall be subject to any required
withholding taxes. A person exercising such an option may, as a condition
precedent to receiving the Common Shares, be required to pay the Company a cash
amount equal to the amount of any required withholdings.
10. Termination of Employment. Neither the transfer of employment of
an individual to whom an option is granted between any combination of the
Company or a subsidiary thereof, nor a leave of absence granted to such
individual and approved by the Board, shall be deemed a termination of
employment for purposes of this Plan. The term "subsidiary" as used in this
Plan shall have the meaning ascribed to "subsidiary corporation" in Section
424(f) of the Code.
11. Other Terms and Conditions. The Committee shall have the power,
subject to the terms and conditions contained herein, to fix any other terms and
conditions for the grant or exercise of any option under this Plan. Nothing
contained in this Plan, or in any option granted pursuant to this Plan, shall
confer upon any employee holding an option any right to continued employment by
the Company or any subsidiary of the Company or limit in any way the right of
the Company or any such subsidiary to terminate an employee's employment at any
time.
12. Option Agreements. All options granted under this Plan shall be
evidenced by a written agreement in such form or forms as the Committee may from
time to time determine. The Committee may condition the granting of options to
an employee hereunder upon the execution by such employee of an agreement
regarding the transferability of Common Shares in form and substance reasonably
satisfactory to the Company.
13. Amendment and Discontinuance of Plan. The Board may at any time
amend, suspend or discontinue this Plan; provided, however, that no amendment to
this Plan shall, without the consent of the holder of the option, alter or
impair any options previously granted under this Plan.
14. Effective Date. This Plan shall be effective as of November 1,
1993.
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<PAGE>
Exhibit 99(b)
FORM OF AMENDMENT NO. 1 TO
NWNL Northstar, Inc. 1993 Stock Option Plan
This Amendment No. 1 is made as of the ___ day of ___________ 199__,
by ReliaStar Financial Corp., a Delaware corporation ("ReliaStar"), for the
purpose of amending the NWNL Northstar, Inc. 1993 Stock Option Plan (the
"Plan").
RECITALS
WHEREAS, NWNL Northstar, Inc. (now know as Northstar Holding, Inc.), a
Delaware corporation ("Northstar"), established the Plan effective November 1,
1993;
WHEREAS, under an Agreement and Plan of Merger dated as of December 1,
1997, among ReliaStar, RLR North Acquisition Company, and Northstar (the "Merger
Agreement"), Northstar became a wholly owned subsidiary of ReliaStar on December
2, 1997 (the "Merger");
WHEREAS, Section 2.3 of the Merger Agreement provides that ReliaStar
will assume all outstanding options under the Plan at the Merger's effective
time; and
WHEREAS, ReliaStar's Board of Directors desires to amend the Plan to
reflect the Merger;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. The Plan as a whole is hereby amended by deleting each reference
to "Northstar" or the "Company" and replacing it with "ReliaStar."
2. The first sentence of Section 2 of the Plan is hereby amended to
read as follows:
This Plan shall be administered by the Personnel and Compensation
Policy Committee (the "Committee") of the ReliaStar Board of
Directors (the "Board").
3. Section 3 of the Plan is hereby amended by replacing the share
number in the first sentence with "345,334."
<PAGE>
4. Section 4 of the Plan is hereby amended and restated to read as
follows:
Only holders of options to purchase Northstar Common Stock
immediately prior to the effective time of the Merger on December
2, 1997 are eligible to participate in the Plan. No new awards
will be made under the Plan.
5. Section 5(a) of the Plan is hereby amended by deleting the first
two sentences thereof.
6. Section 7(b)(ii) of the Plan is hereby amended by replacing the
reference to "The NWNL Companies, Inc." with "ReliaStar."
Except as amended by this Amendment No. 1, the Plan remains in full
force and effect.
IN WITNESS WHEREOF, this Amendment No. 1 is executed by a duly
authorized officer of ReliaStar as of the date first written above.
RELIASTAR FINANCIAL CORP.
By
----------------------------------
Richard R. Crowl, Senior Vice
President, General Counsel, and
Secretary
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