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As filed with the Securities and Exchange Commission on March 3, 1999
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RELIASTAR FINANCIAL CORP.
RELIASTAR FINANCING III
RELIASTAR FINANCING IV
RELIASTAR FINANCING V
(Exact name of the Registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
41-1620373
51-6510516
51-6510517
51-6510518
(I.R.S. Employer Identification Nos.)
20 Washington Avenue South
Minneapolis, Minnesota 55401
(612) 372-5432
(Address and telephone number
of the Registrant's principal executive offices)
Richard R. Crowl
Senior Vice President, General Counsel and Secretary
ReliaStar Financial Corp.
20 Washington Avenue South
Minneapolis, Minnesota 55401
(612) 372-5432
(Name, address and telephone number of agent for
service)
Copy to:
Thomas G. Morgan
Faegre & Benson LLP
2200 Norwest Center
90 South Seventh Street
Minneapolis, Minnesota 55402
(612) 336-3000
Approximate date of commencement of proposed sale of the securities to
the public: From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [X]
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
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CALCULATION OF REGISTRATION FEE
================================================ ================ ==============
Proposed Maximum
Title of Each Class of Aggregate Amount of
Securities to be Registered Offering Registration
Price(1)(2) (3) Fee(4)
- ------------------------------------------------ ---------------- --------------
ReliaStar Financial Corp. Debt Securities;
preferred stock; Depository Shares; Securities
Warrants; and common stock, including rights
to purchase preferred stock
ReliaStar Financing III preferred securities
ReliaStar Financing IV preferred securities
ReliaStar Financing V preferred securities
ReliaStar Financial Corp. back-up undertakings
in connection with the preferred securities of
ReliaStar Financing III, ReliaStar Financing IV,
and ReliaStar Financing V(5)
- ------------------------------------------------ ---------------- --------------
TOTAL $500,000,000(6) $139,000(7)
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(1) An indeterminate principal amount of debt securities, preferred stock,
depository shares, securities warrants, and common stock of ReliaStar
Financial Corp., and an indeterminate amount of preferred securities of
ReliaStar Financing III, ReliaStar Financing IV, and ReliaStar Financing
V (the "Trusts") as may be issued from time to time at indeterminate
prices.
(2) Includes debt securities that may be issued by ReliaStar Financial Corp.
to evidence a loan by the Trusts to ReliaStar Financial Corp. of the
proceeds from the sale of preferred securities of the Trusts. No
separate consideration will be received for any such debt securities.
Debt securities evidencing the loan to ReliaStar Financial Corp. may
later be distributed to the holders of a Trust's preferred securities
upon a dissolution of the Trust.
(3) Rights to purchase preferred stock are initially attached to and trade
with the common stock. Value attributable to these rights, if any, is
reflected in the market price for the common stock.
(4) Estimated solely for the purpose of calculating the registration fee
under Rule 457(o). The aggregate public offering price of the securities
will not exceed $500 million.
(5) Includes the obligations of ReliaStar Financial Corp. under the
declaration of trust, the preferred securities guarantee issued with
respect to preferred securities issued by the Trusts, the junior
subordinated debt securities purchased by the Trusts, and the Junior
Subordinated Indenture, including ReliaStar Financial Corp.'s agreement
(under Section 4.3 of the Declaration of Trust and Article V of the
Supplemental Indenture) to pay all trust obligations other than the
common and preferred securities. Pursuant to Rule 457(n), no fee is
payable with respect to these obligations.
(6) Exclusive of accrued interest, if any, and stated in United States
dollars or the equivalent thereof in one or more foreign currencies or
composite securities, or, if any debt securities are issued at an
original issue discount, such greater amount as results in equivalent
net proceeds. No separate consideration will be received for preferred
stock, depositary shares, or common stock issued in exchange for or on
conversion of debt securities, preferred stock, or depositary shares, or
the ReliaStar Financial Corp. guarantee and back-up undertakings.
(7) Pursuant to Rule 429, the prospectus contained in this registration
statement also relates to $75 million of unsold securities covered by
the Registration Statement on Form S-3 (Registration No. 333-26881) of
ReliaStar Financial Corp., ReliaStar Financing II, and the Trusts, which
are being carried forward in connection with this Registration Statement
and includes the Registration Fee of $20,850 that was
previously paid with respect to those securities.
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PROSPECTUS
[LOGO OF RELIASTAR FINANCIAL CORP.]
ReliaStar Financial Corp.
20 Washington Avenue South
Minneapolis, Minnesota 55401
(612) 372-5432
$500,000,000
RELIASTAR FINANCIAL CORP.
Debt Securities
Preferred Stock
Common Stock
Depositary Shares
Securities Warrants
RELIASTAR FINANCING III
RELIASTAR FINANCING IV
RELIASTAR FINANCING V
Preferred Securities
Fully and unconditionally guaranteed, as described in this prospectus, by
RELIASTAR FINANCIAL CORP.
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We will provide more specific terms of these securities in supplements to
this prospectus. You should read this prospectus and the applicable
prospectus supplement carefully before you invest.
---------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
This prospectus is dated _____________, 1999.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we and
ReliaStar Financing III, ReliaStar Financing IV, and ReliaStar Financing V (the
"Trusts") filed with the Securities and Exchange Commission using a "shelf"
registration process. Under this process, we may sell either separately or in
units:
* debt securities (see "Description of Debt Securities");
* preferred stock (see "Description of Capital Stock");
* common stock (see "Description of Capital Stock");
* depositary shares (see "Description of Depositary Shares"); and
* securities warrants (see "Description of Securities Warrants");
and the Trusts may sell:
* preferred securities (representing undivided beneficial interests in
the Trusts) to the public (see "Description of Preferred Securities
of the Trusts"); and
* common securities to us.
This prospectus also relates to certain guarantees that may be made by
us of the securities listed above.
The Trusts will use the proceeds from sales of their securities to buy a
series of junior subordinated debt securities (see "Description of Debt
Securities") from us with terms that correspond to the preferred securities.
This prospectus sets forth a general description of the securities. Each
time we or a Trust offers securities, we will provide a prospectus supplement
that will contain more specific information about the terms of that offering.
The prospectus supplement may also add, update, or change information contained
in this prospectus. You should read both this prospectus and the applicable
prospectus supplement, together with the additional information listed under the
heading "Where You Can Find More Information," before you purchase any
securities.
The registration statement that contains this prospectus (including the
exhibits to the registration statement) contains additional information about
our company, the Trusts, and the securities offered under this prospectus. That
registration statement can be read at the Securities and Exchange Commission's
web site or at the SEC's offices listed under the heading "Where You Can Find
More Information."
WHERE YOU CAN FIND MORE INFORMATION
We file periodic reports, proxy statements, and other information with
the SEC. Our SEC filings are available to the public over the Internet at the
SEC's web site (www.sec.gov). You may also read and copy any document we file
with the SEC at the SEC's public reference facilities at 450 Fifth Street, N.W.,
Washington, D.C. 20549; 7 World Trade Center, Suite 1300, New York, New York
10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. You may obtain copies of the documents at prescribed rates
by
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writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of its public reference facilities. Our SEC filings
are also available at the offices of the New York Stock Exchange, where our
common stock is listed under the symbol "RLR." For further information on
obtaining copies of our public filings from the New York Stock Exchange, you may
call (212) 656-5060.
We "incorporate by reference" into this prospectus the information in
documents we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus, and
information that we file subsequently with the SEC will automatically update
this prospectus. We incorporate by reference the documents listed below:
* Annual Report on Form 10-K for the year ended December 31, 1997
(including information incorporated by reference into that report
from our 1997 Annual Report to Shareholders and portions of our
definitive proxy statement for our 1998 Annual Meeting of
Shareholders);
* Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998, and September 30, 1998;
* Current Report on Form 8-K dated December 1, 1998; and
* the description of our common stock (and related rights to purchase
preferred stock) contained in our Form 8-K/A dated May 20, 1993 to
our Current Report on Form 8-K dated January 17, 1989 and our
Amendment on Form-8 A/A dated February 26, 1999.
We also incorporate by reference any filings we make with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 after
the initial filing of the registration statement that contains this prospectus
and before the time that we (or the Trusts, if applicable) sell all the
securities offered by this prospectus.
You may request a copy of these filings at no cost by contacting us at
the following address:
Secretary
ReliaStar Financial Corp.
20 Washington Avenue South
Minneapolis, Minnesota 55401
(612) 372-5432
You should rely only on the information incorporated by reference or set
forth in this prospectus and the applicable prospectus supplement. We have not
authorized anyone else to provide you with different information. You should not
assume that the information in this prospectus and the applicable prospectus
supplement is accurate as of any dates other than the dates on the front of
those documents.
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RELIASTAR FINANCIAL CORP.
ReliaStar is a holding company whose subsidiaries specialize in life
insurance and related financial services. Through ReliaStar Life Insurance
Company, Minneapolis, Minnesota, and other subsidiaries, we provide and
distribute individual life insurance and annuities, employee-benefits products
and services, life and health reinsurance, retirement plans, mutual funds,
personal finance education, and bank products.
ReliaStar's strategy is to offer, principally through education-based
marketing, a wide variety of products and services designed to address
customers' need for financial security. ReliaStar currently operates in four
business segments: Personal Financial Services, Worksite Financial Services,
Tax-Sheltered and Fixed Annuities, and Reinsurance.
Personal Financial Services. The Personal Financial Services segment
serves individual customers who prefer to purchase insurance and investment
products from a personal financial adviser. This segment principally targets
middle- and upper-income families with niches including military personnel and
small-business owners. Personal Financial Services provides a wide range of
products, including universal life, variable universal life, and term life, as
well as fixed and variable annuities, through a nationwide network of
independent agents, financial professionals, and brokerage general agencies.
Washington Square Securities, Inc. provides broker/dealer services to
distributors. Unaffiliated broker/dealers also provide distribution.
Worksite Financial Services. This segment targets the sale of
employee-benefits and financial-service products to medium-to-large corporate
employers and affinity groups. Building on these relationships, Worksite
Financial Services also focuses on the sale of individual and payroll-deduction
insurance products to employees of our corporate clients. Principal products
include group and individual life insurance, non-medical group insurance
products, and 401(k) retirement plans.
Tax-Sheltered and Fixed Annuities. This segment, through Northern Life
Insurance Company, focuses on the retirement security needs of K-12 public and
private school teachers. Northern's sale force is comprised of agents who
specialize in the tax-sheltered 403(b) market, providing both fixed and variable
annuities.
Reinsurance. The Reinsurance segment provides specialized life and
health reinsurance, including group and special-risk reinsurance products, in
the United States and internationally. Target customers of the Reinsurance
segment are medium and large life insurance and selected non-life insurance
companies such as worker's compensation insurers and managed care and healthcare
provider organizations. This segment also offers specialty group insurance
products on a direct basis and value-added services, like catastrophic medical
case management. The Reinsurance segment's international offices are located in
Amsterdam, Copenhagen, London, and Mexico City.
Supplementing these four business segments are other business units
including Washington Square Securities, Inc., a broker/dealer; Northstar
Investment Management Corporation, the investment adviser to a proprietary
family of fixed-income and equity mutual funds; PrimeVest Financial Services,
Inc., which targets the sale of financial products and services by marketing
through unaffiliated banks; Successful Money Management Seminars, Inc., a
producer of financial-
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education seminar systems; and ReliaStar Bank, a federal savings bank, which
offers a variety of consumer credit and deposit products.
When we refer to "ReliaStar," "we," "our," or "us" in this Prospectus
Supplement we are referring to ReliaStar Financial Corp., except under the
headings "Summary Financial Information" and "Ratios of Earnings to Fixed
Charges and to Combined Fixed Charges and Preferred Stock Dividends," where we
are referring to ReliaStar and its subsidiaries as a whole.
THE TRUSTS
Overview
Each Trust is a statutory business trust that we formed under the
Delaware Business Trust Act.
We will amend and restate a Trust's declaration of trust, the Trust's
governing document, at the time the Trust proposes to offer its preferred
securities (we refer to the amended and restated declaration as the
"Declaration"). The Declaration will be substantially in the form filed as an
exhibit to the registration statement. The term of each Trust is approximately
55 years, but a Trust may terminate earlier, as provided in the Declaration and
the applicable prospectus supplement.
Each Trust exists only for the following purposes:
* issuing its preferred securities to the public and common securities
to us (both of these securities are sometimes referred to together
as "Trust Securities");
* lending to us the net proceeds from the sale of the preferred
securities, together with the capital contributions made by us for
the common securities, in exchange for our junior subordinated debt
securities; and
* engaging in only those other activities necessary or incidental to
those listed above.
The rate and dates of regular payments to you, along with any other
payment dates (such as those in connection with the redemption of preferred
securities or the liquidation of a Trust), for the preferred securities
correspond to the interest rate and payment dates (and other payment dates) on
the related junior subordinated debt securities, which will be the sole assets
of a Trust.
We will pay all expenses of each Trust as well as those incurred in the
offering of the Trust Securities. In addition, we guarantee the payment of
distributions and amounts on liquidation and redemption of preferred securities
to the extent described under "Description of the Preferred Securities
Guarantee" and the applicable prospectus supplement. Our guarantee, when taken
together with our obligations under the junior subordinated debt securities, the
Junior Subordinated Indenture, and the Declaration, provides a full and
unconditional guarantee to you of amounts due on the preferred securities.
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When we refer to a "Trust" or to the "Trusts," we are referring to the
general characteristics of the Trusts. If a Trust offers to sell securities to
the public, we will describe particular terms and characteristics of the Trust
in a prospectus supplement.
Common Securities
A Trust's common securities equal approximately 3% of the Trust's total
capital. All of the common securities of the Trusts are owned by us. The common
securities rank equally with the preferred securities. The Trust will make
payments on the Trust Securities pro rata, except that, if an event of default
occurs under the Declaration, then our right to payment of distributions and
amounts upon liquidation and otherwise will be junior to your rights as a holder
of the preferred securities.
Trustees
Each Trust's affairs will be conducted by three or more trustees
appointed by us as the holder of the common securities. The Declaration governs
the trustees' duties and obligations. The trustees will be comprised of the
following:
* two trustees who are our employees or officers ("Regular Trustees");
* one trustee that is a financial institution, not affiliated with us,
that has a minimum amount of aggregate capital, surplus, and
undivided profits of at least $50 million, which also acts as
"Property Trustee" and as "Indenture Trustee" for the purposes of
the Trust Indenture Act of 1939; and
* if the Property Trustee does not have its principal place of
business in Delaware or otherwise does not meet the requirements of
Delaware law, we will appoint one additional trustee that has its
principal place of business in Delaware (the "Delaware Trustee").
We may appoint, remove, or replace any of, or increase or reduce the
number of, the trustees. However, if an event of default under the Declaration
occurs and is continuing, then only the holders of a majority of the dollar
amount of the preferred securities may replace or remove the Property Trustee or
the Delaware Trustee. Only we can remove or replace the Regular Trustees.
