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UNITED STATES
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: AUGUST 1, 2000
(DATE OF EARLIEST EVENT REPORTED)
Commission File Number 1-11422
SOUTHWESTERN LIFE HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 13-3543540
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
717 North Harwood Street 75201
DALLAS, TEXAS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Registrant's telephone number, including area code: (214) 954-7111
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ITEM 5. OTHER EVENTS
Steve R. Johnson resigned from his positions as a Director, President
and Chief Operating Officer of the Company effective as of August 1, 2000, in
order to pursue other interests. In connection with his resignation, the Company
entered into a Separation Agreement with Mr. Johnson providing that he will
receive certain severance benefits, which include continuation of base salary
for a period of six (6) months from and after termination of employment, in
exchange for certain commitments regarding future activities. Bernard Rapoport,
current Chairman and Chief Executive Officer of the Company, will assume the
position of President of the Company.
The description of the Separation Agreement above does not purport to
be complete and is qualified in its entirety by reference to the Separation
Agreement, which is filed as an exhibit to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Separation Agreement dated as of August 1, 2000.
99.1 Press Release dated August 7, 2000
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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.
SOUTHWESTERN LIFE HOLDINGS, INC.
BY:/S/JAMES L. YOUNG
-----------------------------
James L. Young
Vice President and General Counsel
Date: August 7, 2000
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EXHIBIT 10.1
SEPARATION AGREEMENT
THIS SEPARATION AGREEMENT (the "Separation Agreement") is made and entered into
as of the 1st day of August, 2000, by and between Steve R. Johnson (the
"Executive"), a resident of Dallas County, Texas, and Southwestern Life
Holdings, Inc. (the "Company"), a Delaware corporation the principal executive
offices of which are located in Dallas County, Texas.
WITNESSETH:
WHEREAS, the Executive has served as President and Chief Operating Officer of
the Company and its affiliates and subsidiaries pursuant to that certain
Employment Agreement effective as of June 13, 2000 by and between the Executive
and the Company (the "Employment Agreement");
WHEREAS, the Executive has also served as a Director of the Company and its
affiliates and subsidiaries;
WHEREAS, the Executive has elected to resign from all of his positions, offices
and employment with the Company and its affiliates and subsidiaries;
WHEREAS, the Company has elected to accept the resignation of the Executive from
all of his positions, offices and employment with the Company and its affiliates
and subsidiaries; and
WHEREAS, the Executive and the Company have reached agreement on the terms and
conditions upon which the Executive's resignation will be tendered and accepted;
NOW, THEREFORE, in consideration of the premises and the mutual promises and
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Executive and the
Company, intending to be legally bound hereby, agree as follows:
1. RESIGNATION. The Executive hereby resigns from (i) his position as a member
of the Company's Board of Directors, (ii) his office and employment as the
Company's President and Chief Operating Officer, and (iii) all other
positions, offices and employment with the Company and its affiliates and
subsidiaries (including, without limitation, all positions as a Director of
the Company's affiliates and subsidiaries). All such resignations shall be
hereinafter collectively referred to as the "Resignation". The Resignation
shall be effective as of August 1, 2000 (the "Resignation Date"). The
Company hereby accepts the Resignation and relieves the Executive of all of
his duties effective on and as of the Resignation Date. The Executive shall
execute and deliver to the Company, and the Company shall accept, a letter
advising of the Resignation in form substantially identical to the form of
letter attached to and incorporated within this Separation Agreement as
Exhibit "A".
2. CERTAIN CONSEQUENCES OF RESIGNATION. The Executive and the Company
stipulate and agree that the Resignation is tendered voluntarily by the
Executive pursuant to article II, section 8(a) of the Employment Agreement.
