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 the earliest event reported):November 13, 1998
(October 30, 1998)
STANDARD MANAGEMENT CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA 0-20882 35-1773567
(State or other jurisdiction (Commission File Number) (IRS Employer
Identification No.)of incorporation)
9100 KEYSTONE CROSSING, INDIANAPOLIS, INDIANA 46240
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (317) 574-6200
N/A
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 30, 1998, Standard Management Corporation ("SMC" or the
"Registrant"), an Indiana corporation completed the acquisition of Midwestern
National Life Insurance Company of Ohio ("Midwestern National Life") as a
wholly-owned subsidiary of SMC pursuant to the definitive Stock Purchase
Agreement, as amended, entered into on June 4, 1998, with MC Equities, Inc.
Pursuant to the amended Stock Purchase Agreement, SMC issued 696,453
shares of its common stock valued at $6.625, increased its bank debt by
$6,000,000 on restructured terms and paid $2,886,000 in cash (excluding
acquisition costs) for an aggregate purchase price of $13,500,000 to acquire
Midwestern National Life. SMC borrowed an additional $6,000,000 by increasing
the Amended and Restated Revolving Line of Credit Agreement with a bank from
$20,000,000 to $26,000,000 and drawing down $6,000,000 for the Midwestern
National Life closing. SMC plans to merge Midwestern National Life into
Standard Life Insurance Company of Indiana effective December 31, 1998.
A copy of the Press Release issued by SMC on November 2, 1998 with
respect to the Acquisition is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
The other information required by this item has been previously reported
by SMC.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED:
Financial statements for Midwestern National Life are not required based
on the significant subsidiary tests of Regulation S-X.
(b) PRO FORMA FINANCIAL INFORMATION:
Pro forma financial statements to reflect the estimated impact of the
Acquisition on the historical Financial Statements of SMC are not required
based on the significant subsidiary tests of Regulation S-X.
<copyright> EXHIBITS:
99.1 Press release issued by SMC on November 2, 1998 with respect to the
Acquisition.
<PAGE>
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 hereunto duly authorized.
STANDARD MANAGEMENT CORPORATION
(Registrant)
Date: November 13, 1998 By:/s/ RONALD D. HUNTER
Ronald D. Hunter
Chairman of the Board, President and
Chief Executive Officer
<PAGE>
EXHIBIT INDEX
The following Exhibit is filed herewith:
EXHIBIT
99.1 Press release issued by SMC on November 2, 1998 with respect to the
Acquisition.
<PAGE>
DATE: 11/02/98
TO: All Media
FROM: Standard Management Corporation
9100 Keystone Crossing
Indianapolis, IN 46240
CONTACT: Kevin Wedmore
Corporate Communications
Phone: 317-574-5221
SUBJECT: Standard Management Corporation closes largest acquisition to
date
Standard Management Completes Acquisition of Midwestern National Life
Insurance Company of Ohio
(Indianapolis, IN) Standard Management Corporation ("SMC" or the
"Company"; Nasdaq: SMAN) reported today that it had completed its
previously announced acquisition of Midwestern National Life Insurance
Company of Ohio ("Midwestern National"). The deal was closed on October
30, 1998.
The purchase price was reported at $13.5 million, and, with $125 million
in assets, represents SMC's largest asset acquisition to date. The
transaction was completed through the use of cash, stock, and debt of $6
million. Midwestern National will be merged into Standard Life Insurance
Company of Indiana, another SMC subsidiary.
SMC Chairman, President and CEO, Ronald D. Hunter, stated, "This
acquisition, our second of 1998 and ninth over the past nine years, moves
us considerably closer to reaching one billion dollars in assets, which
places us in select company within the life insurance industry. We have
grown from $373 million in assets at year end, 1994, to over $900 million
in assets with the addition of Midwestern National, an increase of 141%
over the past four years. We are encouraged by the increasing
acquisition activity and the positive effects it has on SMC's long-term
growth prospects."
SMC IS AN INTERNATIONAL FINANCIAL SERVICES HOLDING COMPANY HEADQUARTERED IN
INDIANAPOLIS, IN. THE COMPANY OPERATES THREE INSURANCE COMPANIES IN THE U.S.
AS WELL AS COMPANIES IN LUXEMBOURG AND BERMUDA. INFORMATION ABOUT THE COMPANY
CAN BE OBTAINED BY CALLING THE INVESTOR RELATIONS DEPARTMENT AT 317-574-5221.
THE STATEMENTS CONTAINED IN THIS PRESS RELEASE THAT ARE NOT PURELY HISTORICAL
ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 37A OF THE
SECURITIES EXCHANGE ACT OF 1934, INCLUDING STATEMENTS REGARDING THE COMPANY''
HOPES, BELIEFS, INTENTIONS, OR STRATEGIES REGARDING THE FUTURE. FORWARD-
LOOKING STATEMENTS INCLUDE EXPECTATION OF GROWTH RATES, NEW BUSINESS, AND
ACQUISITIONS.
