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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 2, 1998
REGISTRATION NO. 333-43023
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
STANDARD MANAGEMENT CORPORATION
(Exact Name of Registrant as Specified in Its charter)
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INDIANA 6719 35-1773567
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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9100 KEYSTONE CROSSING
INDIANAPOLIS, INDIANA 46240
(317) 574-6200
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive office)
STEPHEN M. COONS
9100 KEYSTONE CROSSING
INDIANAPOLIS, INDIANA 46240
(317) 574-6200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
Copies To:
JOHN M. O'HARE
SIDLEY & AUSTIN
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60603
APPROXIMATE DATE COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement and the
effective time of the merger (the "Merger") of Standard Acquisition Corporation,
a wholly owned subsidiary of Standard Management Corporation ("SMC"), with and
into Savers Life Insurance Company ("Savers Life"), pursuant to the Merger
Agreement described herein.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
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 the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
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. [X] 333-43023.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Indiana Business Corporation Law permits an Indiana corporation to
indemnify its directors and officers from liability for their conduct if such
conduct was made in good faith with the reasonable belief that such conduct was
in the corporation's best interest. If the individual was not acting in his or
her official capacity with the corporation, then indemnification is permitted
for good faith conduct made with the reasonable belief that such conduct was at
least not opposed to the best interest of the corporation. Unless limited by its
articles of incorporation, a corporation must indemnify a director or officer,
who is wholly successful in the defense of any proceeding to which the director
or officer is a party by virtue of being a director or officer of the
corporation, against reasonable expenses incurred in connection with the
proceeding. Indemnification can be made in advance of the final disposition of a
proceeding if certain procedural requirements are met. An Indiana corporation is
permitted to purchase and maintain insurance on behalf of directors and officers
against liability asserted against them in that capacity or arising from an
individual's status as a director or officer, whether or not the corporation
would have power to indemnify the individual against the same liability under
the Indiana Business Corporation Law. In addition, the stockholders of a
corporation may approve the inclusion of other or additional indemnification
provisions in the articles of incorporation or by-laws.
The Articles of Incorporation of SMC provide for the indemnification of
directors and officers against reasonable expenses actually incurred, except in
relation to any action in which it is finally adjudged that the director or
officer is liable for willful misconduct or recklessness in the performance of
corporate duties. In addition, indemnification is permitted for amounts paid by
directors or officers upon judgement and the reasonable costs of settlement of
any such action, if a majority of a disinterested committee of the SMC Board
determines that such payment or settlement is in the interest of the SMC and
that the director or officer to be reimbursed did not engage in any act
constituting willful misconduct or recklessness in the performance of corporate
duties.
The Bylaws of SMC provide for indemnification of directors and officers to
the fullest extent available under then applicable law.
SMC has entered into separate indemnification agreements with some of its
directors that may require SMC, among other things, to indemnify them against
certain liabilities that may arise by reason of their status of service as
directors, to the maximum extent permitted under the Indiana Business
Corporation Law. Standard Life has entered into separate indemnification
agreements with each of its directors and each of the directors of SMC, which
agreements require Standard Life, among other things, to indemnify such
directors against certain liabilities that may arise by reason of their status
or service as directors to the maximum extent permitted under Indiana law.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following is a list of Exhibits included as part of this
Registration Statement. Items marked with an asterisk are filed herewith.
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2.1 Amended and Restated Agreement and Plan of Merger dated as
of December 9, 1997 among SMC, Standard Acquisition
Corporation ("SAC") and Savers Life (included in Annex A to
the Proxy Statement/Prospectus). Schedules to the Agreement
and Plan of Merger are omitted pursuant to Item 601(b)(2) of
Regulation S-K. SMC hereby agrees to furnish copies of such
Schedules to the SEC upon request.
3.1 Amended and Restated Articles of Incorporation of SMC, as
amended (incorporated by reference to SMC's Annual Report on
Form 10-K (File No. 0-20882) for the year ended December 31,
1995).
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3.2 Amended and Restated Bylaws of SMC, as amended (incorporated
by reference to SMC's Registration Statement on Form S-1
(Registration No. 33-53370) as filed with the Commission on
January 27, 1993 and to Exhibit 3 of SMC's Quarterly Report
on Form 10-Q (File No. 0-20882) for the quarter ended
September 30, 1994).