Notwithstanding any provision to the contrary contained in the Employment
Agreement, as a result of tendering the Resignation the Executive:
(a) shall be entitled to receive the Basic Salary (as defined in the
Employment Agreement) set forth in article II, section 3(a) of
the Employment Agreement through and including August 15, 2000
(the "Payroll Termination Date"), after which date the Executive
shall have no further right to receive any form of salary, bonus,
stock, stock option or other fixed or contingent compensation
from the Company except as expressly provided in this Separation
Agreement;
(b) shall retain any and all rights and interest existing as of the
Payroll Termination Date in, to and under 401(k), pension, profit
sharing, medical insurance, life insurance, vacation and other
employee benefit
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plans (collectively, the "Benefit Plans") maintained by the
Company in which the Executive was participating or by which the
Executive was covered on and as of the Resignation Date, to the
extent of and subject to the express provisions of any and all
such Benefit Plans and applicable law, including, without
limitation, provisions concerning termination of any or all such
rights or interest as a result of termination of employment with
the Company, provided that (i) the Executive shall be entitled to
remain covered under the Company's existing medical insurance
employee benefit plan for six (6) consecutive months from and
after the Payroll Termination Date without regard to any
provision to the contrary contained in such plan and (ii) the
Executive shall be entitled to receive payment from the Company
for six (6) weeks of accrued but unused vacation time under the
Company's existing vacation employee benefit plan without regard
to any provision to the contrary contained in such plan;
(c) shall be vested on and as of the Payroll Termination Date in one
hundred percent (100%) of the Option Shares (as defined in the
Employment Agreement) pursuant to article I, section 2(c) of the
Employment Agreement as if the Executive's employment with the
Company had been terminated without good cause effective as of
the Payroll Termination Date, provided that all terms,
conditions, limitations, restrictions and requirements contained
in the Employment Agreement relating to the Executive's right to
acquire the Option Shares pursuant to the Employment Agreement,
including, without limitation, the limitations on exercise and
the expiration and termination provisions contained in article I,
section 2(d) of the Employment Agreement, shall apply to the
Executive's right to obtain the Option Shares as if the
Executive's employment with the Company had been terminated
without good cause effective as of the Payroll Termination Date;
(d) shall be entitled to receive the considerations set forth in
article II, section 8(c) of the Employment Agreement as if the
Executive's employment with the Company had been terminated by
the Company without good cause effective as of the Payroll
Termination Date; and
(e) shall comply with and be and remain subject to the requirements
of section 10, section 11 and section 12 of article II of the
Employment Agreement, which the Executive and the Company intend
shall remain in full force and effect notwithstanding the
Resignation, provided that the period of time following
termination of employment with the Company during which the
Executive is prohibited from engaging in certain activities and
behaviors pursuant to article II, section 11(b) of the Employment
Agreement is hereby extended from six (6) months to twelve (12)
months from and after the Resignation Date.
3. ADDITIONAL COVENANT. The Executive agrees that, in addition to and not in
lieu of complying with the requirements of section 10 and section 11 of
article II of the Employment Agreement as provided in section 2 of this
Separation Agreement, for a period of twelve (12) consecutive months from
and after the Resignation Date he will not, directly or indirectly, and
will not request or permit any other party acting directly or indirectly in
his behalf to, without first obtaining the Company's written consent,
solicit, recruit, induce or otherwise encourage in any manner any person
currently appointed to represent any insurance company affiliate or
subsidiary of the Company to cease, reduce, redirect, limit or otherwise
restrict in any manner the submission of applications for insurance
coverage to such insurance company affiliate or subsidiary or to any other
insurance company affiliate or subsidiary of the Company.
4. SPECIFIC PERFORMANCE. The Executive stipulates and agrees that damages at
law will be an insufficient and inadequate remedy to the Company if the
Executive violates the terms of section 10 or section 11 of article II of
the Employment Agreement or section 2 or section 3 of this Separation
Agreement and that the Company will suffer irreparable harm and damage as a
result of any such violation. Accordingly, the Executive stipulates and
agrees that, upon application to a court of competent jurisdiction and
without posting any form of bond or other security, the Company shall be
entitled to obtain injunctive or other equitable relief to enforce the
provisions of any or all of section 10 or section 11 of article II of the
Employment Agreement or section 2 or section 3 of this Separation
Agreement, which relief shall be awarded in addition to and not in lieu of
any and all other rights and remedies available to the Company of any type,
nature or description. The Executive agrees to pay to the Company all costs
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and expenses incurred by the Company relating to enforcement of the
provisions of any or all of section 10 or section 11 of article II of the
Employment Agreement or section 2 or section 3 of this Separation
Agreement, including, without limitation, reasonable fees and disbursements
of counsel, court costs, alternative dispute resolution costs and costs of
settlement (both at or in connection with trial and at or in connection
with appellate proceedings).
5. RELEASE. The Executive hereby releases and holds harmless the Company from
any and all liabilities, obligations, claims, demands, charges and damages
based upon, relating to or arising out of any federal, state or local laws
regarding discrimination in employment based on race, gender, religion,
national origin, age or disability; provided, however, that the Executive
does not release or hold harmless the Company from any liability or
obligation arising pursuant to the express terms of this Separation
Agreement or pursuant to the express terms of any of the Benefit Plans.