Administrative Information
The office of the current Property Trustee for each Trust is Wilmington
Trust Company, Rodney Square North, 1100 North Market Street, Wilmington,
Delaware 19890-0001, Attention: Corporate Trust Administration, telephone (302)
651-8504.
The principal place of business of each Trust is c/o ReliaStar Financial
Corp., 20 Washington Avenue South, Minneapolis, Minnesota 55401, telephone (612)
372-5432.
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USE OF PROCEEDS
Unless the applicable prospectus supplement states otherwise, the net
proceeds from the sale of the securities offered by this prospectus will be
added to our general funds and may be used:
* to meet our working capital requirements;
* to refinance our debt;
* to repurchase our common stock;
* to make advances to our subsidiaries;
* to finance acquisitions if suitable opportunities develop; and
* for general corporate purposes.
Until the net proceeds have been used, they will be invested in short-term
marketable securities.
RATIOS OF EARNINGS TO FIXED CHARGES
AND TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
Nine Months
Ended
September 30, Year Ended December 31,
-------------- ----------------------------
1998 1997 1996 1995 1994 1993
-------------- ---- ---- ---- ---- ----
Ratio of Earnings to Fixed
Charges(1)...................... 9.2 9.0 10.4 11.6 14.6 8.1
Ratio of Earnings to Combined
Fixed Charges and Preferred
Stock Dividends(1).............. 9.2 9.0 9.0 8.2 8.0 5.3
- -------------
(1) During the third quarter of 1998, we sold our mortgage banking subsidiary.
The ratios have been restated for all periods presented to reflect that
transaction.
In calculating these ratios, earnings (consisting of income from our
continuing operations before income taxes, extraordinary charges, and accounting
changes, plus fixed charges, amortization of previously capitalized interest,
and adjustments for less-than-50%-owned entities) have been divided by fixed
charges. For purposes of calculating the ratios of earnings to combined fixed
charges and preferred stock dividends, earnings have been divided by fixed
charges and pre-tax earnings required to cover preferred stock dividends. Fixed
charges consist of interest on debt, dividends on trust-originated preferred
securities, amortization of debt expense and discount, and the interest factor
of rental expense (generally deemed to be one-third of net rental expense).
DESCRIPTION OF DEBT SECURITIES
This section describes the general terms of our senior debt securities,
senior subordinated debt securities, and junior subordinated debt securities
(all three types of securities are sometimes collectively referred to as "Debt
Securities"). The prospectus supplement will describe the specific terms of the
Debt Securities offered by that prospectus supplement and any
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general terms outlined in this section that will not apply to those Debt
Securities. See also "Description of Particular Terms of Junior Subordinated
Debt Securities Issued in Connection with Preferred Securities" below.
The senior debt securities will be issued under an indenture (the
"Senior Indenture") between us the trustee named in the applicable prospectus
supplement. The senior subordinated debt securities will be issued under an
indenture (the "Senior Subordinated Indenture") between us and the trustee named
in the applicable prospectus supplement. And the junior subordinated debt
securities will be issued under an indenture (the "Junior Subordinated
Indenture") between us and the trustee named in the applicable prospectus
supplement.
We have summarized certain terms of the three indentures listed above in
this section. The summary is not complete; we have filed the forms of each of
the indentures as exhibits to the registration statement. You should review the
applicable indenture for additional information before you buy any Debt
Securities. The summary that follows includes references to section numbers of
the indentures so that you can more easily locate these provisions.
General
Debt Securities will be our direct obligations. Each of the indentures
permits us to issue Debt Securities from time to time and does not limit the
amount of Debt Securities that we may issue. Debt Securities issued under an
indenture will be issued as part of a series established by us pursuant to the
indenture (Section 301).
Senior debt securities that have not been secured in accordance with the
Senior Indenture will rank equally with all of our other unsecured Debt (as
defined under "Subordination" below), other than Debt that by its terms is
subordinated to the senior debt securities. Subordinated debt securities will be
unsecured, will rank equally with all of our other subordinated debt securities,
and will be subordinated to all of our existing and future Debt, other than Debt
evidenced by junior subordinated debt securities and by Trust Securities. The
junior subordinated debt securities will be unsecured, will rank equally with
any of our existing or future Trust Securities, and will be subordinated to all
of our existing and future Debt. See "Subordination" below.
Unless a prospectus supplement relating to Debt Securities states
otherwise, neither the indentures nor the terms of the Debt Securities will
contain any covenants designed to afford holders of any Debt Securities
protection in a highly leveraged or other transaction involving us. Such
transactions could adversely affect holders of securities who are not afforded
such protections.
A prospectus supplement relating to a series of Debt Securities will
include specific terms relating to the offering (Section 301). These terms will
include some or all of the following:
* the title and type of the Debt Securities;
* any limit on the total principal amount of the Debt Securities;
* the price at which the Debt Securities will be issued;
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* if interest on Debt Securities is to be paid to a person other than
the person indicated as the holder of the Debt Securities on the
relevant record date in the security register, the identity of such
person;
* the dates on which the principal of and premium, if any, on the Debt
Securities will be payable, and any rights that we may have to
extend those dates;
* the maturity date of the Debt Securities;
* if the Debt Securities will bear interest:
(1) the interest rate;
(2) the date from which interest will accrue;
(3) the record and interest payment dates; and
(4) the first interest payment date;
* if the amount of principal of or any premium or interest on the Debt
Securities is determined by reference to an index, a description of
the method of calculation;
* any optional redemption provisions that would permit us or the
holders of Debt Securities to elect redemption of the Debt
Securities before their final maturity;
* any sinking-fund provisions that would obligate us to redeem the
Debt Securities before their final maturity;
* whether the Debt Securities will be convertible into shares of
common stock or exchangeable for other securities, and if so, the
terms of conversion or exchange;
* any additions or changes to the covenants contained in the
indenture;
* the currency in which the Debt Securities will be denominated and
payable, if other than U.S. dollars;
* any provisions that would permit us or the holders of the Debt
Securities to elect the currency in which the Debt Securities are
paid;
* if the Debt Securities are denominated in a currency other than U.S.
dollars, whether and under what terms the provisions described under
the heading "Defeasance" below apply to those Debt Securities;
* any changes to or additional events of default;
* whether the Debt Securities will be issued in whole or in part in
the form of global securities and, if so, the depositary for those
global securities (a "global security" means a Debt Security that we
issue to represent all or part of a series of Debt Securities when
the securities are issued only in book-entry form rather than by
delivery of certificates to the holders);
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* whether the Debt Securities will be secured and the provisions
relating to the collateral to be provided as security;
* any special tax implications of the Debt Securities; and
* any other terms of the Debt Securities.
Payment; Transfer
We will designate a place of payment where you can receive payment of
the principal of and any premium and interest on the Debt Securities or transfer
the Debt Securities. Even though we will designate a place of payment, we may
elect to pay any interest on the Debt Securities by mailing a check to the
person listed as the owner of the Debt Securities in the security register
(Sections 305, 1001, 1002). There will be no service charge for any registration
of transfer or exchange of the Debt Securities, but we may require you to pay
any tax or other governmental charge payable in connection with a transfer or
exchange of the Debt Securities (Section 305).
Denominations
Unless the applicable prospectus supplement states otherwise, Debt
Securities will be issued only in registered form, without coupons, in
denominations of $1,000 or multiples of $1,000.
Original Issue Discount
Debt Securities may be issued as original-issue-discount securities and
sold at a substantial discount below their stated principal amount. If a Debt
Security is an "original-issue-discount security," that means that an amount
less than the principal amount of the Debt Security will be due and payable upon
a declaration of acceleration of the maturity of the Debt Security (Section
101). The applicable prospectus supplement will describe the federal income tax
consequences and other special factors that should be considered before
purchasing any original-issue-discount securities.
Covenants
We have covenanted in the Senior Indenture that we will not, and will
not permit any Restricted Subsidiary (as defined in the next paragraph) to,
create, incur, issue, assume, or guarantee any indebtedness for borrowed money
that is secured by a mortgage, pledge, lien, or security interest (a "Lien") of
or upon any shares of capital stock or indebtedness of any Restricted Subsidiary
or any indebtedness of any Restricted Subsidiary owned by us or any subsidiary,
whether existing hereafter created, without providing that any Debt Securities
issued under the Senior Indenture shall be secured equally with (or, at our
option, senior to) such indebtedness, so long as such indebtedness is so
secured. These restrictions, however, do not apply to the following:
* Liens upon any indebtedness or shares of capital stock acquired by
us or any Restricted Subsidiary after September 30, 1994 to secure
the payment of all or part of the purchase
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price of those shares or indebtedness upon the acquisition thereof
by us or any Restricted Subsidiary;
* Liens upon any indebtedness or shares of capital stock existing at
the time of acquisition thereof by us or any Restricted Subsidiary;
* Liens upon indebtedness or shares of capital stock of any entity
existing at the time the entity became a Restricted Subsidiary;
* Liens to secure indebtedness of any Restricted Subsidiary to us or
to any other Restricted Subsidiary; and
* under certain circumstances, extensions, renewals, or replacements
of any Liens existing on September 30, 1994 or any Lien referred to
in the foregoing clauses (Section 1007 of the Senior Indenture).
The term "Restricted Subsidiary" includes the following subsidiaries, so
long as we own, directly or indirectly, 50% or more of their voting stock
(Section 101):
* ReliaStar Life Insurance Company and Northern Life Insurance
Company;
* any other of our other subsidiaries that have consolidated total
assets equal to or greater than 20% of our consolidated total assets
(as of the date of this prospectus, Security-Connecticut Life
Insurance Company and ReliaStar Life Insurance Company of New York
are the only such subsidiaries); and
* any successor, by merger or otherwise, to all or a principal part of
the business or properties of any subsidiary described in the
previous two points.
We have also covenanted in the Senior Indenture that, so long as any
senior debt securities of any series are outstanding, we will not, nor will we
permit any Restricted Subsidiary to, issue or dispose of (except to us or to
another Restricted Subsidiary) any shares of capital stock of any Restricted
Subsidiary, except in the following instances:
* the shares constitute directors' qualifying shares;
* the entire outstanding capital stock of the Restricted Subsidiary
then owned by us and our Restricted Subsidiaries is disposed of at
the same time for a consideration that is at least equal to fair
value; or
* after giving effect to the issuance or disposition, we and our
Restricted Subsidiaries would own, directly or indirectly, at least
80% of the outstanding capital stock of that Restricted Subsidiary
(Section 1008 of the Senior Indenture).
We are not restricted by the indentures from becoming liable for any
Debt or other obligations, or, except as described above, from creating Liens on
our property for any purpose.
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Nor are we restricted from paying dividends or making distributions on our
capital stock, from purchasing or redeeming our capital stock, or, except as
described under "Consolidation, Merger, or Sale of Assets" below, from engaging
in corporate transactions that could result in our involvement in a highly
leveraged transaction. The indentures do not require us to maintain any
specified financial ratios or levels of net worth or liquidity. In addition, the
indentures do not require us to repurchase, redeem, or otherwise modify the
terms of any of our Debt Securities upon a change in control of ReliaStar or
upon other events involving our company that may adversely affect the
creditworthiness of the Debt Securities.
The applicable prospectus supplement may describe other covenants. See
also "Particular Terms of Junior Subordinated Debt Securities Issued in
Connection with Preferred Securities."
Consolidation, Merger, or Sale of Assets
Each of the indentures generally permits a consolidation or merger
between us and another corporation. The indentures also permit the sale or
transfer by us of all or substantially all of our property and assets and the
purchase by us of all or substantially all of the property and assets of another
corporation. Specifically, these transactions are permitted if:
* the resulting or acquiring corporation assumes all of our
responsibilities and liabilities under the indentures, including the
payment of all amounts due on the Debt Securities and the
performance of the covenants in the Indentures;
* immediately after the transaction, no event of default exists; and
* if, as a result of the transaction, any of our properties and assets
would become subject to a Lien or other encumbrance not permitted by
the indentures, we or the successor under the indentures, if
applicable, secure the Debt Securities equally with or senior to all
Debt secured by the Lien or encumbrance (Section 801).
If we consolidate or merge with or into any other corporation or sell
all or substantially all of our assets in compliance with the indentures, the
resulting or acquiring corporation will be substituted for us in the indentures
with the same effect as if it had been an original party to the indentures. As a
result, the successor corporation may exercise our rights and powers under the
indentures, in our name or in its own name and, except in the case of a lease of
all or substantially all of our properties, we will be released from all our
liabilities and obligations under the indentures and under the Debt Securities
(Section 802).
Modification and Waiver
Under each of the indentures, certain of our rights and obligations and
certain of the rights of holders of the Debt Securities may be modified with the
consent of the holders of a majority in aggregate principal amount of the
outstanding Debt Securities of each series of Debt Securities affected by the
modification or amendment. But the following modifications will not be effective
against any holder without the holder's consent:
* a change in the stated maturity date of any payment of principal or
interest;
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* a reduction in certain payments due on the Debt Securities;
* a change in the place of payment or currency in which any payment on
the Debt Securities is payable;
* a limitation of the holder's right to sue us for the enforcement of
certain payments due on the Debt Securities; and
* a modification of any of the foregoing requirements or a reduction
in the percentage of outstanding Debt Securities required to waive
compliance with certain provisions of the applicable indenture or to
waive certain defaults under the applicable indenture (Section 902).
Under each of the indentures, the holders of a majority in aggregate
principal amount of the outstanding Debt Securities of any series of Debt
Securities may, on behalf of all holders of that series:
* waive compliance by us with certain restrictive covenants; and
* waive any past default, except:
(1) a default in the payment of the principal of or any premium or
interest on any Debt Securities of that series; or
(2) a default under any provision of the applicable indenture that
itself cannot be modified without the consent of the holders of
each outstanding Debt Security of that series (Sections 1011 and
513).
Events of Default
Unless otherwise stated in the applicable prospectus supplement, each
series of senior debt securities issued under the Senior Indenture will provide
that the following events constitute events of default with respect to that
series:
* default in payment of principal of or premium, if any, on any senior
debt security of that series when due;
* default for 30 days in payment of interest on any senior debt
security of that series or related coupon, if any, when due;
* default in the deposit of any sinking-fund payment on any senior
debt security of that series when due;
* default in the performance of any covenant in the indenture
continued for 90 days after written notice by the trustee or by the
holders of at least 25% in principal amount of the outstanding
senior debt securities of that series;
* certain events of bankruptcy, insolvency, or reorganization
involving us; and
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* with certain exceptions relating to defaults that would not have a
material adverse effect on the holders of the Debt Securities of
that series, default by us or by any Restricted Subsidiary in the
payment of any amount due under other indebtedness of us or of any
Restricted Subsidiary having unpaid principal in excess of $20
million or under any instrument under which any such indebtedness
has been issued or by which it is governed, whether now existing or
hereafter created, which resulted in the acceleration of the
maturity thereof without the acceleration having been rescinded
after notice to us (Section 501 of the Senior Indenture).
