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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 8, 1997
STANDARD MANAGEMENT CORPORATION
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(Exact name of registrant as specified in its charter)
Indiana 0-20882 35-1773567
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
9100 Keystone Crossing, Indianapolis, Indiana 46240
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (317) 574-6200
N/A
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On October 8, 1997, Standard Management Corporation, an Indiana
corporation ("SMC") and Central Reserve Life Corporation, an Ohio corporation
("Central Reserve"), announced that they had signed a letter of intent and that
they were engaged in discussions for a proposed merger (the "Proposed Merger")
of a wholly-owned subsidiary of SMC with and into Central Reserve, with Central
Reserve surviving as a wholly-owned subsidiary of SMC, pursuant to which each
common share, without par value, of Central Reserve ("Central Reserve Common
Shares"), would be converted into $7.00 in value of Common Stock, without par
value, of SMC ("SMC Common Stock"). SMC and Central Reserve intend that the
Proposed Merger be structured as a tax-free transaction.
The Proposed Merger is subject to various conditions, including approval
by SMC's lenders, execution of a definitive merger agreement, regulatory
approval and approval by the Boards of Directors and stockholders of both SMC
and Central Reserve. THERE CAN BE NO ASSURANCE SUCH CONDITIONS WILL BE
SATISFIED OR THAT THE PROPOSED MERGER WILL BE CONSUMMATED.
Central Reserve, through its subsidiaries, sells life insurance,
annuities, short-term major medical, long-term disability and small employer
group health policies through a base of approximately 15,000 agents. Central
Reserve is licensed to conduct business in 34 states.
At June 30, 1997, Central Reserve had approximately $119 million in total
assets. For the year ended December 31, 1996, Central Reserve reported
revenues of $265 million and net loss of ($9.3) million, or ($2.20) per share.
For the six months ended June 30, 1997, Central Reserve reported revenues of
$135 million and net loss of ($5.4) million or ($1.26) per share. At the close
of business on October 7, 1997, there were 4,261,017 Central Reserve Common
Shares outstanding on a fully-diluted basis. Central Reserve Common Shares
trade on The Nasdaq National Market under the symbol "CRLC."
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
STANDARD MANAGEMENT CORPORATION
Date: October 8, 1997 By: Ronald D. Hunter
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Ronald D. Hunter
Chairman, President and
Chief Executive Officer