4.1 Form of Senior Note Agreement Warrant (incorporated by
reference to SMC's Registration Statement on Form S-1
(Registration No. 33-53370)).
4.2 Form of Oppbridge Partners Warrant (incorporated by
reference to SMC's Registration Statement on Form S-1
(Registration No. 33-53370)).
4.3 Registration Rights Agreement, dated as of May 3, 1990 among
SMC, Howard T. Cohn and Joseph J. Piazza and the first
amendment thereto, dated June 4, 1990 (incorporated by
reference to SMC's Registration Statement on Form S-1
(Registration No. 33-53370)).
4.4 Amended and Restated Registration Rights Agreement dated as
of November 8, 1996 by and between SMC and Fleet National
Bank (incorporated by reference to SMC's Quarterly Report on
Form 10-Q (File No. 0-20882) for the quarter ended September
30, 1996).
4.5 Form of Fleet National Bank Warrant (incorporated by
reference to SMC's Quarterly Report on Form 10-Q (File No.
0-20882) for the quarter ended September 30, 1996).
4.6 Form of President's Club Warrant (incorporated by reference
to SMC's Annual Report on Form 10-K (File No. 0-20882) for
the year ended December 31, 1995).
4.7 Registration Rights Agreement dated as of November 8, 1996
by and between SMC and Great American Reserve Insurance
Company ("Great American Reserve") (incorporated by
reference to SMC's Quarterly Report on Form No. 0-20882) for
the quarter ended September 30, 1996.
4.8 Form of Sand Brothers & Company, Ltd. Warrant (incorporated
by reference to SMC's Annual Report on Form 10-K (File No.
0-20882) for the year ended December 31, 1996).
**5. Opinion of Stephen M. Coons regarding the legality of the
securities being registered.
**8. Opinion of Womble Carlyle Sandridge & Rice, PLLC regarding
certain federal income tax consequences of the Merger.
9. Voting Trust Agreement dated as of November 8, 1996 among
Delta Life and Annuity Company, Messrs. Ronald D. Hunter and
Allen O. Jones, Jr., as Voting Trustees, and SMC
(incorporated by reference to SMC's Registration Statement
on Form S-4 (Registration No. 333-35447)).
10.1 Amended Advisory Agreement, dated as of August 1, 1991,
between SMC and Conseco Capital Management, Inc., as
amended, April 17, 1995 (incorporated by reference to SMC's
Annual Report on Form 10-K (File No. 0-20882) for the year
ended December 31, 1995).
10.2 Second Amended and Restated Employment Contract by and
between SMC and Ronald D. Hunter, dated and effective, as
amended, April 3, 1995 (incorporated by reference to SMC's
Quarterly Report on Form 10-Q (File No. 0-20882) for the
quarter ended June 30, 1995).
10.3 Second Amended and Restated Employment Contract by and
between SMC and Edward T. Stahl, dated and effective, as
amended, April 3, 1995 (incorporated by reference to SMC's
Quarterly Report on Form 10-Q (File No. 0-20882) for the
quarter ended June 30, 1995).
10.4 Second Amended and Restated Employment contract by and
between SMC and Raymond J. Ohlson, dated and effective, as
amended, April 3, 1995 (incorporated by reference to SMC's
Quarterly Report on Form 10-Q (File No. 0-20882) for the
quarter ended June 30, 1995).
10.5 First Amended and Restated Employment Contract by and
between SMC and Stephen M. Coons dated and effective, April
3, 1995 (incorporated by reference to SMC's Quarterly Report
on Form 10-Q (File No. 0-20882) for the quarter ended June
30, 1995).
10.6 Indemnification Agreement between SMC and Stephen M. Coons
and Coons & Saint, dated August 1, 1991 (incorporated by
reference to SMC's Registration Statement on Form S-1
(Registration No. 33-53370)).
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10.7 Lease by and between Standard Life and WRC Properties, Inc.,
dated February 27, 1991 (incorporated by reference to SMC's
Registration Statement on Form S-1 (Registration No.
33-53370)).