Unless otherwise stated in the applicable prospectus supplement, any
series of senior or junior subordinated debt securities issued under the Senior
Subordinated Indenture or the Junior Subordinated Indenture will provide that
the only events of default are the following:
* default in payment of principal of or premium, if any, on any
subordinated debt security of that series when due;
* default for 30 days in payment of interest on any subordinated debt
security of that series or related coupon, if any, when due;
* failure to convert any subordinated debt security into common stock
upon the election of a holder to convert the subordinated debt
security, if the terms of the subordinated debt security provide for
conversion; and
* certain events of bankruptcy involving us (Section 501 of the Senior
Subordinated Indenture and the Junior Subordinated Indenture).
Unless specifically stated in the applicable prospectus supplement,
there is no right to accelerate the payment of principal of the senior or junior
subordinated debt securities upon a default in the payment of principal,
premium, if any, or interest on, or in the performance of any covenant in, the
senior or junior subordinated debt securities or the Senior Subordinated
Indenture and the Junior Subordinated Indenture. If a default occurs in the
payment of principal, premium, if any, or interest, or in the performance of any
covenant in, the senior or junior subordinated debt securities or applicable
indenture, the trustee, subject to certain conditions, may institute judicial
proceedings to enforce payment or to obtain the performance of the covenant
(Section 503 of the Senior Subordinated Indenture and the Junior Subordinated
Indenture).
We are required to file annually with each trustee an officers'
certificate concerning the absence of certain defaults under the indentures
(Section 1004). Each indenture provides that if an event of default has occurred
and is continuing, either the trustee or the holders of at least 25% in
principal amount of the outstanding Debt Securities of the applicable series may
declare the principal of all such Debt Securities (or in the case of
original-issue-discount securities, such portion of the principal amount thereof
as specified in their terms) to be due (Section 502). In certain cases, the
holders of a majority in principal amount of the outstanding Debt Securities of
a series may, on behalf of the holders of all Senior Debt Securities of the
series and any related coupons, waive any past default, except a default in
payment of the principal of or premium, if any,
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or interest on any of the Debt Securities of the series or a default of a term
of the indenture that may not be modified without the consent of the holder of
each outstanding Debt Security or coupon affected (Section 513).
Each indenture entitles the trustee, subject to its duty during default
to act with the required standard of care, to be indemnified by the holders of
the Debt Securities of a series or any related coupons before exercising any
right or power under the indenture at the request of the holders (Section 603).
Each indenture provides that no holder of any Debt Securities or any related
coupons may institute any proceeding to enforce the indenture, except if the
trustee fails for 60 days to act after it is given notice of default, a request
to enforce the indenture by the holders of not less than 25% in aggregate
principal amount of the outstanding Debt Securities of the series, and an offer
of reasonable indemnity (Section 507). This provision will not prevent any
holder of Debt Securities or any related coupons from enforcing payment of the
principal thereof and premium, if any, and interest thereon at the applicable
due dates (Section 508). The holders of a majority in aggregate principal amount
of the outstanding Debt Securities of any series issued under an indenture may
direct the time, method, and place of conducting any proceedings for any remedy
available to the trustee or for exercising any trust or power conferred on it
with respect to the Debt Securities of that series. However, the trustee may
refuse to follow any direction that conflicts with law or the indenture or that
would be unjustly prejudicial to holders not joining the direction (Section
512).
Each indenture provides that the trustee will give the holders of Debt
Securities notice of a default if not cured or waived, but, except in the case
of a default in the payment of principal of or premium, if any, or interest on
any Debt Securities of the series or any related coupons or in the payment of
any sinking-fund installment with respect to Debt Securities of the series, the
trustee for the Debt Securities is protected in withholding notice if it
determines in good faith that the withholding of the notice is in the interest
of the holders of the Debt Securities (Section 602).
Defeasance and Discharge
Except for junior subordinated debt securities issued in connection with
a Trust's preferred securities, ReliaStar may be discharged from all obligations
relating to the Debt Securities of a series upon the deposit with the trustee,
in trust, of money or, to the extent the Debt Securities are denominated and
payable in U.S. dollars only, eligible instruments that, through the payment of
principal and interest in accordance with their terms, will provide money in an
amount sufficient to pay the principal of and premium, if any, each installment
of interest on, and any mandatory sinking-fund, repayment, or analogous payments
on, the Debt Securities of the series on the scheduled due dates or upon
redemption (if the Debt Securities are subject to redemption). We may only
exercise this right if the holders of the Debt Securities will not recognize
income, gain, or loss for federal income tax purposes as a result of the
exercise and if they will be subject to federal income tax on the same amounts,
in the same manner, and at the same times as would have been the case if we had
not done so. We may not exercise this right if the Debt Securities are then
listed on any domestic or foreign securities exchange and will be delisted as a
result of the action (Section 403).
Except for junior subordinated debt securities issued in connection with
a Trust's preferred securities, we may terminate certain of our obligations
under each indenture regarding the Debt
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Securities of a series, including our obligations to comply with the covenants
described above under "Covenants," by depositing in trust with the trustee money
or, to the extent such Debt Securities are denominated and payable in U.S.
dollars only, certain eligible instruments that, through the payment of
principal and interest in respect thereof in accordance with their terms, will
provide money in an amount sufficient to pay the principal of and premium, if
any, each installment of interest on, and any mandatory sinking-fund, repayment,
or analogous payments on, the Debt Securities of the series on the scheduled due
dates therefor. This termination will not relieve us of our obligation to pay
when due the principal of or any interest on the Debt Securities if they are not
paid from the money or eligible instruments held by the trustee for the payment
thereof (Section 1501).
The applicable prospectus supplement will further describe the
provisions, if any, permitting or restricting defeasance with respect to Debt
Securities of a series.
If we exercise our option to omit compliance with the covenants
described under "Covenants" with respect to the Debt Securities of a series as
described above, and the Debt Securities of the series are declared due and
payable because of the occurrence of an event of default, then the amount of
money and eligible instruments on deposit with the Trustee will be sufficient to
pay amounts due on the Debt Securities of the series at the time of the
scheduled due dates therefor, but may not be sufficient to pay amounts due on
the Debt Securities of the series at the time of the acceleration resulting from
the event of default. In any case, we will remain liable for those payments as
provided in the applicable indenture.
Subordination
The senior subordinated debt securities are subordinate to all our
existing and future Debt (as defined in the next paragraph). The junior
subordinated debt securities rank equally with any Trust Securities and are
subordinate to all our existing and future Debt, other than the Trust
Securities. If we default in the payment of any principal, premium, if any, or
interest on any Debt to which the senior subordinated debt securities or the
junior subordinated debt securities are subordinated when they become due, then,
until the default has been cured, waived, or ceased to exist, no payment may be
made or agreed to be made for principal, premium, if any, or interest on the
senior subordinated debt securities or the junior subordinated debt securities,
as the case may be, or in respect of any redemption, repayment, retirement,
purchase, or other acquisition of any of the senior subordinated debt securities
or the junior subordinated debt securities, as the case may be (Section 1601 of
the Senior Subordinated Indenture and the Junior Subordinated Indenture).
The term "Debt" includes the following:
* the principal, premium, if any, and interest in respect of
indebtedness of ReliaStar for money borrowed and indebtedness
evidenced by securities or other similar instruments issued by us
(other than junior subordinated debt securities and Trust
Securities);
* capital lease obligations;
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* obligations issued or assumed as the deferred purchase price of
property, conditional sale obligations, and obligations under any
title-retention agreement (but excluding trade accounts payable
arising in the ordinary course of business);
* obligations for the reimbursement on any letter of credit, banker's
acceptance, security purchase facility, or similar credit
transaction;
* obligations of the type referred to above of other entities for
which we are responsible or liable as obligor, guarantor, or
otherwise; and
* obligations of the type referred to above of other entities secured
by any lien on any of our properties or assets (Section 101 of the
Senior Subordinated Indenture and the Junior Subordinated
Indenture).
As of September 30, 1998, we had approximately $367.0 million of Debt
outstanding to which senior and junior subordinated debt securities would be
subordinated.
If any of the following events occurs:
* the insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment, composition, or other similar
proceeding relating to our company, our creditors, or our property;
* a proceeding for the liquidation, dissolution, or other winding up
of our company, whether or not involving insolvency or bankruptcy
proceedings;
* an assignment by us for the benefit of our creditors; or
* any other marshalling of our assets;
then all Debt (including any interest thereon accruing after the commencement of
any such proceedings) will first be paid in full before any payment or
distribution may be made on account of the principal of or interest on the
senior or junior subordinated debt securities.
In such an event, any payment or distribution of the principal of or
interest on the senior subordinated debt securities or junior subordinated debt
securities, as the case may be, which would otherwise (but for the subordination
provisions) be payable or deliverable in respect of those securities will be
paid or delivered directly to the holders of Debt in accordance with the
priorities then existing among the holders until all Debt (including any
interest thereon accruing after the commencement of any such proceedings) has
been paid in full (Section 1601 of the Senior Subordinated Indenture and the
Junior Subordinated Indenture).
After payment in full of all sums owing with respect to Debt, the
holders of senior subordinated debt securities or junior subordinated debt
securities, as the case may be, together with the holders of any obligations of
ReliaStar ranking equally with senior subordinated debt securities or junior
subordinated debt securities, as the case may be, will be repaid from our
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remaining assets before any payment or other distribution, whether in cash,
property, or otherwise, may be made on account of any capital stock or
obligations of ReliaStar ranking junior to those securities and those other
obligations (Section 1601 of the Senior Subordinated Indenture and the Junior
Subordinated Indenture). By reason of this subordination, if we become
insolvent, holders of Debt may receive more, ratably, and holders of the senior
and junior subordinated debt securities may receive less, ratably, than our
other creditors. Subordination does not prevent the occurrence of any event of
default in respect of the Debt Securities.
The indentures may be modified as provided under "Modification and
Waiver" above, but no modification may, without the consent of the holders of
all Debt outstanding, modify any of the provisions of the indentures relating to
the subordination of Debt Securities and any related coupons in a manner adverse
to the Debt holders (Section 902 of the Senior Subordinated Indenture and the
Junior Subordinated Indenture).
Conversion and Exchange
If any Debt Securities are convertible into preferred stock, depositary
shares, or common stock at the option of the holders or exchangeable for
preferred stock, depositary shares, or common stock at our option, the
prospectus supplement relating to those Debt Securities will include the terms
governing conversions and exchanges.
DESCRIPTION OF PARTICULAR TERMS OF JUNIOR SUBORDINATED DEBT
SECURITIES ISSUED IN CONNECTION WITH PREFERRED SECURITIES
General
This section describes the general terms of the Junior Subordinated
Indenture that will be applicable to junior subordinated debt securities issued
by us to a Trust in connection with the Trust's sale of preferred securities to
you. Other terms of the Junior Subordinated Indenture are discussed under the
heading "Description of Debt Securities" above.
The prospectus supplement will describe the specific terms of a series
of junior subordinated debt securities offered by that prospectus supplement and
any general terms outlined in this section that will not apply to that series of
junior subordinated debt securities.
The distribution rate and dates and the other payment dates for the
preferred securities issued by a Trust will correspond to the interest rate and
dates and the other payment dates on the junior subordinated debt securities
issued to the Trust, which will be the Trust's sole assets.
If a Trust is dissolved because of the occurrence of an event set forth
in the applicable prospectus supplement, then the Trust may distribute junior
subordinated debt securities pro rata to the holders of the Trust Securities. We
will issue only one series of junior subordinated debt securities in connection
with the issuance of Trust Securities by a particular Trust.
Events of Default
When junior subordinated debt securities are issued to a Trust by us in
connection with the issuance by the Trust of its Trust Securities and there has
occurred one of the following:
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* any event that would constitute an event of default under the Junior
Subordinated Indenture;
* we are in default with respect to our payment of any obligations
under our guarantee relating to the preferred securities; or
* we give notice of our election to defer payments of interest on the
junior subordinated debt securities by extending the interest
payment period (if we are allowed to do so under the terms of a
particular series of preferred securities) and that period, or any
extension thereof, is continuing;
then we may not:
* declare or pay dividends (other than stock dividends) on, or make a
distribution with respect to, or repurchase or make a liquidation
payment with respect to, any of our capital stock; or
* make any payment of interest, principal, or premium on, or repay,
repurchase, or redeem any debt securities issued by us that rank
equally with or junior to the junior subordinated debt securities.
Enforcement of Your Rights
If we do not make interest or other payments on the junior subordinated
debt securities when due, then the Declaration provides a mechanism whereby the
holders of the preferred securities may direct the Property Trustee to enforce
the Property Trustee's rights under the junior subordinated debt securities. If
the Property Trustee does not enforce those rights, then any holder of preferred
securities may institute a legal proceeding against us to enforce the Property
Trustee's rights under the junior subordinated debt securities without first
instituting any legal proceeding against the Property Trustee or any other
entity. In addition, if we fail to pay interest or principal on the junior
subordinated debt securities when due, then, under the Junior Subordinated
Indenture, a holder of preferred securities may directly institute a proceeding
for enforcement of a payment to the holder of the principal of or interest on
junior subordinated debt securities having a principal amount equal to the
aggregate liquidation amount of the holder's preferred securities.
Covenants
For so long as a particular series of Trust Securities remains
outstanding, we will:
* directly or indirectly maintain 100% ownership of the Trust's common
securities (except that any of our permitted successors under the
Junior Subordinated Indenture may become the sole owner of the
common securities);
* use reasonable efforts to cause the applicable Trust to remain a
statutory business trust, except in connection with the distribution
of junior subordinated debt securities to the holders of Trust
Securities in liquidation of the Trust, the redemption of all of
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the Trust Securities, or certain mergers, consolidations, or
amalgamations, each as permitted by the Declaration; and
* use reasonable efforts to cause the applicable Trust to continue to
be classified as a grantor trust for United States federal income
tax purposes.
DESCRIPTION OF PREFERRED SECURITIES OF THE TRUSTS
This section describes the general terms of the preferred securities
that may be offered by this prospectus. The prospectus supplement will describe
the specific terms of the preferred securities offered by that prospectus
supplement and any general terms outlined in this section that will not apply to
those preferred securities.
We have summarized certain terms of the preferred securities in this
section. The summary is not complete. We have also filed the Declaration, the
Junior Subordinated Indenture, and the form of preferred security certificate as
exhibits to the registration statement. You should review these documents for
additional information before you buy any preferred securities.
Each Trust may issue only one series of preferred securities. The
specific terms of a series will be set forth in the applicable prospectus
supplement and will include:
* the distinctive name of the series of preferred securities;
* the number or aggregate liquidation amount of preferred securities
of the series and the dates upon which distributions will be paid;
* whether distributions on preferred securities are cumulative, and,
if so, the date (or method of determining the date) from which the
distributions shall be cumulative;
* the amounts payable out of the assets of the Trust to the holders of
preferred securities upon dissolution, winding-up, or termination of
the Trust;
* the obligation, if any, of the Trust to purchase or redeem the
preferred securities and the prices at which, the periods within
which, and the terms upon which the preferred securities will be
purchased or redeemed, in whole or in part, under that obligation;
* the voting rights, if any, of the preferred securities in addition
to those required by Delaware law, including the number of votes per
preferred security and any requirement for approval by the holders
of preferred securities of specified actions or amendments to the
Declaration;
* United States federal income tax considerations applicable to the
series; and
* any other relevant rights, preferences, or privileges of, or
limitations or restrictions on, the preferred securities, consistent
with the Declaration and applicable law.
