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):March 25, 1998 (March
12, 1998)
STANDARD MANAGEMENT CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA 0-20882 35-1773567
(State or other jurisdiction (Commission (IRS Employer Identification No.)
of incorporation) File Number)
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 March 12, 1998, Savers Life Insurance Company, a North Carolina
domestic stock insurance company ("Savers Life"), became a wholly-owned
subsidiary of Standard Management Corporation, an Indiana corporation ("SMC"),
upon consummation of the merger (the "Merger") contemplated by the Amended and
Restated Agreement and Plan of Merger dated as of December 9, 1997 (the "Merger
Agreement") among SMC, a wholly-owned subsidiary of SMC and Savers Life.
Pursuant to the Merger Agreement, each share of Common Stock, no par
value ("Savers Life Common Stock"), of Savers Life held immediately prior to
the Effective Time (as defined in the Merger Agreement) of the Merger was
converted into 1.2 shares of Common Stock, without par value ("SMC Common
Stock"), of SMC plus $1.50. Each holder of Savers Life Common Stock could
elect to receive the $1.50 per share portion of the merger consideration in the
form of SMC Common Stock. Each holder of a certificate representing Savers
Life Common Stock immediately prior to the Effective Time no longer has any
rights with respect thereto, except the right to receive, upon surrender for
exchange to the Exchange Agent (as defined in the Merger Agreement) of all such
certificates held by such holder: (i) a certificate representing the number of
whole shares of SMC Common Stock into which his, her or its shares of Savers
Life Common Stock have been converted, (ii) if such holder did not elect to
receive the $1.50 portion of the merger consideration in the form of additional
shares of SMC Common Stock, $1.50 per share, (iii) certain dividends and other
distributions previously withheld in accordance with Section 2.9 of the Merger
Agreement pending the exchange of stock certificate(s) and (iv) cash in lieu of
any fractional share of SMC Common Stock in accordance with Section 2.8 of the
Merger Agreement. Cash distributions will not bear interest.
A copy of the Press Release issued by SMC on March 13, 1998 with respect
to the Merger 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 and is included or incorporated by reference in the Joint Proxy
Statement/Prospectus (the "Proxy Statement/Prospectus") which constitutes a
part of SMC's Registration Statement on Form S-4 (Registration No. 333-43023).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED:
It is not practical for SMC to provide at this time the Savers Life
financial statements required by this item. Such financial statements will be
filed as an amendment to this current Report on Form 8-K no later than May 26,
1998.
(b) PRO FORMA FINANCIAL INFORMATION:
It is not practical for SMC to provide at this time the pro forma
financial statements to reflect the estimated impact of the Merger on the
historical Combined Financial Statements of SMC at December 31, 1997 and for
the years ended December 31, 1996 and 1997. Such pro forma financial
statements will be filed as an amendment to this Current Report on Form 8-K no
later than May 26, 1998.
(c) EXHIBITS:
99.1 Press release issued by SMC on March 13, 1998 with respect to the
Merger.
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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 hereunto duly authorized.
STANDARD MANAGEMENT CORPORATION
(Registrant)
Date: March 25, 1998 By: RONALD D. HUNTER Ronald D. Hunter
Chairman of the Board, President and
Chief Executive Officer
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EXHIBIT INDEX
The following Exhibit is filed herewith:
EXHIBIT
99.1 Press release issued by SMC on March 13, 1998 with respect to the Merger.
<PAGE>
DATE: 3/13/98
TO: All Media
FROM: Standard Management Corporation
9100 Keystone Crossing
Indianapolis, IN 46240
CONTACT: Kevin Wedmore
Corporate Communications
Phone: 317-574-5221
SUBJECT: SMC completes Savers acquisition/market cap increases to over $50
million
Standard Management Closes Seventh
Acquisition
(Indianapolis, IN) Standard Management Corporation ("SMC" or the
"Company"; Nasdaq: SMAN) announced today that it had completed the
acquisition of Savers Life Insurance Company ("Savers"), a Winston-Salem,
NC insurer.
"The addition of Savers takes SMC to a new level, increasing our market
capitalization to over $50 million, allowing new institutional and
analytical coverage by Wall Street. It is often difficult for small cap
companies to attract large regional or national firms, but we are confident
that this acquisition will give us visibility. In addition, we expect this
acquisition to be immediately accretive, sustaining our pattern of
continually increasing core operational earnings per share," SMC Chairman
Ronald D. Hunter stated.
Shareholders of both companies had previously approved the transaction,
which was closed Thursday. The acquisition is SMC's seventh since its 1989
formation, and provides an expanded marketing platform for its annuities,
life insurance and critical illness product.
Added SMC Executive Vice President and Chief Marketing Officer, Raymond J.
Ohlson, "The addition of Savers to the Standard Group of Companies provides
us with an additional 4,000 agents to market our product portfolio while
opening new markets to our existing agency force of approximately 4,000
agents. Savers' geographical marketing area in the Southeast as well as
their expertise in the financial institution market will assist in
expanding our domestic marketing programs."
SMC IS AN INTERNATIONAL FINANCIAL SERVICES HOLDING COMPANY HEADQUARTERED IN
INDIANAPOLIS, IN. ITS ASSETS HAVE CLIMBED FROM $198 MILLION IN DECEMBER
1992 TO $669 MILLION AT DECEMBER 31, 997. INFORMATION ABOUT THE COMPANY
CAN BE OBTAINED BY CALLING THE INVESTOR RELATIONS DEPARTMENT AT 317-574-
5221.