10.8 Management Service Agreement between Standard Life and SMC
dated August 1, 1992, as amended on January 1, 1997
(incorporated by reference to SMC's Annual Report on Form
10-K (File No. 0-20882) for the year ended December 31,
1996).
10.9 Agreement for Assumption Reinsurance between the National
Organization Of Life and Health Insurance Guaranty
Associations and Standard Life, concerning, The Midwest Life
Insurance Company In Liquidation effective June 1, 1992
(incorporated by reference to SMC's Registration Statement
on Form S-1 (Registration No. 33-53370)).
10.10 Reinsurance Agreement between Standard Life and The
Mercantile and General Reinsurance Company Limited effective
May 1, 1975 (incorporated by reference to SMC's Registration
Statement on Form S-1 (Registration No. 33-53370)).
10.11 Reinsurance Agreement between Firstmark Standard Life
Insurance Company and The Mercantile and General Reinsurance
Company of America effective February 1, 1984 (incorporated
by reference to SMC's Registration Statement on Form S-1
(Registration No. 33-53370)).
10.12 Reinsurance Contract between First International and
Standard Life dated July 10, 1992 (incorporated by reference
to SMC's Registration Statement on Form S-1 (Registration
No. 33-53370)).
10.13 Amended Reinsurance Agreement between Standard Life and
Winterthur Life Re Insurance Company effective January 1,
1995 (incorporated by reference to SMC's Annual Report on
Form 10-K (File No. 0-20882) for the year ended December 31,
1995).
10.14 Management Service Agreement between Premier Life
(Luxembourg) and SMC dated September 30, 1994 (incorporated
by reference to SMC's Annual Report on Form 10-K (File No.
0-20882) for the year ended December 31, 1994).
10.15 Assignment of Management Contract dated October 2, 1995 of
Management Contract dated January 1, 1987 between DNC and
Dixie National Life to Standard Life (incorporated by
reference to SMC's Annual Report on Form 10-K (File No.
0-20882) for the year ended December 31, 1995).
10.16 Indemnity Reinsurance Agreement between Dixie National Life
and Crown Life Insurance Company dated and effective
September 30, 1992, and Amendment No. 1 as amended October
29, 1992; Amendment No. 2 as amended December 9, 1992;
Amendment No. 3 as amended February 11, 1993; Amendment No.
4 as amended June 29, 1993; Amendment No. 5 as amended
November 17, 1994; Amendment No. 6 as amended December 31,
1996 (the Agreement and Amendment Nos. 1 through 5 are
incorporated by reference to SMC's Annual Report on Form
10-K (File No. 0-20882) for the year ended December 31,
1995, and Amendment No. 6 is incorporated by reference to
SMC's Annual Report on Form 10-K (File No. 0-20882) for the
year ended December 31, 1996).
10.17 Automatic Indemnity Reinsurance Agreement between the First
International and The Guardian Insurance & Annuity Company,
Inc. dated and effective January 1, 1996 (incorporated by
reference to SMC's Annual Report on Form 10-K (File No.
0-20882) for the year ended December 31, 1995).
10.18 Indemnity Retrocession Agreement the ("Guardian Indemnity
Retrocession Agreement") between The Guardian Insurance &
Annuity Company, Inc. and Standard Life dated and effective
January 1, 1996 (incorporated by reference to SMC's Annual
Report on Form 10-K (File No. 2-20882) for the year ended
December 31, 1995).
10.19 Automatic Indemnity Reinsurance Agreement between The
Guardian Insurance & Annuity Company, Inc. and Standard Life
dated and effective January 1, 1996 (incorporated by
reference to SMC's Annual Report on Form 10-K (File No.
0-20882) for the year ended December 31, 1995).
10.20 Administrative Services Agreement between First
International and Standard Life dated and effective March
18, 1996 (incorporated by reference to SMC's Annual Report
on Form 10-K (File No. 0-20882) for the year ended December
31, 1995).
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10.21 Amended and Restated Revolving Line of Credit Agreement
dated as of November 8, 1996 between SMC and Fleet National
Bank (incorporated by reference to SMC's Quarterly Report on
Form 10-Q (File No. 0-20882) for the quarter ended September
30, 1996).