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The distribution rate and payment dates and the other payment dates for
the preferred securities issued by a Trust will correspond to the interest rate
and payment dates and the other payment dates on the junior subordinated debt
securities issued to the Trust, which will be the Trust's sole assets. All
preferred securities are guaranteed by us to the extent set forth under
"Description of the Preferred Securities Guarantee" below.
The Declaration of each Trust will be qualified as an indenture under
the Trust Indenture Act. In addition to the terms set forth in this prospectus
and the applicable prospectus supplement, the preferred securities of a series
will have such other terms as are set forth in the Declaration or made part of
the Declaration by the Trust Indenture Act.
In connection with the issuance of preferred securities, each Trust will
issue one series of common securities. The terms of the common securities will
be substantially identical to the terms of the preferred securities, and the
common securities will rank equally with, and payments will be made on the
common securities pro rata with, the preferred securities. If an event of
default occurs under the Declaration, our rights, as sole holder of the common
securities, to payment of distributions and payments upon liquidation,
redemption, and otherwise will be subordinated to the rights of the holders of
the preferred securities.
DESCRIPTION OF THE PREFERRED SECURITIES GUARANTEE
This section describes the general terms of our guarantee of payments
with respect to the preferred securities (the "Guarantee"). The prospectus
supplement will describe the specific terms of the Guarantee with respect to the
preferred securities offered by that prospectus supplement and any general terms
of the Guarantee outlined in this section that will not apply to the Guarantee
associated with the series of preferred securities offered by that prospectus
supplement. The Guarantee is for the benefit of the holders of preferred
securities. The Guarantee will be qualified as an indenture under the Trust
Indenture Act, and Wilmington Trust Company will act as indenture trustee under
the Guarantee (the "Guarantee Trustee").
We have summarized certain terms of the Guarantee in this section. The
summary is not complete. The terms of the Guarantee will be those set forth in
the applicable Guarantee agreement and those made a part of the Guarantee
agreement by the Trust Indenture Act. We have filed the form of Guarantee
agreement as an exhibit to the registration statement. You should review the
form of Guarantee agreement for additional information before you buy any
preferred securities.
General
We agree to pay, to the extent set forth in this prospectus and the
applicable prospectus supplement, in full to the holders of the preferred
securities the Guarantee Payments (as defined below), as and when due,
regardless of any defense, right of set-off, or counterclaim that the applicable
Trust may have or assert.
The following payments and distributions with respect to the preferred
securities are called the "Guarantee Payments" and, to the extent not paid or
made by a Trust, are subject to the Guarantee:
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* any accrued and unpaid distributions that are required to be paid on
the preferred securities, but only to the extent that the Trust has
funds available for those distributions;
* with respect to preferred securities called for redemption by the
Trust, the redemption price, including all accrued and unpaid
distributions to the redemption date, but only to the extent that
the Trust has funds available for payment of the redemption price;
and
* upon a dissolution, winding-up, or termination of the Trust (other
than in connection with the distribution of junior subordinated debt
securities to the holders of preferred securities or the redemption
of all of the Trust's preferred securities) the lesser of:
(1) the aggregate of the liquidation amount of, and all accrued and
unpaid distributions on, the preferred securities to the date of
payment, but only to the extent the Trust has funds available
for the payment; or
(2) the amount of assets of the Trust remaining available for
distribution to holders of the preferred securities in
liquidation of the Trust.
Our obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by us to the holders of preferred securities or
by causing the Trust to pay those amounts to the holders.
The Guarantee is a guarantee, on a subordinated basis, of the Guarantee
Payments from the time of issuance, but the Guarantee only applies to
distributions to the extent the applicable Trust has funds available for those
distributions. If we do not make interest payments on the junior subordinated
debt securities purchased by a Trust, then the Trust will not pay distributions
on the preferred securities and will not have funds available for those
distributions.
Covenants
Under the Guarantee agreement, if there has occurred any event that
constitutes an event of default under the Guarantee agreement or the Declaration
and that event is continuing, then, so long as any preferred securities issued
by the applicable Trust remain outstanding, we may not:
* declare or pay dividends (other than stock dividends) on, or make a
distribution with respect to, or repurchase or make a liquidation
payment with respect to, any of our capital stock; or
* make any payment of interest, principal, or premium on, or repay,
repurchase, or redeem any debt securities (including guarantees)
issued by us that rank equally with or below the junior subordinated
debt securities.
Modifications of the Guarantee; Assignment
Except for changes that do not adversely affect the rights of holders of
preferred securities (in which case no vote will be required), the Guarantee
agreement may be amended
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only with the prior approval of the holders of a majority in aggregate
liquidation amount of the preferred securities then outstanding. All guarantees
and agreements contained in the Guarantee agreement bind our successors,
assigns, receivers, trustees, and representatives.
Events of Default
An event of default under the Guarantee agreement will occur upon our
failure to make any required Guarantee Payments. The holders of a majority in
aggregate liquidation amount of the preferred securities may direct the time,
method, and place of conducting any proceeding for any remedy available to the
Guarantee Trustee in connection with the Guarantee and may direct the exercise
of any trust or power conferred upon the Guarantee Trustee under the Guarantee.
The Guarantee constitutes a guarantee of payment and not of collection.
If we fail to make the Guarantee Payments when required, holders of preferred
securities may directly institute a proceeding against us for enforcement of
their right to receive those payments under the Guarantee without first
instituting a legal proceeding against the Trust, the Guarantee Trustee, or any
other entity.
We are required to provide annually to the Guarantee Trustee a statement
as to our performance of certain obligations under the Guarantee and as to any
default in that performance.
Information Concerning the Guarantee Trustee
The Guarantee Trustee, before the occurrence of a default with respect
to the Guarantee and after curing all such defaults that may have occurred, will
perform only those duties as are specifically set forth in the Guarantee
agreement. When an event of default has occurred and is continuing, the
Guarantee Trustee must exercise the same degree of care as a prudent individual
would exercise in the conduct of his or her own affairs. Subject to those
obligations, the Guarantee Trustee is under no additional obligation to exercise
any of the powers vested in it by the Guarantee agreement at the request of any
holder of preferred securities, unless it is offered reasonable indemnity
against the costs and liabilities that might be incurred in such a situation.
Termination
The Guarantee will terminate as to a series of preferred securities upon
the following events:
* full payment of the redemption price of all Trust Securities,
including all distributions payable to the redemption date;
* distribution of the junior subordinated debt securities held by the
applicable Trust to the holders of the preferred securities; or
* full payment of the amounts payable in accordance with the
Declaration upon liquidation of the Trust.
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Status of the Guarantee
The Guarantee constitutes our unsecured obligation that ranks:
* junior to all of our other liabilities;
* equally with our most senior preferred stock;
* equally with any guarantee issued by us in respect of any preferred
stock of any of our affiliates; and
* senior to our common stock.
The terms of the preferred securities provide that each holder of
preferred securities, by acceptance thereof, agrees to the subordination
provisions and other terms of the Guarantee.
Governing Law
The Guarantee is governed by New York law.
DESCRIPTION OF CAPITAL STOCK
The following is a summary of certain provisions of our certificate of
incorporation, by-laws, and Rights Agreement between us and Norwest Bank
Minnesota, National Association. This summary is not complete. You should refer
to these documents, which are incorporated by reference into this prospectus,
for further information.
General
ReliaStar's authorized capital stock consists of 200 million shares of
common stock and seven million shares of preferred stock.
All issued and outstanding shares of common stock are, and the shares
offered by this prospectus will be, fully paid and non-assessable. Holders of
shares of common stock or preferred stock do not have any preemptive rights to
subscribe for or purchase any of our securities, except, with respect to shares
of preferred stock, such preemptive rights as may be provided in the resolutions
of our Board of Directors providing for the issuance of those shares. Holders of
common stock have the rights described below under "Share Rights Plan."
Preferred Stock
ReliaStar's certificate of incorporation authorizes our Board of
Directors to issue, without shareholder approval, one or more series of
preferred stock with such designations, voting powers, preferences, and other
special rights, and qualifications, limitations, or restrictions, as may be
stated in the resolutions providing for the issuance of the series.
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We have also currently reserved for issuance up to six million shares of
Series A Junior Participating Preferred Stock issuable under the Rights
Agreement referred to below under "Share Rights Plan."
Dividends
Under Delaware law, subject to restrictions contained in our certificate
of incorporation discussed in the next paragraph, we may declare dividends out
of our surplus or, if there is no surplus, out of net profits for the fiscal
year in which the dividend is declared, for the preceding fiscal year, or both.
Under our certificate of incorporation, so long as there are outstanding
any shares of preferred stock entitled to cumulative dividends, no dividends
(other than dividends payable in shares of common stock) may be paid or
declared, nor may any distribution be made, on shares of common stock, nor may
any shares of common stock be purchased, redeemed, or otherwise acquired for
value by us (other than in exchange for, or through application of the proceeds
of the sale of, shares of common stock) if we are in default with respect to any
dividend payable on, or obligation to redeem or to maintain a purchase,
retirement, or sinking fund with respect to, shares of preferred stock.
ReliaStar is primarily a holding company owning, directly or indirectly,
the capital stock of ReliaStar Life Insurance Company and other subsidiaries.
There are legal limitations on the extent to which ReliaStar Life Insurance
Company and our other insurance-company subsidiaries may pay dividends, lend, or
otherwise supply funds to ReliaStar or ReliaStar Life Insurance Company.
Our payment of future dividends is largely dependent upon the ability of
ReliaStar Life Insurance Company to pay dividends to us. Under Minnesota
insurance laws and regulations, any such payments may be in an amount deemed
prudent by ReliaStar Life Insurance Company's board of directors and, unless
otherwise approved by the Minnesota Insurance Commissioner, must be paid solely
from the adjusted earned surplus of ReliaStar Life Insurance Company. "Adjusted
earned surplus" means the earned surplus as determined in accordance with
statutory accounting principles (unassigned funds) less 25% of the amount of
earned surplus that is attributable to net unrealized capital gains. Further,
without approval of the Insurance Commissioner, ReliaStar Life Insurance Company
may not pay in any calendar year any dividend that, when combined with other
dividends paid within the preceding 12 months, exceeds the greater of 10% of its
statutory surplus at the prior year end or 100% of its statutory net gain from
operations (not including realized capital gains) for the prior calendar year.
Voting Rights
Our certificate of incorporation provides that, except as otherwise
required by law, holders of shares of common stock are entitled to one vote per
share. Holders of shares of common stock do not have cumulative voting rights.
Except as otherwise required by law or by the resolutions providing for
the issuance thereof, holders of shares of preferred stock have no voting
rights.
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Our certificate of incorporation requires the affirmative vote of 75% of
our outstanding capital stock entitled to vote, voting as a single class, to
take the following actions:
* approve certain "business combinations" involving an "interested
shareholder" unless the transaction is approved by a majority of the
"continuing directors," as those terms are defined in the
certificate of incorporation;
* remove directors;
* make certain amendments to the certificate of incorporation; and
* for the shareholders to amend our by-laws.
Liquidation
Subject to preferential payments due or other rights with respect to any
shares of preferred stock that may then be issued and outstanding, in the event
of any liquidation of ReliaStar the holders of common stock are entitled to
share, in proportion to the number of shares of common stock held, in the assets
remaining after discharge of all obligations and liabilities of ReliaStar.
Share Rights Plan
Under the Rights Agreement referred to above, each share of our common
stock has attached one preferred-share purchase right. Each such right entitles
the registered holder to purchase from us one-twentieth of a share of Series A
Junior Participating Preferred Stock at an exercise price of $100, subject to
adjustment.
Until the distribution date for the rights, they will be evidenced by
certificates representing shares of common stock and will be transferred only
with the shares of common stock. The rights will separate from the shares of
common stock and a distribution date for the rights will occur upon the earlier
of the following:
* the close of business on the 15th day after a public announcement
that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding shares of our
common stock; or
* the close of business on the 15th day after the commencement or
announcement of a tender or exchange offer the consummation of which
would result in a person or group of affiliated or associated
persons becoming the beneficial owner of 20% or more of the
outstanding shares of our common stock.
The rights are not exercisable until the distribution date. They will
expire on September 8, 2004, unless extended or redeemed by us.
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Upon the occurrence of any of the following events:
* ReliaStar is the surviving corporation in a merger, consolidation,
or statutory share exchange with an Acquiring Person, and all
outstanding shares of ReliaStar are not changed or exchanged;
* an Acquiring Person engages in one of a number of self-dealing
transactions specified in the Rights Agreement;
* an Acquiring Person increases by more than 1% its proportion of
beneficial ownership of the outstanding shares of any class of
equity securities or securities exercisable for or convertible into
equity securities of ReliaStar or any of its subsidiaries pursuant
to a recapitalization, reclassification, or similar transaction; or
* a person (other than ReliaStar and certain of its affiliates)
becomes a beneficial owner of 20% or more of the outstanding shares
of common stock;
then each holder of a right (other than rights beneficially owned by an
Acquiring Person) will have the right to receive, upon exercise thereof at the
then current exercise price of the right, a number of shares of common stock
having a market value of two times the exercise price of the right, subject to
certain possible adjustments.
If ReliaStar is acquired in a merger or other business-combination
transaction or 50% or more of the assets or earning power of ReliaStar and its
subsidiaries (taken as a whole) are sold after a public announcement that a
person has become an Acquiring Person, then each holder of a right will have the
right to receive, upon exercise at the then current exercise price of the right,
a number of common shares of the Acquiring Person (or in certain cases, one of
its affiliates) having a market value of two times the exercise price of the
right.
In certain instances, we may exchange rights for shares of common stock
or reduce the 20%-stock-ownership threshold to not less than 10%.
The rights are redeemable at a price of one cent per right at any time
before the 30th day after a public announcement that a person has become an
Acquiring Person. The redemption period may be extended if no person has become
an Acquiring Person.
Limitations on Change in Control
Our certificate of incorporation and by-laws provide that our Board of
Directors will be divided into three classes serving staggered terms, with one
class of directors to be elected for a three-year term at each annual meeting of
shareholders. As a result, at least two meetings of shareholders will generally
be required for the shareholders to effect a change in control of our Board of
Directors. Our by-laws provide that advance notice of nominations for the
election of directors to be made at, and business to be brought before, an
annual meeting of shareholders by a shareholder must be received by ReliaStar's
Secretary not less than 60 days in advance of the meeting (except that if public
disclosure of such meeting is made less than 75 days before the
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meeting, the notice need only be received within 15 days following public
disclosure). Our certificate of incorporation and by-laws also provide that
shareholder action may be taken only at meetings of shareholders, and may not be
taken by shareholder consent, and that shareholders are not permitted to call,
or to require our Board of Directors to call, special meetings of shareholders.
