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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) February 29, 1996
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C.M. Life Insurance Company
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(Exact Name of Registrant as Specified in Its Charter)
Connecticut
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(State or Other Jurisdiction of Incorporation)
06-1041383
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(Commission File Number) (I.R.S. Employer ID No.)
140 Garden Street, Hartford, Connecticut 06154
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(Address of Principal Executive Offices) (Zip Code)
(203) 987-6500
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(Registrant's Telephone Number, Including Area Code)
None
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(a) Effective February 29, 1996 at 11:59 pm, the Registrant's sole shareholder,
Connecticut Mutual Life Insurance Company ("Connecticut Mutual"), was merged
with and into Massachusetts Mutual Life Insurance Company ("MassMutual"), with
MassMutual as the surviving company (the "Surviving Company"). Upon
consummation of the merger, the existence of Connecticut Mutual ceased, and the
Surviving Company became the sole shareholder of the Registrant. The merger was
effected pursuant to an Agreement and Plan of Merger dated as of September 13,
1995 and amended as of December 13, 1995 (the "Merger Agreement"). The Merger
Agreement was approved by the Connecticut Department of Insurance and the
Massachusetts Division of Insurance. Consummation of the merger was also
subject to, among other things, approval by MassMutual insureds, MassMutual
policyholders, Connecticut Mutual members, and Connecticut Mutual policyholders.
The Board of Directors of the Surviving Company consists of twenty-three
directors. Fourteen of the directors were designated by MassMutual, including
Thomas B. Wheeler, MassMutual's President and Chief Executive Officer; and nine
of the directors were designated by Connecticut Mutual, including David E. Sams,
Jr., the President and Chief Executive Officer of Connecticut Mutual and
Chairman of the Connecticut Mutual board of directors. Mr. Wheeler is Chairman
of the Board and Chief Executive Officer of the Surviving Company, and Mr. Sams
is President and Chief Operating Officer of the Surviving Company. MassMutual
insureds, MassMutual policyholders, Connecticut Mutual members, and Connecticut
Mutual policyholders have substantially the same rights and privileges with
respect to the Surviving Company as they did with respect to MassMutual or
Connecticut Mutual, as applicable, prior to the merger. Mr. Sams will continue
to serve as a director and president of the Registrant following the merger.
It is anticipated that the Registrant, a Connecticut-domiciled stock life
insurance company, will continue to be domiciled in Connecticut. The Merger
Agreement provides that following the merger, MML Bay State Life Insurance
Company, a Missouri stock life insurance company and a wholly-owned indirect
subsidiary of MassMutual ("MML Bay State") will seek to redomesticate in the
State of Connecticut, and that the business operations of the Registrant and MML
Bay State will be consolidated; provided, however, that if (i) the Surviving
Company is unable to obtain, on a timely basis, any required regulatory
approvals, including any approvals that may be required under applicable state
insurance laws and the expiration of any required waiting period under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended, or (ii) because of
legal, tax or accounting issues, the Surviving Company determines that such
actions would not be in its best interests, the Surviving Company will pursue in
good faith other strategic alternatives intended to preserve and develop the
business of the Registrant as a subsidiary of the Surviving Company in the State
of Connecticut.
(b) Not applicable.
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SIGNATURES
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.
C.M. Life Insurance Company
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(Registrant)
DATE: March 13, 1996 BY: /s/ David E. Sams
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David E. Sams
Director & President
/s/ J. Brinke Marcuccilli,
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J. Brinke Marcuccilli,
Director & Chief Financial
Officer