10.22 Note Agreement dated as of November 8, 1996 between SMC and
Fleet National Bank in the amount of $16,000,000
(incorporated by reference to SMC's Quarterly Report on Form
10-Q (File No. 0-20882) for the quarter ended September 30,
1996).
10.23 Amended and Restated Pledge Agreement dated as of November
8, 1996 between SMC and Fleet National Bank (incorporated by
reference to SMC's Quarterly Report on Form 10-Q (File No.
0-20882) for the quarter ended September 30, 1996).
10.24 Revised Service Contract Agreement dated as of October 16,
1995 and effective January 1, 1995 between Standard Life and
Standard Marketing (incorporated by reference to SMC's
Annual Report on Form 10-K (File No. 0-20882) for the year
ended December 31, 1995).
10.25 Amended and Restated Note Agreement dated as of November 8,
1996, as amended and restated on June 30, 1997, by and
between SMC and Great American Reserve in the amount of
$4,371,573 (incorporated by reference to SMC's Quarterly
Report on Form 10-Q (File No. 0-20882) for the quarter ended
June 30, 1997).
10.26 Amended and Restated Senior Subordinated Convertible Note
dated as of November 8, 1996, as amended and restated on
June 30, 1997, by and between SMC and Great American Reserve
in the amount of $4,371,573 (incorporated by reference to
SMC's Quarterly Report on Form 10-Q (File No. 0-20882) for
the quarter ended June 30, 1997).
10.27 Surplus Debenture dated as of November 8, 1996 by and
between SMC and Standard Life in the amount of $13,000,000
(incorporated by reference to SMC's Quarterly Report on Form
10-Q (File No. 0-20882) for the quarter ended September 30,
1996).
10.28 Portfolio Indemnify Reinsurance Agreement between Dixie
National Life and Cologne Life Reinsurance Company dated and
effective December 31, 1996 (incorporated by reference to
SMC's Annual Report on Form 10-K (File No. 0-20882) for the
year ended December 31, 1996).
10.29 Note Agreement dated as of June 30, 1997 between SMC,
Capitol American Life Insurance Company and Transport Life
Insurance Company in the amount of $5,628,427 (incorporated
by reference to SMC's Quarterly Report on Form 10-Q (File
No. 0-20882) for the quarter ended June 30, 1997).
10.30 Senior Subordinated Convertible Note dated as of June 30,
1997 between SMC and Capitol American Life Insurance Company
in the amount of $3,628,427 (incorporated by reference to
SMC's Quarterly Report on Form 10-Q (File No. 0-20882) for
the quarter ended June 30, 1997).
10.31 Senior Subordinated Convertible Notes dated as of June 30,
1997 between SMC and Transport Life Insurance Company in the
amount of $2,000,000 (incorporated by reference to SMC's
Quarterly Report on Form 10-Q (File No. 0-20882) for the
quarter ended June 30, 1997).
10.32 Coinsurance Agreement effective as of July 1, 1997 by and
between Savers Life and World Insurance Company
(incorporated by reference to SMC's Registration Statement
on Form S-4 (Registration No. 333-35447)).
10.33 Amendment I to the Guardian Indemnity Retrocession Agreement
effective as of January 1, 1996 by and between The Guardian
Insurance and Annuity Company and Standard Life
(incorporated by reference to SMC's Registration Statement
on Form S-4 (Registration No. 333-35447)).
10.34 Promissory Note from Ronald D. Hunter to SMC in the amount
of $775,500 executed October 28, 1997 (incorporated by
reference to SMC's Quarterly Report on Form 10-Q (File No.
0-20882) for the quarter ended September 30, 1997).
11. Statement regarding computation of per share earnings
(incorporated by reference to SMC's Annual Report on Form
10-K (File No. 0-20882) for the year ended December 31,
1996).
21. List of Subsidiaries of SMC (incorporated by reference to
SMC's Annual Report on Form 10-K (File No. 0-20882) for the
year ended December 31, 1996).
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**23.1 Consent of Ernst & Young LLP.
**23.2 Consent of KPMG Audit.
*23.3 Consent of D.E. Gatewood and Company.
23.4 Consent of Stephen M. Coons (included in Exhibit 5).
23.5 Consent of Womble Carlyle Sandridge & Rice, PLLC (included
in Exhibit 8).