The certificate of incorporation provides that, when considering a
merger, consolidation, sale of assets, business combination, or other
transaction (including a tender or exchange offer), our Board of Directors, any
committee of the Board, and our directors and officers may, in considering the
best interests of ReliaStar and its shareholders, consider the effects of such
transaction upon our company's and our subsidiaries' employees, customers, and
suppliers and upon communities in which ReliaStar and its subsidiaries are
located or do business.
We have entered into agreements with a number of our executive employees
for specified financial arrangements that we will provide upon termination of
employment under certain circumstances following a change in control of
ReliaStar. In addition, certain retirement and other employee-benefit
arrangements provide for accelerated vesting of benefits and allocation to
participants of surplus retirement plan benefits upon a change in control of
ReliaStar.
The foregoing provisions and agreements could have the effect of
discouraging, delaying, or preventing a tender or exchange offer, proxy contest,
or other attempt to gain control of or change ReliaStar's management.
Limitation on Certain Liability of Directors and Indemnification
Our certificate of incorporation and by-laws contain provisions limiting
the liability of directors for monetary damages to ReliaStar and its
shareholders for breach of fiduciary duty of care and authorizing the
indemnification of directors, officers, and employees to the fullest extent
permitted by Delaware law. We maintain directors' and officers' liability
insurance policies.
Transfer Agent
The Transfer Agent for our common stock is Norwest Bank Minnesota,
National Association.
DESCRIPTION OF DEPOSITARY SHARES
This section describes the general terms of the Depositary Shares (as
defined below). The prospectus supplement will describe the specific terms of
the Depositary Shares offered by that prospectus supplement and any general
terms outlined in this section that will not apply to those Depositary Shares.
We have summarized certain terms and provisions of the deposit
agreement, the Depositary Shares, and the Depositary Receipts (as defined below)
in this section. The summary is not complete. We have also filed the form of
deposit agreement, including the form of Depositary Receipt, as an exhibit to
the registration statement. You should review the forms of these documents for
additional information before you buy any Depositary Shares.
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General
We may offer fractional interests in preferred stock, rather than full
shares of preferred stock. If we do, we will provide for the issuance by a
Depositary (as defined below) to the public of receipts for depositary shares
("Depositary Shares"), each of which will represent a fractional interest in a
share of a particular series of preferred stock.
The shares of any series of preferred stock underlying the Depositary
Shares will be deposited under a separate deposit agreement between us and a
bank or trust company having its principal office in the United States and
having a combined capital and surplus of at least $50 million (the
"Depositary"). We will name the Depositary in the applicable prospectus
supplement. Subject to the terms of the deposit agreement, each owner of a
Depositary Share will have a fractional interest in all the rights and
preferences of the preferred stock underlying the Depositary Share. Those rights
include any dividend, voting, redemption, conversion, and liquidation rights.
The Depositary Shares will be evidenced by depositary receipts issued
under the deposit agreement (the "Depositary Receipts"). If you purchase
fractional interests in shares of the related series of preferred stock, you
will receive Depositary Receipts as described in the applicable prospectus
supplement. While the final Depositary Receipts are being prepared, we may order
the Depositary to issue temporary Depositary Receipts substantially identical to
the final Depositary Receipts although not in final form. The holders of the
temporary Depositary Receipts will be entitled to the same rights as if they
held the Depositary Receipts in final form. Holders of the temporary Depositary
Receipts can exchange them for the final Depositary Receipts at our expense.
If you surrender Depositary Receipts at the principal office of the
Depositary (unless the related Depositary Shares have previously been called for
redemption), you are entitled to receive at that office the number of shares of
preferred stock and any money or other property represented by those Depositary
Shares. We will not issue partial shares of preferred stock. If you deliver
Depositary Receipts evidencing a number of Depositary Shares that represent more
than a whole number of shares of preferred stock, the Depositary will issue you
a new Depositary Receipt evidencing such excess number of Depositary Shares at
the same time that the preferred stock is withdrawn. Holders of shares of
preferred stock received in exchange for Depositary Shares will no longer be
entitled to deposit those shares under the deposit agreement or to receive
Depositary Shares in exchange for preferred stock.
Dividends and Other Distributions
The Depositary will distribute all cash dividends or other cash
distributions received with respect to the preferred stock to the record holders
of Depositary Shares representing the preferred stock in proportion to the
numbers of Depositary Shares owned by the holders on the relevant record date.
The Depositary will distribute only the amount that can be distributed without
attributing to any holder of Depositary Shares a fraction of one cent. The
balance not distributed will be added to and treated as part of the next sum
received by the Depositary for distribution to record holders of Depositary
Shares.
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If there is a distribution other than in cash, the Depositary will
distribute property to the holders of Depositary Shares, unless the Depositary
determines that it is not feasible to make such a distribution. If this occurs,
the Depositary may, with our approval, sell the property and distribute the net
proceeds from the sale to the holders of Depositary Shares.
The deposit agreement will also contain provisions relating to how any
subscription or similar rights offered by us to holders of the preferred stock
will be made available to the holders of Depositary Shares.
Conversion and Exchange
If any series of preferred stock underlying the Depositary Shares is
subject to conversion or exchange, the applicable prospectus supplement will
describe the rights or obligations of each record holder of Depositary Receipts
to convert or exchange the Depositary Shares.
Redemption of Depositary Shares
If the series of the preferred stock underlying the Depositary Shares is
subject to redemption, the Depositary Shares will be redeemed from the
redemption proceeds, in whole or in part, of the series of the preferred stock
held by the Depositary. The Depositary will mail notice of redemption between 30
and 60 days before the date fixed for redemption to the record holders of the
Depositary Shares to be redeemed at their addresses appearing in the
Depositary's records. The redemption price per Depositary Share will bear the
same relationship to the redemption price per share of preferred stock that the
Depositary Share bears to the underlying preferred stock. Whenever we redeem
preferred stock held by the Depositary, the Depositary will redeem, as of the
same redemption date, the number of Depositary Shares representing the preferred
stock redeemed. If less than all the Depositary Shares are to be redeemed, the
Depositary Shares to be redeemed will be selected by lot or pro rata, as
determined by the Depositary.
After the date fixed for redemption, the Depositary Shares called for
redemption will no longer be outstanding. When the Depositary Shares are no
longer outstanding, all rights of the holders will cease, except the right to
receive money or other property that the holders of the Depositary Shares were
entitled to receive upon redemption. Such payments will be made when holders
surrender their Depositary Receipts to the Depositary.
Voting Underlying Preferred Stock
Upon receipt of notice of any meeting at which the holders of the
preferred stock are entitled to vote, the Depositary will mail information about
the meeting contained in the notice to the record holders of the Depositary
Shares relating to the preferred stock. Each record holder of the Depositary
Shares on the record date (which will be the same date as the record date for
the preferred stock) will be entitled to instruct the Depositary as to how the
preferred stock underlying the holder's Depositary Shares should be voted.
The Depositary will try, if practicable, to vote the number of shares of
preferred stock underlying the Depositary Shares according to the instructions
received. We will agree to take all action requested by and deemed necessary by
the Depositary in order to enable the Depositary
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to vote the preferred stock in that manner. The Depositary will not vote any
preferred stock for which it does not receive specific instructions from the
holders of the Depositary Shares relating to the preferred stock.
Taxation
Owners of Depositary Shares will be treated for federal income tax
purposes as if they were owners of the preferred stock represented by the
Depositary Shares. Accordingly, for federal income tax purposes they will have
the income and deductions to which they would be entitled if they were holders
of the preferred stock. In addition:
* no gain or loss will be recognized for federal income tax purposes
upon the withdrawal of preferred stock in exchange for Depositary
Shares as provided in the deposit agreement;
* the tax basis of the preferred stock to an exchanging owner of
Depositary Shares will, upon the exchange, be the same as the
aggregate tax basis of the Depositary Shares exchanged for the
preferred stock; and
* the holding period for the preferred stock, in the hands of an
exchanging owner of Depositary Shares who held the Depositary Shares
as a capital asset at the time of the exchange, will include the
period that the owner held those Depositary Shares.
Amendment and Termination of the Deposit Agreement
The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the deposit agreement may be amended by agreement between us and
the Depositary at any time. However, any amendment that materially and adversely
alters the rights of the existing holders of Depositary Shares will not be
effective unless approved by the record holders of at least a majority of the
Depositary Shares then outstanding. The deposit agreement may be terminated by
us or the Depositary only if:
* all outstanding Depositary Shares relating to the deposit agreement
have been redeemed; or
* there has been a final distribution on the preferred stock of the
relevant series in connection with our liquidation, dissolution, or
winding up of our business and the distribution has been distributed
to the holders of the related Depositary Shares.
Charges of Depositary
We will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. We will pay
associated charges of the Depositary for the initial deposit of the preferred
stock and any redemption of the preferred stock. Holders of Depositary Shares
will pay transfer and other taxes and governmental charges and any other charges
that are stated to be their responsibility in the deposit agreement.
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Miscellaneous
We will forward to the Depositary, for distribution to the holders of
Depositary Shares, all reports and communications that we must furnish to the
holders of the preferred stock.
Neither the Depositary nor we will be liable if the Depositary is
prevented or delayed by law or any circumstance beyond its control in performing
its obligations under the deposit agreement. Our obligations and the
Depositary's obligations under the deposit agreement will be limited to
performance in good faith of duties set forth in the deposit agreement. Neither
the Depositary nor we will be obligated to prosecute or defend any legal
proceeding connected with any Depositary Shares or preferred stock unless
satisfactory indemnity is furnished to us, the Depositary, or both. We and the
Depositary may rely upon written advice of counsel or accountants, or
information provided by persons presenting preferred stock for deposit, holders
of Depositary Shares, or other persons believed to be competent and on documents
believed to be genuine.
Resignation and Removal of Depositary
The Depositary may resign at any time by delivering notice to us. We may
also remove the Depositary at any time. Resignations or removals will take
effect upon the appointment of a successor depositary and its acceptance of the
appointment. The successor depositary must be appointed within 60 days after
delivery of the notice of resignation or removal and must be a bank or trust
company having its principal office in the United States and having a combined
capital and surplus of at least $50 million.
DESCRIPTION OF SECURITIES WARRANTS
This section describes the general terms and provisions of the
Securities Warrants (as defined below). The prospectus supplement will describe
the specific terms of the Securities Warrants offered through that prospectus
supplement and any general terms outlined in this section that will not apply to
those Securities Warrants.
We may issue warrants for the purchase of senior debt securities,
subordinated debt securities, junior subordinated debt securities, preferred
stock, depositary shares, or common stock (the "Securities Warrants").
Securities Warrants may be issued alone or together with other securities
offered by any prospectus supplement and may be attached to or separate from
those securities. Each series of Securities Warrants will be issued under a
separate securities warrant agreement between us and a bank or trust company, as
warrant agent, which will be described in the applicable prospectus supplement.
The warrant agent will act solely as our agent in connection with the Securities
Warrants and will not act as an agent or trustee for any holders of Securities
Warrants.
We have summarized certain terms of the forms of securities warrant
agreements and Securities Warrants in this section. The summary is not complete.
We have also filed the forms of securities warrant agreements and the
certificates representing the Securities Warrants as exhibits to the
registration statement. You should review the applicable forms of these
documents for additional information before you buy any Securities Warrants.
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General
If we offer Securities Warrants, the applicable prospectus supplement
will describe their terms. If Securities Warrants for the purchase of Debt
Securities are offered, the applicable prospectus supplement will describe the
terms of the Securities Warrants, including the following, if applicable:
* the offering price;
* the currencies in which the Securities Warrants are being offered;
* the designation, aggregate principal amount, currencies,
denominations, and terms of the series of the Debt Securities that
can be purchased if a holder exercises the Securities Warrants;
* the designation and terms of any series of Debt Securities,
preferred stock, or Depositary Shares with which the Securities
Warrants are being offered and the number of Securities Warrants
offered with each other security;
* the date on and after which the holder of the Securities Warrants
may transfer them separately from the related security;
* the principal amount of the series of related securities that may be
purchased if a holder exercises the Securities Warrant and the price
at which and currencies in which that principal amount may be
purchased upon exercise;
* the date on which the right to exercise the Securities Warrants
begins and the date on which it expires;
* United States federal income tax consequences; and
* any other terms of the Securities Warrants.
Securities Warrants for the purchase of Debt Securities will be in registered
form only.
If Securities Warrants for the purchase of preferred stock, Depositary
Shares, or common stock are offered, the applicable prospectus supplement will
describe the terms of the Securities Warrants, including the following, where
applicable:
* the offering price;
* the total number of shares that can be purchased if a holder of the
Securities Warrants exercises them and, in the case of Securities
Warrants for preferred stock or Depositary Shares, the designation,
total number, and terms of the series of preferred stock that can be
purchased upon exercise or that are underlying the Depositary Shares
that can be purchased upon exercise;
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* the designation and terms of the series of related securities with
which the Securities Warrants are being offered and the number of
Securities Warrants being offered with each related security;
* the date on and after which the holder of such Securities Warrants
can transfer them separately from the related securities;
* the number of shares of related securities that may be purchased if
a holder exercises the Securities Warrant and the price at which the
related securities may be purchased upon each exercise;
* the date on which the right to exercise the Securities Warrants
begins and the date on which it expires;
* United States federal income tax consequences; and
* any other terms of the Securities Warrants.
Securities Warrants for the purchase of preferred stock, Depositary Shares, or
common stock will be in registered form only.
Until any Securities Warrants to purchase Debt Securities are exercised,
the holder of those Securities Warrants will not have any of the rights of
holders of the Debt Securities that can be purchased upon exercise, including
any right to receive payments of principal, premium, or interest on the
underlying Debt Securities or to enforce covenants in the applicable indenture.
Until any Securities Warrants to purchase preferred stock, Depositary Shares, or
common stock are exercised, holders of those Securities Warrants will not have
any rights of holders of the underlying preferred stock, Depositary Shares, or
common stock, including any right to receive dividends or to exercise any voting
rights.
Exercise of Securities Warrants
Each holder of a Securities Warrant is entitled to purchase the
principal amount of Debt Securities or the number of shares of preferred stock,
Depositary Shares, or shares of common stock, as the case may be, at the
exercise price described in the applicable prospectus supplement. After the
close of business on the day when the right to exercise terminates (or a later
date if we extend the time for exercise), unexercised Securities Warrants will
become void.
A holder of Securities Warrants may exercise them by following the
general procedure outlined below:
* delivering to the warrant agent the payment required by the
applicable prospectus supplement to purchase the underlying
security;
* properly completing and signing the reverse side of the certificate
representing the Securities Warrants; and
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* delivering the certificate representing the Securities Warrants to
the warrant agent within three business days of the warrant agent
receiving payment of the exercise price.