6. AMENDMENTS; WAIVERS. This Separation Agreement may not be amended or
modified, and no provision contained herein may be waived, except as
evidenced by a written instrument executed and delivered by both the
Executive and the Company in the case of an amendment or modification and
by the party waiving in the case of a waiver. The waiver by the Company of
a breach of any of the provisions of this Separation Agreement by the
Executive shall not be construed as a waiver of any subsequent breach by
the Executive of the same or any other provision of this Separation
Agreement.
7. BINDING EFFECT; ASSIGNMENT. The respective rights and obligations of the
Executive and the Company under this Separation Agreement shall inure to
the benefit of and shall be binding upon the respective estates, heirs,
beneficiaries, executors, administrators, legal representatives, successors
and permitted assigns of the Executive and the Company. The rights and
obligations of the Executive under this Separation Agreement may not be
sold, assigned, transferred, pledged, hypothecated or delegated in any
manner without the Company's prior written consent, and any such sale,
assignment, transfer, pledge, hypothecation or delegation attempted without
the prior written consent of the Company shall be void and of no effect.
8. ENTIRE AGREEMENT. This Separation Agreement and the Employment Agreement
together constitute and contain the entire agreement and understanding
between the Executive and the Company concerning the matters addressed
herein and supersede all prior agreements and understandings, whether oral
or written, with respect to the subject matter hereof.
9. CHOICE OF LAW; VENUE; SERVICE OF PROCESS. THIS SEPARATION AGREEMENT SHALL
BE INTERPRETED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE
STATE OF TEXAS, WITHOUT APPLICATION OF OR REGARD TO ANY PROVISION OF TEXAS
LAW OR THE LAW OF ANY OTHER STATE OR JURISDICTION WHICH WOULD OR COULD
SUBJECT THIS SEPARATION AGREEMENT TO THE LAW OF ANY OTHER STATE OR
JURISDICTION. THE EXCLUSIVE VENUE FOR ANY ACTION, SUIT OR OTHER LEGAL
PROCEEDING BASED UPON, RELATING TO OR ARISING OUT OF THIS SEPARATION
AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION
LOCATED IN DALLAS COUNTY, TEXAS. Legal notice or process given or issued in
connection with any action, suit or other legal proceeding based upon,
relating to or arising out of this Separation Agreement may be delivered to
either the Executive or the Company in the manner specified in section 12
of this Separation Agreement, and such delivery shall be and constitute
valid, lawful and binding delivery of notice or service of process on
either the Executive or the Company, as the case may be, without the
necessity for delivery of notice or service of process by any other means
provided by statute or rule.
10. HEADINGS. The headings used to identify the various sections of this
Separation Agreement are inserted for convenience of reference only and
shall not affect the meaning, construction or interpretation of this
Separation Agreement.
11. VALIDITY AND ENFORCEABILITY. Any provision or portion thereof contained in
this Separation Agreement which is determined by a court of competent
jurisdiction to be invalid or unenforceable shall be ineffective to the
extent, but only to the extent, of such invalidity or unenforceability and
the remainder of this Separation Agreement shall be and remain valid,
binding and enforceable in all respects as if such invalid or unenforceable
provision or portion thereof had not been contained herein or therein. In
particular, the parties agree that, wherever possible, any and all
provisions contained in this Separation Agreement shall be construed in
favor
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of the validity, binding nature and enforceability of same and that any
court considering the validity, binding nature or enforceability of any
provision or portion thereof contained in this Separation Agreement
(including, without limitation, consideration of reasonableness of time and
geographic scope of restrictions on the Executive's conduct and activities
imposed by covenants contained herein) shall have the power to and shall
modify and enforce such provision or portion thereof in any manner that
such court deems to be consistent with applicable law and necessary in
order to preserve the validity, binding nature and enforceability of such
provision or portion thereof.
12. NOTICE. All notices required or permitted under this Separation Agreement
shall be in writing and shall be deemed to have been duly given when
received if personally delivered, when transmitted if transmitted by
telecopier or other electronic transmission method, one (1) working day
after being sent if sent by recognized expedited delivery service, and five
(5) days after being sent if sent by United States first class certified
mail, return receipt requested and postage prepaid. In each case any such
notice shall be directed to the party to receive same at the address set
forth below or at such other address as such party may specify by notice
delivered in the manner set forth in this section 12:
Company: Southwestern Life Holdings, Inc.
Attention: Chairman of the Board or General Counsel
717 North Harwood
Dallas, Texas 75201
Telecopier: 214/954-7906
Executive: Steve R. Johnson
The Park at Turtle Creek
3355 Blackburn, #4405
Dallas, Texas 75204
Telecopier: _________________
13. SUPREMACY OF INSTRUMENT. This Separation Agreement shall amend, modify,
govern and control the Employment Agreement as and to the extent that this
Separation Agreement conflicts or is inconsistent with the Employment
Agreement.