**24. Powers of Attorney.
**99.1 Form of Proxy to be mailed to the stockholders of SMC.
**99.2 Form of Proxy to be mailed to the stockholders of Savers
Life.
**99.3 Form of Election to be mailed to the stockholders of Savers
Life.
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* Filed herewith.
** Previously filed.
(b) The financial statement schedules required to be included pursuant to
this Item are not included herein because they are not applicable or the
required information is shown in the financial information included or
incorporated by reference herein.
(c) Not applicable.
ITEM 22. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective 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.
(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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13 (a) or 15 (d) of the
Securities Exchange Act of 1934 (and, where applicable, 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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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(c) (1) The undersigned Registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145 (c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(2) The Registrant undertakes that every prospectus: (i) that is filed
pursuant to the paragraph (1) immediately preceding, or (ii) that purports to
meet the requirements of Section 10 (a) (3) of the Act and is used in connection
with an offering of securities subject to Rule 415, will be filed as a part of
an amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes 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.
(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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, the 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.
(e) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this Form S-4, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(f) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Post-Effective Amendment No. 1 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Indianapolis, State of Indiana, on February 2, 1998.
STANDARD MANAGEMENT CORPORATION
By: RONALD D. HUNTER
------------------------------------
Ronald D. Hunter
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 has been signed below by the following
persons in the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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RONALD D. HUNTER Chairman, President and February 2, 1998
- ----------------------------------------------------- Chief Executive Officer
Ronald D. Hunter
* Executive Vice President,
- ----------------------------------------------------- Chief Financial Officer,
Paul B. Pheffer Treasurer and Director
(Principal Financial
Officer)
* Senior Vice President --
- ----------------------------------------------------- Finance (Principal
Gerald R. Hochgesang Accounting Officer)
* Director
- -----------------------------------------------------
Raymond J. Ohlson
* Director
- -----------------------------------------------------
Edward T. Stahl
* Director
- -----------------------------------------------------
Stephen M. Coons
* Director
- -----------------------------------------------------
Martial R. Knieser
* Director
- -----------------------------------------------------
Ramesh H. Bhat
* Director
- -----------------------------------------------------
James C. Lanshe
* Director
- -----------------------------------------------------
Robert A. Borns
*By: RONALD D. HUNTER February 2, 1998
------------------------------------------------
Ronald D. Hunter
Attorney-in-Fact
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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2.1 Amended and Restated Agreement and Plan of Merger dated as
of December 9, 1997 among SMC, Standard Acquisition
Corporation ("SAC") and Savers Life (included in Annex A to
the Proxy Statement/Prospectus). Schedules to the Agreement
and Plan of Merger are omitted pursuant to Item 601(b)(2) of
Regulation S-K. SMC hereby agrees to furnish copies of such
Schedules to the SEC upon request.
3.1 Amended and Restated Articles of Incorporation of SMC, as
amended (incorporated by reference to SMC's Annual Report on
Form 10-K (File No. 0-20882) for the year ended December 31,
1995).
3.2 Amended and Restated Bylaws of SMC, as amended (incorporated
by reference to SMC's Registration Statement on Form S-1
(Registration No. 33-53370) as filed with the Commission on
January 27, 1993 and to Exhibit 3 of SMC's Quarterly Report
on Form 10-Q (File No. 0-20882) for the quarter ended
September 30, 1994).
4.1 Form of Senior Note Agreement Warrant (incorporated by
reference to SMC's Registration Statement on Form S-1
(Registration No. 33-53370)).
4.2 Form of Oppbridge Partners Warrant (incorporated by
reference to SMC's Registration Statement on Form S-1
(Registration No. 33-53370)).
4.3 Registration Rights Agreement, dated as of May 3, 1990 among
SMC, Howard T. Cohn and Joseph J. Piazza and the first
amendment thereto, dated June 4, 1990 (incorporated by
reference to SMC's Registration Statement on Form S-1
(Registration No. 33-53370)).
4.4 Amended and Restated Registration Rights Agreement dated as
of November 8, 1996 by and between SMC and Fleet National
Bank (incorporated by reference to SMC's Quarterly Report on
Form 10-Q (File No. 0-20882) for the quarter ended September
30, 1996).