If you comply with the procedures described above, your Securities
Warrants will be considered to have been exercised when the warrant agent
receives payment of the exercise price. After you have completed those
procedures, we will, as soon as practicable, issue and deliver to you the Debt
Securities, preferred stock, Depositary Shares, or common stock that you
purchased upon exercise. If you exercise fewer than all of the Securities
Warrants represented by a Securities Warrant certificate, a new Securities
Warrant certificate will be issued to you by the warrant agent for the
unexercised amount of the Securities Warrants. Holders of Securities Warrants
will be required to pay any tax or governmental charge that may be imposed in
connection with transferring the underlying securities in connection with the
exercise of the Securities Warrants.
Amendments to Securities Warrant Agreements
We may amend a securities warrant agreement without the consent of the
holders of the applicable Securities Warrants if the changes are not
inconsistent with the provisions of the Securities Warrants and do not
materially adversely affect the interests of the holders of the Securities
Warrants. We, along with the warrant agent, may also amend a securities warrant
agreement and the terms of the Securities Warrants if a majority of the
then-outstanding unexercised Securities Warrants affected by the amendment
consent. However, no amendment that accelerates the expiration date, increases
the exercise price, reduces the majority-consent requirement for any such
modification or amendment, or otherwise materially adversely affects the rights
of the holders of the Securities Warrants may be made without the consent of
each holder affected by the modification or amendment.
Common Stock Warrant Adjustments
Unless the applicable prospectus supplement states otherwise, the
exercise price of, and the number of shares of common stock covered by, a
warrant for common stock will be adjusted in the manner set forth in the
applicable prospectus supplement if certain events occur, including:
* if we issue capital stock as a dividend or distribution on the
common stock;
* if we subdivide, reclassify, or combine the common stock;
* if we issue rights or warrants to all holders of common stock
entitling them (for a period expiring 45 days after the date fixed
for determining the shareholders entitled to receive those rights or
warrants) to purchase common stock at less than the current market
price (as defined in the applicable securities warrant agreement);
or
* if we distribute to all holders of common stock evidences of our
indebtedness or our assets (excluding certain cash dividends and
distributions described below) or rights or warrants (excluding
those referred to above).
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Except as stated above, the exercise price and number of shares of
common stock covered by a common stock warrant will not be adjusted if we issue
common stock or any securities convertible into or exchangeable for common
stock, or securities carrying the right to purchase common stock or securities
convertible into or exchangeable for common stock.
Holders of common stock warrants may have additional rights under the
following circumstances:
* a reclassification or change of the common stock;
* a consolidation or merger involving our company; or
* a sale or conveyance to another corporation of all or substantially
all of our property and assets.
If one of the above transactions occurs and holders of our common stock are
entitled to receive stock, securities, or other property or assets (including
cash) with respect to or in exchange for common stock, the holders of the common
stock warrants then outstanding will be entitled to receive upon exercise of
their common stock warrants the kind and amount of shares of stock and other
securities or property that they would have received upon the reclassification,
change, consolidation, merger, sale, or conveyance if they had exercised their
common stock warrants immediately before the transaction.
PLAN OF DISTRIBUTION
The securities offered pursuant to this prospectus may be sold through
agents, through underwriters or dealers, or directly to one or more purchasers.
Underwriters, dealers, and agents that participate in the distribution
of the securities offered by this prospectus may be "underwriters" as defined in
the Securities Act of 1933, and any discounts or commissions received by them
from us and any profit on the resale of the offered securities by them may be
treated as underwriting discounts and commissions under the Securities Act.
Underwriters or agents will be identified and their compensation (including
underwriting discount) will be described in the applicable prospectus
supplement. The prospectus supplement will also describe other terms of the
offering, including any discounts or concessions allowed or reallowed or paid to
dealers and any securities exchanges on which the offered securities may be
listed.
The distribution of the securities offered by this prospectus may occur
from time to time in one or more transactions at a fixed price, which may be
changed, at market prices prevailing at the time of sale, at prices related to
prevailing market prices, or at negotiated prices.
If the applicable prospectus supplement so indicates, we will authorize
dealers or our agents to solicit offers by certain institutions to purchase
offered securities from us pursuant to contracts that provide for payment and
delivery on a future date. We must approve all institutions, but they may
include, among others:
* commercial and savings banks;
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* insurance companies;
* pension funds;
* investment companies; and
* educational and charitable institutions.
The institutional purchaser's obligations under the contract are only subject to
the condition that the purchase of the offered securities at the time of
delivery is allowed by the laws that govern the purchaser. The dealers and our
agents will not be responsible for the validity or performance of the contracts.
We may have agreements with the underwriters, dealers, and agents to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act, or to contribute with respect to payments that the
underwriters, dealers, or agents may be required to make as a result of those
civil liabilities.
When we or a Trust issues the securities offered by this prospectus
(except for shares of common stock), they may be new securities without an
established trading market. If we or a Trust sells a security offered by this
prospectus to an underwriter for public offering and sale, the underwriter may
make a market for that security, but the underwriter will not be obligated to do
so and could discontinue any market-making without notice at any time.
Therefore, we cannot give any assurances to you concerning the liquidity of any
such security offered by this prospectus.
Underwriters and agents and their affiliates may be customers of, engage
in transactions with, or perform services for us or our subsidiaries in the
ordinary course of their businesses.
VALIDITY OF SECURITIES
The validity of the Debt Securities, preferred stock, common stock,
Depository Shares, and Securities Warrants will be passed upon for us by Faegre
& Benson LLP, Minneapolis, Minnesota. Certain matters of Delaware law relating
to the validity of the preferred securities will be passed upon for the
applicable Trust by special Delaware counsel to the Trust. Any underwriters will
be represented by their own legal counsel.
EXPERTS
The consolidated financial statements of ReliaStar and related financial
statement schedules as of December 31, 1997 and 1996 and for each of the three
years in the period ended December 31, 1997, incorporated by reference into this
prospectus from our Annual Report on Form 10-K for the year ended December 31,
1997, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports, which are incorporated in this prospectus by reference,
and have been so incorporated in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.
37
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an estimate, subject to future contingencies, of the
expenses to be incurred by the Registrants in connection with the issuance and
distribution of the securities being registered:
Registration fee.................................. $139,000
Listing fees...................................... 56,000
Legal services and expenses....................... 60,000
Trustee and depositary services and expenses...... 40,000
Accounting services and expenses.................. 50,000
Printing fees..................................... 75,000
Rating agency fees................................ 75,000
Miscellaneous..................................... 30,000
-------
Total........................................... $525,000
Item 15. Indemnification of Directors and Officers
Reference is made to Section 145 of the Delaware General Corporation
Law, which provides for indemnification of directors and officers in certain
circumstances.
Article VIII of ReliaStar's By-Laws provides for broad indemnification
of its directors and officers. See Exhibit 4(b) hereto.
ReliaStar also maintains director and officer liability insurance
policies.
In addition, Section 7 of Article Sixth of ReliaStar'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.
The Declaration of each Trust provides that no trustee, affiliate of any
trustee, or any officers, directors, shareholders, members, partners, employees,
representatives, or agents of any trustee, or any employee or agent of a Trust
or its affiliates (an "Indemnified Person") shall be liable, responsible or
accountable in damages or otherwise to the Trust or any employee or agent of the
Trust or its affiliates for any loss, damage, or claim incurred by reason of any
act or omission performed or omitted by such Indemnified Person in good faith on
behalf of the Trust and in a manner such Indemnified Person reasonably believed
to be within the scope of the authority conferred on such Indemnified Person by
the Declaration or by law, except that an Indemnified Person shall be liable for
any such loss, damage, or claim incurred by reason of such Indemnified Person's
gross negligence (or, in the case of the Property Trustee, negligence) or
willful misconduct with respect to such acts or omissions.
II-1
<PAGE>
The Declaration also provides that to the fullest extent permitted by
applicable law, ReliaStar shall indemnify and hold harmless each Indemnified
Person from and against any loss, damage, or claim incurred by such Indemnified
Person by reason of any act or omission performed or omitted by such Indemnified
Person in good faith on behalf of the Trust and in a manner such Indemnified
Person reasonably believed to be within the scope of authority conferred on such
Indemnified Person by the Declaration, except that no Indemnified Person shall
be entitled to be indemnified in respect of any loss, damage or claim incurred
by such Indemnified Person by reason of gross negligence (or, in the case of the
Property Trustee, negligence) or willful misconduct with respect to such acts or
omissions. The Declaration further provides that, to the fullest extent
permitted by applicable, law, expenses (including legal fees) incurred by an
Indemnified Person in defending any claim, demand, action, suit, or proceeding
shall, from time to time, be advanced by the Trust before the final disposition
of such claim, demand, action, suit or proceeding upon receipt by or an
undertaking by or on behalf of the Indemnified Person to repay such amount if it
shall be determined that the Indemnified Person is not entitled to be
indemnified for the underlying cause of action as authorized by the Declaration.
Item 16. Exhibits
Exhibit
Number
------
1(a) Form of Underwriting Agreement for Debt Securities (incorporated
by reference to Exhibit 1(a)(i) to ReliaStar's Registration
Statement on Form S-3, Registration No. 33-87588).
1(b) Form of Underwriting Agreement for Preferred Stock and Depositary
Shares (incorporated by reference to Exhibit 1 to ReliaStar's
Registration Statement on Form S-3, Registration No. 33-39960).
1(c) Form of Underwriting Agreement for Preferred Securities
(incorporated by reference to Exhibit 1(c) to ReliaStar's Current
Report on Form 8-K, dated March 29, 1996).
4(a) Certificate of Incorporation, as amended, of ReliaStar
(incorporated by reference to Exhibit 4(a) to ReliaStar's
Registration Statement on Form S-8, Registration No. 333-42125).
4(b) By-Laws, as amended, of ReliaStar (incorporated by reference to
Exhibit 3 to ReliaStar's Annual Report on Form 10-K for the year
ended December 31, 1990).
4(c) Surplus Note (incorporated by reference to Exhibit 4(e) to
ReliaStar's Registration Statement on Form S-3, Registration No.
33-87588).
4(d) Amended and Restated Rights Agreement dated as of February 11,
1999 between ReliaStar and Norwest Bank Minnesota, National
Association, as Rights Agent (incorporated by reference to
Exhibit 1 to Amendment on Form 8-A/A dated February 26, 1999).
4(e) Form of Senior Indenture (incorporated by reference to Exhibit
4(i) to ReliaStar's Registration Statement on Form S-3,
Registration No. 33-87588).
II-2
<PAGE>
4(f) Form of Senior Subordinated Indenture (incorporated by reference
to Exhibit 4(h) to ReliaStar's Registration Statement on Form
S-3, registration No. 333-26881).
4(g) Form of Junior Subordinated Indenture (incorporated by reference
to Exhibit 4(k) to ReliaStar's Current Report on Form 8-K dated
March 29, 1996).
4(h) Form of Certificate of Designations of Preferred Stock
(incorporated by reference to Exhibit 4(b) to ReliaStar's
Registration Statement on Form S-3, Registration No. 33-50310).
4(i) Form of Deposit Agreement, including form of Depositary Receipt
(incorporated by reference to Exhibit 4(d) to ReliaStar's
Registration Statement on Form S-3, Registration No. 33-39960).
4(j) Form of Debt Warrant Agreement, including form of Debt Warrant
Certificate (incorporated by reference to Exhibit 4(m) to
ReliaStar's Registration Statement on Form S-3, Registration No.
33-87588).
4(k) Form of Preferred Stock Warrant Agreement, including form of
Preferred Stock Warrant Certificate (incorporated by reference to
Exhibit 4(n) to ReliaStar's Registration Statement on Form S-3,
Registration No. 33-87588).
4(l) Form of Common Stock Warrant Agreement, including form of Common
Stock Warrant Certificate (incorporated by reference to Exhibit
4(o) to ReliaStar's Registration Statement on Form S-3,
Registration No. 33-87588).
4(m) Certificates of Trust (incorporated by reference to Exhibit 4(o)
to ReliaStar's Registration Statement on Form S-3, Registration
No. 333-26881).
4(n) Form of Declaration of Trust (incorporated by reference to
Exhibit 4(p) to ReliaStar's Registration Statement on Form S-3,
Registration No. 333-26881).
4(o) Form of Amended and Restated Declaration of Trust, including form
of Preferred Security (incorporated by reference to Exhibit 4(q)
to ReliaStar's Registration Statement on Form S-3, Registration
No. 333-26881).
4(p) Form of Supplemental Indenture to be used in connection with
issuance of Junior Subordinated Debt Securities and Preferred
Securities (incorporated by reference to Exhibit 4(r) to
ReliaStar's Registration Statement on Form S-3, Registration No.
333-26881).
4(q) Form of Guarantee with respect to Preferred Securities
(incorporated by reference to Exhibit 4(s) to ReliaStar's
Registration Statement on Form S-3, Registration No. 333-26881).
5 Opinion of Faegre & Benson LLP.
12 Calculations of ratios of earnings to fixed charges and ratios of
earnings to combined fixed charges and preferred stock dividends.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Faegre & Benson LLP (included in Exhibit 5).
24 Powers of Attorney of directors and officers of ReliaStar.
25(a) Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of ___________________________________, as trustee under
the Senior Indenture (to be filed by amendment or pursuant to a
Form 8-K).
25(b) Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of ___________________________________, as trustee under
the Senior Subordinated Indenture (to be filed by amendment or
pursuant to a Form 8-K).
II-3
<PAGE>
25(c) Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of ___________________________________, as trustee under
the Junior Subordinated Indenture (to be filed by amendment or
pursuant to a Form 8-K).
25(d) Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of ___________________________________, as trustee under
the Amended and Restated Declaration (to be filed by amendment or
pursuant to a Form 8-K).
25(e) Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of ___________________________________, as trustee under
the Preferred Securities Guarantee for the benefit of the holders
of Preferred Securities (to be filed by amendment or pursuant to
a Form 8-K).
Item 17. Undertakings.
The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement (i) to
include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933, (ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement, and (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that
paragraphs (1)(i) and (1)(ii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by ReliaStar pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, 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.
The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
ReliaStar's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the 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 be the
initial bona fide offering thereof.
II-4
<PAGE>
The undersigned Registrants hereby undertake to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the SEC under Section 305(b)(2) of that Act.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Registrants pursuant to the foregoing provisions, or otherwise, the
Registrants have been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrants of expenses incurred
or paid by a director, officer, or controlling person of the Registrants 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, each Registrant 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 whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The undersigned Registrants hereby undertake that:
(1) For purposes of determining any liability under the
Securities act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of
1933 shall be deemed to be part of this Registration Statement as of the
time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 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 February 26,
1999.
RELIASTAR FINANCIAL CORP.
By /s/ John G. Turner*
----------------------------------------------------
John G. Turner, Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the
undersigned Trusts certify that they have reasonable grounds to believe that
they meet all of the requirements for filing on Form S-3 and have 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
February 26, 1999.
