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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 4
RELIASTAR FINANCIAL CORP.
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(Exact name of Registrant as specified in its charter)
Delaware 41-1620373
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(State of incorporation or (I.R.S. Employer Identification
organization) No.)
20 Washington Avenue South
Minneapolis, Minnesota 55401
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(Address of principal executive (Zip Code)
offices)
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective and is effective
pursuant to General Instruction A.(c), check the following box. [ X ]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form
relates: N/A (if applicable).
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to Name of each exchange on which each
be so registered class is to be registered
Preferred Share
Purchase Rights New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
Effective April 30, 2000, ReliaStar Financial Corp. amended the Amended
and Restated Rights Agreement, dated as of February 11, 1999, between ReliaStar
and Norwest Bank Minnesota, National Association, as Rights Agent.
The amendment of the rights agreement effected the following changes:
(1) rendered the rights agreement inapplicable to the merger and
the other transactions contemplated by the Agreement and Plan
of Merger, dated as of April 30, 2000, among ING Groep N.V.,
ING America Insurance Holdings, Inc., SHP Acquisition Corp.,
and ReliaStar Financial Corp.; and
(2) provided for all outstanding rights under the rights agreement
to terminate immediately before the effective time of the
merger described above.
The foregoing summary of the amendment is not complete and is qualified
in its entirety by reference to the Fourth Amendment to Rights Agreement, which
is attached as an exhibit hereto and incorporated by reference herein.
Item 2. Exhibits.
1. Fourth Amendment to Rights Agreement, dated as of April 30,
2000, between ReliaStar Financial Corp. and Norwest Bank
Minnesota, National Association, as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
RELIASTAR FINANCIAL CORP.
Dated: May 3, 2000 By: /s/ Richard R. Crowl
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Its: Senior Vice President and General Counsel
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Exhibit 1
FOURTH AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT (this "Amendment"), dated as of April 30, 2000, by and between
ReliaStar Financial Corp., a Delaware corporation (the "Company"), and Norwest
Bank Minnesota, National Association, a national banking association, as Rights
Agent (the "Rights Agent"), amends the Amended and Restated Rights Agreement,
dated as of February 11, 1999 (the "Rights Agreement").
R E C I T A L S
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A. The Company intends to enter into (i) an Agreement and Plan of
Merger, dated as of the date hereof (as it may be amended or supplemented from
time to time, the "Merger Agreement") among the Company, ING Group N.V., a
Netherlands corporation ("ING"), ING America Insurance Holdings, Inc., a
Delaware corporation, and SHP Acquisition Corp., a Delaware corporation ("Merger
Sub"), with respect to a merger of the Company and Merger Sub (the "Merger") and
(ii) a Stock Option Agreement, dated as of the date hereof (as it may be amended
from time to time, the "Stock Option Agreement") between the Company and ING
America Insurance Holdings, Inc.
B. The Company and the Rights Agent have executed and entered into the
Rights Agreement.
C. Pursuant to Section 26 of the Rights Agreement, the Company may from
time to time supplement or amend the Rights Agreement in accordance with the
provisions of Section 26 thereof.
D. The Board of Directors has determined that the Merger and the other
transactions contemplated by the Merger Agreement and the Stock Option Agreement
are fair to and in the best interests of the Company and its stockholders.
E. The Board of Directors has determined that it is in the best
interests of the Company and its stockholders to amend the Rights Agreement to
exempt the Merger Agreement, the Stockholders Agreement and the transactions
contemplated by the Merger Agreement and the Stock Option Agreement from the
application of the Rights Agreement.
A G R E E M E N T
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NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. The definition of "Acquiring Person" in Section 1(a) of the Rights Agreement
is hereby modified and amended by adding the following sentence at the end of
the last sentence thereof:
"Notwithstanding anything in this Agreement to the contrary,
neither ING Group, N.V., a Netherlands
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corporation ("ING"), nor any direct or indirect wholly owned
subsidiary of ING shall be deemed to be an Acquiring Person
solely as a result of the approval, execution or delivery of
(i) the Agreement and Plan of Merger, dated as of April 30,
2000, among the Company, ING, ING America Insurance Holdings,
Inc. ("ING U.S. Holdco") and SHP Acquisition Corp. (as it may
be amended from time to time, the "ING Merger Agreement") or
(ii) the Stock Option Agreement, dated as of April 30, 2000,
between the Company and ING U.S. Holdco (as it may be amended
from time to time, the "ING Stock Option Agreement"), or the
consummation of the Merger or the other transactions
contemplated by the ING Merger Agreement or the ING Stock
Option Agreement."
2. Section 7(a) of the Rights Agreement is hereby modified, amended and restated
in its entirety as follows:
"Subject to Section 11(a)(ii), the registered holder of any
Right Certificate may exercise the Rights evidenced thereby
(except as otherwise provided herein) in whole or in part at
any time after the Distribution Date upon surrender of the
Right Certificate, with the form of election to purchase on
the reverse side thereof duly completed and executed, to the
Rights Agent at the office or offices of the Rights Agent
designated for such purpose, together with payment of the
Purchase Price for each one-twentieth of a Preferred Share as
to which Rights are exercised, at or prior to the earliest of
(i) the close of business on September 8, 2004 (the "Final
Expiration Date"), (ii) the time at which the Rights are
redeemed as provided in Section 23 hereof (the "Redemption
Date"), (iii) the time at which such Rights are exchanged as
provided in Section 23A, or (iv) the time immediately prior to
the effective time of the merger of the Company contemplated
by the ING Merger Agreement."
3. Section 15 of the Rights Agreement is hereby modified and amended to add the
following sentence at the end thereof:
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"Nothing in this Agreement shall be construed to give any
holder of Rights or any other Person any legal or equitable
rights, remedy or claim under this Agreement in connection
with any transactions contemplated by the ING Merger Agreement
or the ING Stock Option Agreement."
4. The Rights Agreement is hereby further modified and amended by adding a new
Section 33 to the end thereof to read in its entirety as follows:
"Section 33. ING Agreements. Notwithstanding any other
provision of this Agreement, neither the approval, execution
or delivery of the ING Merger Agreement or the ING Stock
Option Agreement nor the consummation of the Merger or the
other transactions contemplated by the ING Merger Agreement or
ING Stock Option Agreement is or shall be deemed to be an
event described in Section 11(a)(ii) or Section 13, nor will
such performance or consummation result in the occurrence of a
Shares Acquisition Date, a Distribution Date or any other
separation of the Rights from the underlying Common Shares,
nor entitle or permit the holders of the Rights to exercise
the Rights or otherwise affect the rights of the holders of
the Rights, including giving the holders of the Rights the
right to acquire securities of any party to the ING Merger
Agreement or ING Stock Option Agreement."
5. This Amendment may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute one and
the same instrument.
6. This Amendment shall be deemed to be a contract made under the laws of the
State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.
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IN WITNESS WHEREOF, this Amendment has been duly executed by the
Company and the Rights Agent as of the day and year first written above.
RELIASTAR FINANCIAL CORP.
By: /s/ Richard R. Crowl
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Name: Richard R. Crowl
Title: Senior Vice President
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By: /s/ Kenneth P. Swanson
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Name: Kenneth P. Swanson
Title: Vice President
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