4.5 Form of Fleet National Bank Warrant (incorporated by
reference to SMC's Quarterly Report on Form 10-Q (File No.
0-20882) for the quarter ended September 30, 1996).
4.6 Form of President's Club Warrant (incorporated by reference
to SMC's Annual Report on Form 10-K (File No. 0-20882) for
the year ended December 31, 1995).
4.7 Registration Rights Agreement dated as of November 8, 1996
by and between SMC and Great American Reserve Insurance
Company ("Great American Reserve") (incorporated by
reference to SMC's Quarterly Report on Form No. 0-20882) for
the quarter ended September 30, 1996.
4.8 Form of Sand Brothers & Company, Ltd. Warrant (incorporated
by reference to SMC's Annual Report on Form 10-K (File No.
0-20882) for the year ended December 31, 1996).
**5. Opinion of Stephen M. Coons regarding the legality of the
securities being registered.
**8. Opinion of Womble Carlyle Sandridge & Rice, PLLC regarding
certain federal income tax consequences of the Merger.
9. Voting Trust Agreement dated as of November 8, 1996 among
Delta Life and Annuity Company, Messrs. Ronald D. Hunter and
Allen O. Jones, Jr., as Voting Trustees, and SMC
(incorporated by reference to SMC's Registration Statement
on Form S-4 (Registration No. 333-35447)).
10.1 Amended Advisory Agreement, dated as of August 1, 1991,
between SMC and Conseco Capital Management, Inc., as
amended, April 17, 1995 (incorporated by reference to SMC's
Annual Report on Form 10-K (File No. 0-20882) for the year
ended December 31, 1995).
10.2 Second Amended and Restated Employment Contract by and
between SMC and Ronald D. Hunter, dated and effective, as
amended, April 3, 1995 (incorporated by reference to SMC's
Quarterly Report on Form 10-Q (File No. 0-20882) for the
quarter ended June 30, 1995).
10.3 Second Amended and Restated Employment Contract by and
between SMC and Edward T. Stahl, dated and effective, as
amended, April 3, 1995 (incorporated by reference to SMC's
Quarterly Report on Form 10-Q (File No. 0-20882) for the
quarter ended June 30, 1995).
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EXHIBIT NO. DESCRIPTION
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10.4 Second Amended and Restated Employment contract by and
between SMC and Raymond J. Ohlson, dated and effective, as
amended, April 3, 1995 (incorporated by reference to SMC's
Quarterly Report on Form 10-Q (File No. 0-20882) for the
quarter ended June 30, 1995).
10.5 First Amended and Restated Employment Contract by and
between SMC and Stephen M. Coons dated and effective, April
3, 1995 (incorporated by reference to SMC's Quarterly Report
on Form 10-Q (File No. 0-20882) for the quarter ended June
30, 1995).
10.6 Indemnification Agreement between SMC and Stephen M. Coons
and Coons & Saint, dated August 1, 1991 (incorporated by
reference to SMC's Registration Statement on Form S-1
(Registration No. 33-53370)).
10.7 Lease by and between Standard Life and WRC Properties, Inc.,
dated February 27, 1991 (incorporated by reference to SMC's
Registration Statement on Form S-1 (Registration No.
33-53370)).
10.8 Management Service Agreement between Standard Life and SMC
dated August 1, 1992, as amended on January 1, 1997
(incorporated by reference to SMC's Annual Report on Form
10-K (File No. 0-20882) for the year ended December 31,
1996).
10.9 Agreement for Assumption Reinsurance between the National
Organization Of Life and Health Insurance Guaranty
Associations and Standard Life, concerning, The Midwest Life
Insurance Company In Liquidation effective June 1, 1992
(incorporated by reference to SMC's Registration Statement
on Form S-1 (Registration No. 33-53370)).
10.10 Reinsurance Agreement between Standard Life and The
Mercantile and General Reinsurance Company Limited effective
May 1, 1975 (incorporated by reference to SMC's Registration
Statement on Form S-1 (Registration No. 33-53370)).