RELIASTAR FINANCING III
RELIASTAR FINANCING IV
RELIASTAR FINANCING V
By /s/ Wayne R. Huneke*
-----------------------------
Wayne R. Huneke, Trustee
By /s/ Richard R. Crowl
-----------------------------
Richard R. Crowl, Trustee
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on February 26, 1999 by the following
persons in the capacities with ReliaStar Financial Corp. indicated:
<TABLE>
<CAPTION>
<S> <C>
/s/ John G. Turner* Chairman and Chief Executive Officer
- ---------------------------------- (Principal Executive Officer)
John G. Turner
/s/ James R. Miller* Senior Vice President, Chief Financial Officer and Treasurer
- ---------------------------------- (Principal Financial Officer)
James R. Miller
/s/ Chris D. Schreier* Vice President and Controller
- ---------------------------------- (Principal Accounting Officer)
Chris D. Schreier
</TABLE>
CAROLYN H. BALDWIN )
DAVID C. COX )
JOHN H. FLITTIE )
LUELLA GROSS GOLDBERG )
WILLIAM A. HODDER )
JAMES J. HOWARD III )
RANDY C. JAMES ) A majority of the Board of Directors*
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, hereby signs this document on
behalf off each of the above-named officers or directors of ReliaStar
Financial Corp. pursuant to powers of attorney duly executed by those persons.
/s/ Richard R. Crowl
-----------------------------------
Richard R. Crowl
Attorney-in-fact
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit Form of Filing
- ------ ---------------------- --------------
<S> <C> <C>
1(a) Form of Underwriting Agreement for Debt Securities
(incorporated by reference to Exhibit 1(a)(i) to
ReliaStar's Registration Statement on Form S-3,
Registration No. 33-87588)................................Incorporated by Reference
1(b) Form of Underwriting Agreement for Preferred Stock
and Depositary Shares (incorporated by reference to
Exhibit 1 to ReliaStar's Registration Statement on
Form S-3, Registration No. 33-39960)......................Incorporated by Reference
1(c) Form of Underwriting Agreement for Preferred
Securities (incorporated by reference to Exhibit
1(c) to ReliaStar's Current Report on Form 8-K,
dated March 29, 1996).....................................Incorporated by Reference
4(a) Certificate of Incorporation, as amended, of
ReliaStar (incorporated by reference to Exhibit 4(a)
to ReliaStar's Registration Statement on Form S-8,
Registration No. 333-42125)...............................Incorporated by Reference
4(b) By-Laws, as amended, of ReliaStar (incorporated by
reference to Exhibit 3 to ReliaStar's Annual Report
on Form 10-K for the year ended December 31, 1990)........Incorporated by Reference
4(c) Surplus Note (incorporated by reference to
Exhibit 4(e) to ReliaStar's Registration Statement
on Form S-3, Registration No. 33-87588)...................Incorporated by Reference
4(d) Amended and Restated Rights Agreement dated as of
February 11, 1999 between ReliaStar and Norwest Bank
Minnesota, National Association, as Rights Agent
(incorporated by reference to Exhibit 1 to Amendment
on Form 8-A/A dated February 26, 1999)....................Incorporated by Reference
4(e) Form of Senior Indenture (incorporated by reference
to Exhibit 4(i) to ReliaStar's Registration
Statement on Form S-3, Registration No. 33-87588).........Incorporated by Reference
4(f) Form of Senior Subordinated Indenture (incorporated by
reference to Exhibit 4(h) to ReliaStar's Registration
Statement on Form S-3, Registration No. 333-26881)........Incorporated by Reference
4(g) Form of Junior Subordinated Indenture (incorporated
by reference to Exhibit 4(k) to ReliaStar's Current
Report on Form 8-K dated March 29, 1996)..................Incorporated by Reference
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
4(h) Form of Certificate of Designations of Preferred
Stock (incorporated by reference to Exhibit 4(b) to
ReliaStar's Registration Statement on Form S-3,
Registration No. 33-50310)................................Incorporated by Reference
4(i) Form of Deposit Agreement, including form of Depositary
Receipt (incorporated by reference to Exhibit 4(d)
to ReliaStar's Registration Statement on Form S-3,
Registration No. 33-39960)................................Incorporated by Reference
4(j) Form of Debt Warrant Agreement, including form of Debt
Warrant Certificate (incorporated by reference to
Exhibit 4(m) to ReliaStar's Registration Statement
on Form S-3, Registration No. 33-87588)...................Incorporated by Reference
4(k) Form of Preferred Stock Warrant Agreement, including
form of Preferred Stock Warrant Certificate
(incorporated by reference to Exhibit 4(n) to
ReliaStar's Registration Statement on Form S-3,
Registration No. 33-87588)................................Incorporated by Reference
4(l) Form of Common Stock Warrant Agreement, including
form of Common Stock Warrant Certificate
(incorporated by reference to Exhibit 4(o) to
ReliaStar's Registration Statement on Form S-3,
Registration No. 33-87588)................................Incorporated by Reference
4(m) Certificates of Trust (incorporated by reference to
Exhibit 4(o) to ReliaStar's Registration Statement
on Form S-3, Registration No. 333-26881)..................Incorporated by Reference
4(n) Form of Declaration of Trust (incorporated by
reference to Exhibit 4(p) to ReliaStar's Registration
Statement on Form S-3, Registration No. 333-26881)........Incorporated by Reference
4(o) Form of Amended and Restated Declaration of Trust,
including form of Preferred Security (incorporated by
reference to Exhibit 4(q) to ReliaStar's Registration
Statement on Form S-3, Registration No. 333-26881)........Incorporated by Reference
4(p) Form of Supplemental Indenture to be used in
connection with issuance of Junior Subordinated Debt
Securities and Preferred Securities (incorporated by
reference to Exhibit 4(r) to ReliaStar's Registration
Statement on Form S-3, Registration No. 333-26881)........Incorporated by Reference
4(q) Form of Guarantee with respect to Preferred Securities
(incorporated by reference to Exhibit 4(s) to
ReliaStar's Registration Statement on Form S-3,
Registration No. 333-26881)...............................Incorporated by Reference
5 Opinion of Faegre & Benson LLP............................Filed Electronically
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
12 Calculations of ratios of earnings to fixed charges
and ratios of earnings to combined fixed charges and
preferred stock dividends.................................Filed Electronically
23(a) Consent of Deloitte & Touche LLP..........................Filed Electronically
23(b) Consent of Faegre & Benson LLP (included in
Exhibit 5)
24 Powers of Attorney of directors and officers of
ReliaStar.................................................Filed Electronically
25(a) Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of ______________________, as
trustee under the Senior Indenture (to be filed by
amendment or pursuant to a Form 8-K)
25(b) Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of ______________________, as
trustee under the Senior Subordinated Indenture (to
be filed by amendment or pursuant to a Form 8-K)
25(c) Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of ______________________, as
trustee under the Junior Subordinated Indenture (to
be filed by amendment or pursuant to a Form 8-K)
25(d) Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of _____________________, as
trustee under the Amended and Restated Declaration
(to be filed by amendment or pursuant to a Form 8-K)
25(e) Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of _____________________, as
trustee under the Preferred Securities Guarantee for
the benefit of the holders of Preferred Securities
(to be filed by amendment or pursuant to a Form 8-K)
</TABLE>
<PAGE>
Exhibit 5
[Letterhead of Faegre & Benson LLP]
March 3, 1999
ReliaStar Financial Corp.
20 Washington Avenue South
Minneapolis, Minnesota 55401
Ladies and Gentlemen:
We have acted as counsel to ReliaStar Financial Corp., a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 of the Company and ReliaStar Financing III,
ReliaStar Financing IV, and ReliaStar Financing V, dated the date hereof (the
"Registration Statement"), for the proposed registration under the Securities
Act of 1933, as amended (the "Securities Act"), of $500 million in aggregate
initial offering price of the following securities:
(A) unsecured debt securities of the Company consisting of
debentures, notes and/or other unsecured evidences of indebtedness,
which may be senior ("Senior Debt Securities"), senior subordinated
("Senior Subordinated Debt Securities"), or junior subordinated ("Junior
Subordinated Debt Securities" and, together with Senior Subordinated
Debt Securities, "Subordinated Debt Securities" and the Subordinated
Debt Securities together with the Senior Debt Securities, "Debt
Securities");
(B) warrants to purchase Debt Securities ("Debt Warrants");
(C) shares of preferred stock ("Preferred Stock") of the
Company, interests in which may be represented by depositary shares
("Depositary Shares");
(D) warrants to purchase shares of Preferred Stock or Depositary
Shares ("Preferred Stock Warrants"); and
(E) warrants to purchase shares of common stock, par value $.01
per share ("Common Stock"), of the Company ("Common Stock Warrants" and,
together with Debt Warrants and Preferred Stock Warrants, "Securities
Warrants") (Debt Securities, Preferred Stock, Depositary Shares and
Securities Warrants are sometimes referred to as "Securities").
Securities may be offered separately or as part of units with other
Securities, in series, in amounts, at prices, and on other terms set forth or to
be set forth in the Registration Statement and in the prospectus and in one or
more supplements to the prospectus (together, the "Prospectus") constituting a
part of the Registration Statement, and Securities may be convertible into
Common Stock or other Securities.
<PAGE>
ReliaStar Financial Corp.
March 3, 1999
Page 2
Senior Debt Securities are to be issued under one or more indentures in
the form filed as Exhibit 4(e) to the Registration Statement, with appropriate
changes and insertions ("Senior Indenture"), to be entered into by the Company
and a trustee or trustees to be named by the Company. Senior Subordinated Debt
Securities are to be issued under one or more indentures in the form filed as
Exhibit 4(f) to the Registration Statement, with appropriate changes and
insertions ("Senior Subordinated Indenture"), to be entered into by the Company
and a trustee or trustees to be named by the Company. Junior Subordinated Debt
Securities are to be issued under one or more indentures in the form filed as
Exhibit 4(g) to the Registration Statement, with appropriate changes and
insertions ("Junior Subordinated Indenture," and together with the Senior
Subordinated Indenture, the "Subordinated Indentures"), to be entered into by
the Company and a trustee or trustees to be named by the Company.
Each series of Preferred Stock is to be issued under the Certificate of
Incorporation, as amended (the "Certificate of Incorporation"), of the Company
and a certificate of designations ("Certificate of Designations") to be approved
by the Board of Directors of the Company (the "Board"), or a duly authorized
committee thereof, and filed with the Delaware Secretary of State (the
"Secretary of State") in accordance with the Delaware General Corporation Law
(the "Delaware Law"). Common Stock issuable in exchange for or on conversion of
any Securities is to be issued under the Certificate of Incorporation.
Depositary Shares are to be issued under a deposit agreement in the form
filed as Exhibit 4(i) to the Registration Statement, with appropriate changes
and insertions ("Deposit Agreement"), to be entered into by the Company and a
depositary or depositaries to be named by the Company.
Securities Warrants are to be issued under warrant agreements in the
forms filed as Exhibits 4(j), 4(k), and 4(l) to the Registration Statement, with
appropriate changes and insertions (respectively, a "Debt Warrant Agreement," a
"Preferred Stock Warrant Agreement," and a "Common Stock Warrant Agreement," and
each a "Warrant Agreement"), to be entered into by the Company and a warrant
agent or agents to be named by the Company.
Certain terms of Securities to be issued by the Company from time to
time will be approved by the Board, or a duly authorized committee thereof, or a
duly authorized officer of the Company, as part of the corporate action taken
and to be taken (the "Corporate Proceedings") in connection with the issuance of
Securities.
We have reviewed such corporate records and other documents relating to
the Securities, including the Registration Statement, and have reviewed such
matters of law as we have deemed necessary for this opinion, and we advise you
that in our opinion:
1. Upon the execution and delivery of a Senior Indenture or a
Subordinated Indenture, as the case may be, by the Company and the trustee or
trustees thereunder (the "Trustee"), and, in the case of Debt Warrants, upon
execution and delivery of a Debt Warrant Agreement by the Company and the
warrant agent or agents thereunder (the "Debt Agent"), when Senior Debt
Securities, Subordinated Debt Securities, or Debt Warrants, as the case may be,
of a particular series have been duly authorized by the Board, or a duly
authorized committee
<PAGE>
ReliaStar Financial Corp.
March 3, 1999
Page 3
thereof, or a duly authorized officer of the Company, all necessary Corporate
Proceedings will have been taken to authorize the issuance and sale of Debt
Securities or Debt Warrants of such series, and when Debt Securities or Debt
Warrants of such series are issued and sold as contemplated in the Registration
Statement, including a prospectus supplement relating to Debt Securities or Debt
Warrants of such series, and duly executed by proper officers of the Company and
duly authenticated by or on behalf of the Trustee or duly countersigned by or on
behalf of the Debt Agent, as the case may be, such Debt Securities or Debt
Warrants will be legally issued, valid and binding obligations of the Company
entitled to the benefits of the applicable Indenture and, in the case of Debt
Warrants, the Debt Warrant Agreement.
2. Upon designation by the Board, or a duly authorized committee
thereof, of the preferences and relative, participating, optional, or other
special rights, and qualifications, limitations, or restrictions thereto, of
shares of Preferred Stock of a particular series, and, thereafter, upon proper
filing under the Delaware Law with the Secretary of State of a Certificate of
Designations relating to Preferred Stock of such series, all necessary Corporate
Proceedings will have been taken to authorize the issuance and sale of shares of
Preferred Stock of such series, and when such shares are issued and sold as
contemplated in the Registration Statement, including a prospectus supplement
relating to Preferred Stock of such series, such shares will be legally and
validly issued, fully paid, and nonassessable.
3. Upon the execution and delivery of a Deposit Agreement by the Company
and the depositary or depositaries thereunder (the "Depositary"), when
Depositary Shares of a particular series have been duly authorized by the Board,
or a duly authorized committee thereof, or a duly authorized officer of the
Company, all necessary Corporate Proceedings will have been taken to authorize
the issuance and sale of Depositary Shares of such series, and when Depositary
Shares of such series are issued and sold as contemplated in the Registration
Statement, including a prospectus supplement relating to Depositary Shares of
such series, Depositary Receipts evidencing Depositary Shares of such series
have been duly executed and delivered by or on behalf of the Depositary and, if
required by any securities exchange on which Depositary Shares of such series
may be listed, duly countersigned by or on behalf of a registrar, and shares of
Preferred Stock of the applicable series have been duly deposited with the
Depositary under the Deposit Agreement, such Depositary Shares will be legally
issued, valid and binding obligations of the Company entitled to the benefits of
the Deposit Agreement.
4. Upon the execution and delivery of a Preferred Stock Warrant
Agreement, with respect to Preferred Stock or Depositary Shares, or a Common
Stock Warrant Agreement, with respect to Common Stock, by the Company and the
warrant agent or agents thereunder (the "Stock Agent"), when Preferred Stock
Warrants or Common Stock Warrants, as the case may be, of a particular series
have been duly authorized by the Board, or a duly authorized committee thereof,
or a duly authorized officer of the Company, all necessary Corporate Proceedings
will have been taken to authorize the issue and sale of Warrants of such series,
and when Warrants of such series are issued and sold as contemplated in the
Registration Statement, including a prospectus supplement relating to Warrants
of such series, and duly executed by proper officers of the Company and duly
countersigned by or on behalf of the Stock Agent, such Warrants will be legally
issued, valid and binding obligations of the Company entitled to the benefits of
the
<PAGE>
ReliaStar Financial Corp.