10.11 Reinsurance Agreement between Firstmark Standard Life
Insurance Company and The Mercantile and General Reinsurance
Company of America effective February 1, 1984 (incorporated
by reference to SMC's Registration Statement on Form S-1
(Registration No. 33-53370)).
10.12 Reinsurance Contract between First International and
Standard Life dated July 10, 1992 (incorporated by reference
to SMC's Registration Statement on Form S-1 (Registration
No. 33-53370)).
10.13 Renewal Promissory Note from Ronald D. Hunter to SMC in the
amount of $337,854 executed December 31, 1996 and due
December 31, 2001 (incorporated by reference to SMC's Annual
Report on Form 10-K (File No. 0-20882) for the year ended
December 31, 1996).
10.14 Management Service Agreement between Premier Life
(Luxembourg) and SMC dated September 30, 1994 (incorporated
by reference to SMC's Annual Report on Form 10-K (File No.
0-20882) for the year ended December 31, 1994).
10.15 Assignment of Management Contract dated October 2, 1995 of
Management Contract dated January 1, 1987 between DNC and
Dixie National Life to Standard Life (incorporated by
reference to SMC's Annual Report on Form 10-K (File No.
0-20882) for the year ended December 31, 1995).
10.16 Indemnity Reinsurance Agreement between Dixie National Life
and Crown Life Insurance Company dated and effective
September 30, 1992, and Amendment No. 1 as amended October
29, 1992; Amendment No. 2 as amended December 9, 1992;
Amendment No. 3 as amended February 11, 1993; Amendment No.
4 as amended June 29, 1993; Amendment No. 5 as amended
November 17, 1994; Amendment No. 6 as amended December 31,
1996 (the Agreement and Amendment Nos. 1 through 5 are
incorporated by reference to SMC's Annual Report on Form
10-K (File No. 0-20882) for the year ended December 31,
1995, and Amendment No. 6 is incorporated by reference to
SMC's Annual Report on Form 10-K (File No. 0-20882) for the
year ended December 31, 1996).
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
10.17 Automatic Indemnity Reinsurance Agreement between the First International and The Guardian Insurance &
Annuity Company, Inc. dated and effective January 1, 1996 (incorporated by reference to SMC's Annual
Report on Form 10-K (File No. 0-20882) for the year ended December 31, 1995).
10.18 Indemnity Retrocession Agreement the ("Guardian Indemnity Retrocession Agreement") between The
Guardian Insurance & Annuity Company, Inc. and Standard Life dated and effective January 1, 1996
(incorporated by reference to SMC's Annual Report on Form 10-K (File No. 2-20882) for the year ended
December 31, 1995).
10.19 Automatic Indemnity Reinsurance Agreement between The Guardian Insurance & Annuity Company, Inc. and
Standard Life dated and effective January 1, 1996 (incorporated by reference to SMC's Annual Report on
Form 10-K (File No. 0-20882) for the year ended December 31, 1995).
10.20 Administrative Services Agreement between First International and Standard Life dated and effective
March 18, 1996 (incorporated by reference to SMC's Annual Report on Form 10-K (File No. 0-20882) for
the year ended December 31, 1995).
10.21 Amended and Restated Revolving Line of Credit Agreement dated as of November 8, 1996 between SMC and
Fleet National Bank (incorporated by reference to SMC's Quarterly Report on Form 10-Q (File No.
0-20882) for the quarter ended September 30, 1996).
10.22 Note Agreement dated as of November 8, 1996 between SMC and Fleet National Bank in the amount of
$16,000,000 (incorporated by reference to SMC's Quarterly Report on Form 10-Q (File No. 0-20882) for
the quarter ended September 30, 1996).
10.23 Amended and Restated Pledge Agreement dated as of November 8, 1996 between SMC and Fleet National Bank
(incorporated by reference to SMC's Quarterly Report on Form 10-Q (File No. 0-20882) for the quarter
ended September 30, 1996).
10.24 Revised Service Contract Agreement dated as of October 16, 1995 and effective January 1, 1995 between
Standard Life and Standard Marketing (incorporated by reference to SMC's Annual Report on Form 10-K
(File No. 0-20882) for the year ended December 31, 1995).