March 3, 1999
Page 4
Preferred Stock Warrant Agreement or the Common Stock Warrant Agreement, as the
case may be.
5. If Debt Securities, Preferred Stock, or Depositary Shares are
exchangeable for or convertible into shares of Preferred Stock, Depositary
Shares or shares of Common Stock, when such shares of Preferred Stock,
Depositary Shares, or shares of Common Stock have been duly issued in exchange
for or upon conversion of such Debt Securities, Preferred Stock, or Depositary
Shares, as the case may be, in accordance with the terms of the applicable
Indenture, Certificate of Designations, Deposit Agreement, or other instrument
fixing the terms of such exchange or conversion duly authorized by the Board, or
a duly authorized committee thereof, or a duly authorized officer of the
Company, such shares of Preferred Stock or Common Stock, as the case may be,
will be legally issued, fully paid, and nonassessable and, in the case of shares
of Common Stock, with Rights to purchase Preferred Stock, as referred to in the
Registration Statement, attached thereto, and such Depositary Shares will be
legally issued, valid and binding obligations of the Company entitled to the
benefits of the Deposit Agreement or such other instrument.
For purposes of the opinions expressed above in paragraphs 1 through 5,
we have assumed that (a) the Registration Statement has become effective under
the Securities Act and remains so effective during the offer and sale of the
particular Securities; (b) the applicable indenture, if any, pursuant to which
the Securities are issued has been qualified under the Trust Indenture Act of
1939, as amended; (c) the sales of all Securities are within the aggregate
dollar limitation set forth in the first paragraph hereof; and (d) the terms of
any Securities have been duly established so as not to violate any applicable
law or result in a default under or breach of any agreement or instrument
binding upon the Company and so as to comply with any requirement or restriction
imposed by any court or governmental authority having jurisdiction over the
Company.
Further, we note that a judgment for money in an action based on a debt
security denominated in a foreign currency, currency unit, or composite currency
in a federal or state court in the United States ordinarily would be enforced in
the United States only in United States dollars. The date used to determine the
rate of conversion of the foreign currency, currency unit, or composite currency
in which a particular debt security is denominated into United States dollars
will depend upon various factors, including which court renders the judgment.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm wherever appearing therein,
including the Prospectus.
Very truly yours,
/s/ Faegre & Benson LLP
FAEGRE & BENSON LLP
<PAGE>
Exhibit 12
<TABLE>
<CAPTION>
Nine Months
Ended
September 30, Year Ended December 31,
------------- ----------------------------------------------------------
(In millions, except ratios) 1998 1997 1996 1995 1994 1993
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Earnings:
Income from Continuing Operations
before income taxes,
extraordinary charges and
accounting changes ............... $320.2 $338.8 $293.2 $256.9 $160.0 $127.1
Add:
Fixed Charges ....................... 38.7 42.0 30.9 24.2 11.9 18.5
Adjustment for Less than 50%
owned Persons .................... (2.4) (2.2) (2.9) (1.8) 1.2 3.9
Amortization of previously
capitalized interest ............. 0.1 0.2 0.2 0.2 0.2 0.2
------ ------ ------ ------ ------ ------
Adjusted Earnings ................... $356.6 $378.8 $321.4 $279.5 $173.3 $149.7
====== ====== ====== ====== ====== ======
Fixed Charges:
Interest on indebtedness, expensed or
capitalized ...................... $ 35.0 $ 38.4 $ 27.3 $ 20.6 $ 9.2 $ 15.7
Amortization of debt expense and
discount or premium on
indebtedness, expensed or
capitalized....................... 0.0 0.0 0.0 0.0 0.0 0.1
Portion of rents deemed
representative of interest (a) ... 3.7 3.6 3.6 3.6 2.7 2.7
------ ------ ------ ------ ------ ------
Total Fixed Charges ................. 38.7 42.0 30.9 24.2 11.9 18.5
Pre-tax earnings required to cover
Preferred Stock Dividends ........ 0.0 0.0 4.9 9.7 9.8 9.9
------ ------ ------ ------ ------ ------
Combined Fixed Charges and
Preferred Stock Dividends ........ $ 38.7 $ 42.0 $ 35.8 $ 33.9 $ 21.7 $ 28.4
====== ====== ====== ====== ====== ======
Ratio of Earnings to Fixed Charges .. 9.2 9.0 10.4 11.6 14.6 8.1
Ratio of Earnings to Combined Fixed
Charges and Preferred Stock
Dividends ........................ 9.2 9.0 9.0 8.2 8.0 5.3
</TABLE>
(a) Generally deemed to be one-third of net rental expenses.
ReliaStar has guaranteed the repayment of loans, totaling $28.8 million as of
December 31, 1998, of certain real estate joint ventures in which it is a
partner. The amount of interest expense incurred related to these guarantees
would not have a significant effect on the ratios.
<PAGE>
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
ReliaStar Financial Corp. and subsidiaries on Form S-3 of our reports dated
February 3, 1998 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, 1997 and to the reference to us under the heading "Experts"
in the Prospectus, which is part of the Registration Statement.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
February 25, 1999
<PAGE>
Exhibit 24
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, does hereby make, constitute and appoint John G. Turner,
John H. Flittie, James R. Miller 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 such director and/or officer
of said Company to a Registration Statement or Registration Statements, on Form
S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Company with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of Debt Securities, shares of Preferred
Stock, Depositary Shares, Warrants, shares of Common Stock, Preferred Securities
or other securities proposed to be issued or sold by said Company and/or
ReliaStar Financing III, IV or V, and to file the same with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and 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 11th day of February, 1999.
/s/ Carolyn H. Baldwin
-------------------------------------
Carolyn H. Baldwin
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, does hereby make, constitute and appoint John G. Turner,
John H. Flittie, James R. Miller 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 such director and/or officer
of said Company to a Registration Statement or Registration Statements, on Form
S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Company with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of Debt Securities, shares of Preferred
Stock, Depositary Shares, Warrants, shares of Common Stock, Preferred Securities
or other securities proposed to be issued or sold by said Company and/or
ReliaStar Financing III, IV or V, and to file the same with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and 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 11th day of February, 1999.
/s/ David C. Cox
-------------------------------------
David C. Cox
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, does hereby make, constitute and appoint John G. Turner,
John H. Flittie, James R. Miller 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 such director and/or officer
of said Company to a Registration Statement or Registration Statements, on Form
S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Company with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of Debt Securities, shares of Preferred
Stock, Depositary Shares, Warrants, shares of Common Stock, Preferred Securities
or other securities proposed to be issued or sold by said Company and/or
ReliaStar Financing III, IV or V, and to file the same with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and 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 11th day of February, 1999.
/s/ John H. Flittie
-------------------------------------
John H. Flittie
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, does hereby make, constitute and appoint John G. Turner,
John H. Flittie, James R. Miller 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 such director and/or officer
of said Company to a Registration Statement or Registration Statements, on Form
S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Company with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of Debt Securities, shares of Preferred
Stock, Depositary Shares, Warrants, shares of Common Stock, Preferred Securities
or other securities proposed to be issued or sold by said Company and/or
ReliaStar Financing III, IV or V, and to file the same with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and 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 11th day of February, 1999.
/s/ Luella G. Goldberg
-------------------------------------
Luella G. Goldberg
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, does hereby make, constitute and appoint John G. Turner,
John H. Flittie, James R. Miller 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 such director and/or officer
of said Company to a Registration Statement or Registration Statements, on Form
S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Company with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of Debt Securities, shares of Preferred
Stock, Depositary Shares, Warrants, shares of Common Stock, Preferred Securities
or other securities proposed to be issued or sold by said Company and/or
ReliaStar Financing III, IV or V, and to file the same with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and 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 11th day of February, 1999.
/s/ William A. Hodder
-------------------------------------
William A. Hodder
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, does hereby make, constitute and appoint John G. Turner,
John H. Flittie, James R. Miller 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 such director and/or officer
of said Company to a Registration Statement or Registration Statements, on Form
S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Company with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of Debt Securities, shares of Preferred
Stock, Depositary Shares, Warrants, shares of Common Stock, Preferred Securities
or other securities proposed to be issued or sold by said Company and/or
ReliaStar Financing III, IV or V, and to file the same with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and 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 11th day of February, 1999.
/s/ James J. Howard
-------------------------------------
James J. Howard
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, does hereby make, constitute and appoint John G. Turner,
John H. Flittie, James R. Miller 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 such director and/or officer
of said Company to a Registration Statement or Registration Statements, on Form
S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Company with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of Debt Securities, shares of Preferred
Stock, Depositary Shares, Warrants, shares of Common Stock, Preferred Securities
or other securities proposed to be issued or sold by said Company and/or
ReliaStar Financing III, IV or V, and to file the same with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and 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 11th day of February, 1999.
/s/ Randy C. James
-------------------------------------
Randy C. James
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, does hereby make, constitute and appoint John G. Turner,
John H. Flittie, James R. Miller 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 such director and/or officer
of said Company to a Registration Statement or Registration Statements, on Form
S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Company with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of Debt Securities, shares of Preferred
Stock, Depositary Shares, Warrants, shares of Common Stock, Preferred Securities
or other securities proposed to be issued or sold by said Company and/or
ReliaStar Financing III, IV or V, and to file the same with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and 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 11th day of February, 1999.
/s/ Richard L. Knowlton
-------------------------------------
Richard L. Knowlton
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, does hereby make, constitute and appoint John G. Turner,
John H. Flittie, James R. Miller 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 such director and/or officer
of said Company to a Registration Statement or Registration Statements, on Form
S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Company with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of Debt Securities, shares of Preferred
Stock, Depositary Shares, Warrants, shares of Common Stock, Preferred Securities
or other securities proposed to be issued or sold by said Company and/or
ReliaStar Financing III, IV or V, and to file the same with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and 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 11th day of February, 1999.
/s/ David A. Koch
-------------------------------------
David A. Koch
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, does hereby make, constitute and appoint John G. Turner,
John H. Flittie, James R. Miller 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 such director and/or officer
of said Company to a Registration Statement or Registration Statements, on Form
S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Company with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of Debt Securities, shares of Preferred
Stock, Depositary Shares, Warrants, shares of Common Stock, Preferred Securities
or other securities proposed to be issued or sold by said Company and/or
ReliaStar Financing III, IV or V, and to file the same with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and 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 11th day of February, 1999.
/s/ Richard M. Kovacevich
-------------------------------------
Richard M. Kovacevich
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, does hereby make, constitute and appoint John G. Turner,
John H. Flittie, James R. Miller 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 such director and/or officer
of said Company to a Registration Statement or Registration Statements, on Form
S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Company with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of Debt Securities, shares of Preferred
Stock, Depositary Shares, Warrants, shares of Common Stock, Preferred Securities
or other securities proposed to be issued or sold by said Company and/or
ReliaStar Financing III, IV or V, and to file the same with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and 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 11th day of February, 1999.
/s/ James J. Renier
-------------------------------------
James J. Renier
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, does hereby make, constitute and appoint John G. Turner,
John H. Flittie, James R. Miller 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 such director and/or officer
of said Company to a Registration Statement or Registration Statements, on Form
S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Company with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of Debt Securities, shares of Preferred
Stock, Depositary Shares, Warrants, shares of Common Stock, Preferred Securities
or other securities proposed to be issued or sold by said Company and/or
ReliaStar Financing III, IV or V, and to file the same with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and 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 11th day of February, 1999.
/s/ John G. Turner
-------------------------------------
John G. Turner
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, does hereby make, constitute and appoint John G. Turner,
John H. Flittie, James R. Miller 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 such director and/or officer
of said Company to a Registration Statement or Registration Statements, on Form
S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Company with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of Debt Securities, shares of Preferred
Stock, Depositary Shares, Warrants, shares of Common Stock, Preferred Securities
or other securities proposed to be issued or sold by said Company and/or
ReliaStar Financing III, IV or V, and to file the same with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and 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 11th day of February, 1999.
/s/ James R. Miller
-------------------------------------
James R. Miller
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, does hereby make, constitute and appoint John G. Turner,
John H. Flittie, James R. Miller 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 such director and/or officer
of said Company to a Registration Statement or Registration Statements, on Form
S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Company with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of Debt Securities, shares of Preferred
Stock, Depositary Shares, Warrants, shares of Common Stock, Preferred Securities
or other securities proposed to be issued or sold by said Company and/or
ReliaStar Financing III, IV or V, and to file the same with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and 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 11th day of February, 1999.
/s/ Chris D. Schreier
-------------------------------------
Chris D. Schreier
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, does hereby make, constitute and appoint John G. Turner,
John H. Flittie, James R. Miller 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 such director and/or officer
of said Company to a Registration Statement or Registration Statements, on Form
S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Company with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of Debt Securities, shares of Preferred
Stock, Depositary Shares, Warrants, shares of Common Stock, Preferred Securities
or other securities proposed to be issued or sold by said Company and/or
ReliaStar Financing III, IV or V, and to file the same with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and 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 11th day of February, 1999.
/s/ Richard R. Crowl
-------------------------------------
Richard R. Crowl
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned director and/or officer of ReliaStar Financial Corp., a
Delaware corporation, does hereby make, constitute and appoint John G. Turner,
John H. Flittie, James R. Miller 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 such director and/or officer
of said Company to a Registration Statement or Registration Statements, on Form
S-3 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by said Company with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of Debt Securities, shares of Preferred
Stock, Depositary Shares, Warrants, shares of Common Stock, Preferred Securities
or other securities proposed to be issued or sold by said Company and/or
ReliaStar Financing III, IV or V, and to file the same with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and authority
to do and 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 11th day of February, 1999.
/s/ Glen D. Nelson
-------------------------------------
Glen D. Nelson
<PAGE>
RELIASTAR FINANCIAL CORP.
Power of Attorney
of Director and Officer
The undersigned officer of ReliaStar Financial Corp., a Delaware
corporation and trustee of ReliaStar Financing III, IV and V, does hereby make,
constitute and appoint John G. Turner, John H. Flittie, James R. Miller 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
officer of said Company or trustee of said Trusts to a Registration Statement or
Registration Statements, on Form S-3 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Company and/or Trusts with the Securities and Exchange Commission, Washington,
D.C., in connection with the registration under the Securities Act of 1933, as
amended, of Debt Securities, shares of Preferred Stock, Depositary Shares,
Warrants, shares of Common Stock, Preferred Securities or other securities
proposed to be issued or sold by said Company and/or Trusts, and to file the
same with said Commission, granting unto said attorneys-in-fact, and each of
them, full power and authority to do and 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 25th day of February, 1999.
/s/ Wayne R. Huneke
-------------------------------------
Wayne R. Huneke