10.25 Amended and Restated Note Agreement dated as of November 8, 1996, as amended and restated on June 30,
1997, by and between SMC and Great American Reserve in the amount of $4,371,573 (incorporated by
reference to SMC's Quarterly Report on Form 10-Q (File No. 0-20882) for the quarter ended June 30,
1997).
10.26 Amended and Restated Senior Subordinated Convertible Note dated as of November 8, 1996, as amended and
restated on June 30, 1997, by and between SMC and Great American Reserve in the amount of $4,371,573
(incorporated by reference to SMC's Quarterly Report on Form 10-Q (File No. 0-20882) for the quarter
ended June 30, 1997).
10.27 Surplus Debenture dated as of November 8, 1996 by and between SMC and Standard Life in the amount of
$13,000,000 (incorporated by reference to SMC's Quarterly Report on Form 10-Q (File No. 0-20882) for
the quarter ended September 30, 1996).
10.28 Portfolio Indemnify Reinsurance Agreement between Dixie National Life and Cologne Life Reinsurance
Company dated and effective December 31, 1996 (incorporated by reference to SMC's Annual Report on
Form 10-K (File No. 0-20882) for the year ended December 31, 1996).
10.29 Note Agreement dated as of June 30, 1997 between SMC, Capitol American Life Insurance Company and
Transport Life Insurance Company in the amount of $5,628,427 (incorporated by reference to SMC's
Quarterly Report on Form 10-Q (File No. 0-20882) for the quarter ended June 30, 1997).
10.30 Senior Subordinated Convertible Note dated as of June 30, 1997 between SMC and Capitol American Life
Insurance Company in the amount of $3,628,427 (incorporated by reference to SMC's Quarterly Report on
Form 10-Q (File No. 0-20882) for the quarter ended June 30, 1997).
</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
10.31 Senior Subordinated Convertible Notes dated as of June 30, 1997 between SMC and Transport Life
Insurance Company in the amount of $2,000,000 (incorporated by reference to SMC's Quarterly Report on
Form 10-Q (File No. 0-20882) for the quarter ended June 30, 1997).
10.32 Coinsurance Agreement effective as of July 1, 1997 by and between Savers Life and World Insurance
Company (incorporated by reference to SMC's Registration Statement on Form S-4 (Registration No.
333-35447)).
10.33 Amendment I to the Guardian Indemnity Retrocession Agreement effective as of January 1, 1996 by and
between The Guardian Insurance and Annuity Company and Standard Life (incorporated by reference to
SMC's Registration Statement on Form S-4 (Registration No. 333-35447)).
10.34 Promissory Note from Ronald D. Hunter to SMC in the amount of $775,500 executed October 28, 1997
(incorporated by reference to SMC's Quarterly Report on Form 10-Q (File No. 0-20882) for the quarter
ended September 30, 1997).
11. Statement regarding computation of per share earnings (incorporated by reference to SMC's Annual
Report on Form 10-K (File No. 0-20882) for the year ended December 31, 1996).
21. List of Subsidiaries of SMC (incorporated by reference to SMC's Annual Report on Form 10-K (File No.
0-20882) for the year ended December 31, 1996).
**23.1 Consent of Ernst & Young LLP.
**23.2 Consent of KPMG Audit.
*23.3 Consent of D.E. Gatewood and Company.
23.4 Consent of Stephen M. Coons (included in Exhibit 5).
23.5 Consent of Womble Carlyle Sandridge & Rice, PLLC (included in Exhibit 8).
**24. Powers of Attorney.
**99.1 Form of Proxy to be mailed to the stockholders of SMC.
**99.2 Form of Proxy to be mailed to the stockholders of Savers Life.
**99.3 Form of Election to be mailed to the stockholders of Savers Life.
</TABLE>
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* Filed herewith.
** Previously filed.
<PAGE> 1
EXHIBIT 23.3
INDEPENDENT AUDITOR'S CONSENT
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated March 7, 1997, except for Note 16, as to which the
date is January 26, 1998, with respect to the financial statements of Savers
Life Insurance Company, included in the Joint Proxy Statement/Prospectus that is
contained in this Registration Statement on Form S-4 of Standard Management
Corporation for the registration of shares of its common stock.
D. E. GATEWOOD AND COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
Winston-Salem, North Carolina
January 26, 1998