14. MULTIPLE COUNTERPARTS; EXECUTION AND DELIVERY BY TELECOPIER. This
Separation Agreement may be executed and delivered in any number of
identical counterparts, each of which shall constitute an original but all
of which together shall constitute one and the same instrument. This
Separation Agreement may be executed and delivered by facsimile
transmission directed to the telecopier numbers of the respective parties
to this Separation Agreement set forth in section 12 hereof or otherwise
designated in accordance with such section, and each party to this
Separation Agreement may rely upon execution and delivery of this
Separation Agreement accomplished by facsimile transmission in accordance
with this section 14 to the same extent as if this Separation Agreement had
been executed and physically delivered.
15. OPPORTUNITY TO CONSULT WITH COUNSEL. The Executive hereby represents and
acknowledges to the Company that the Executive has been afforded a full and
fair opportunity to consult with legal counsel of his choosing concerning
the Resignation, his rights under the Employment Agreement, the meaning and
effect of this Separation Agreement and such other matters as he and such
legal counsel, if any, may have deemed relevant. Further, the Executive
hereby represents and acknowledges to the Company that the Executive and
his legal counsel, if any, have been afforded a full and fair opportunity
to participate in the negotiation, drafting and revision of this Separation
Agreement. Finally, the Executive hereby represents and warrants to the
Company that the Executive has tendered the Resignation and has entered
into this Separation Agreement freely and voluntarily, has relied solely
upon himself and the advice of his legal counsel, if any, in such regard
and has not relied upon any inducement or representation of or on behalf of
the Company other than those inducements or representations of the Company,
if any, expressly set forth in this Separation Agreement.
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IN WITNESS WHEREOF, the Executive and the Company have caused this Separation
Agreement to be duly executed and delivered, in the case of the Company by an
officer of the Company thereunto duly authorized, to be effective as of the date
first written above.
EXECUTIVE:
/s/Steve R. Johnson
-----------------------------
Steve R. Johnson
COMPANY:
SOUTHWESTERN LIFE HOLDINGS, INC.
By:/s/Bernard Rapoport
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Bernard Rapoport
Chairman & Chief Executive Officer
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EXHIBIT "A" TO SEPARATION AGREEMENT DATED AS OF AUGUST 1, 2000
FORM OF RESIGNATION LETTER
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Southwestern Life c/o Southwestern Financial
Holdings, Inc. Service Corporation
717 North Harwood Street
Dallas, Texas 75201-6538
August 7, 2000
Mr. Bernard Rapoport
Chairman of the Board of Directors
Southwestern Life Holdings, Inc.
c/o Southwestern Financial Services Corporation
717 N. Harwood Street
Dallas, Texas 75201
RE: Resignation from Director and Officer Positions
Dear Mr. Rapoport:
This will confirm that, on and as of August 1, 2000, I resigned from my position
as a member of the Southwestern Life Holdings, Inc. ("Company") Board of
Directors, from my office as the Company's President and Chief Operating Officer
and from any and all other positions and offices I held with the Company. I also
resigned, on and as of August 1, 2000, from any and all director, officer and
other positions I held with any of the Company's affiliates and subsidiaries,
including, but not limited to: Southwestern Financial Services Corporation,
Southwestern Life Insurance Company, Pacific Life and Accident Insurance
Company, K.B. Management, L.L.C., Marketing One Financial Corporation, Alliance
Resources, Inc., BGFRTS, L.C., GSSW Limited Partnership, GSSW-REO Ownership
Corporation, I.C.H. Funding Corp., K.B. Investment, L.L.C., Marketing One, Inc.,
Marketing One of Alabama, Inc., Marketing One Securities, Inc., PennCorp
Financial Services, Inc., PennCorp Occidental Corporation, Premier One, Inc.,
Quail Creek Recreation, Inc., Quail Creek Homes, Inc., ROP Financial Group,
Inc., ROP, Inc., Saddlecreek Enterprises, L.L.C., and SW Houston Hotel, Ltd.
Sincerely,
/s/Steve R. Johnson
Steve R. Johnson
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EXHIBIT 99.1
Monday, August 7, 2000
(Dallas) - Steve R. Johnson has resigned from his position as President of
Southwestern Life Holdings, Inc. ("SWLH"). His office will be assumed by Bernard
Rapoport, current Chairman and Chief Executive Officer of the company. In
connection with these changes, Jana Sappenfield is being appointed to the
position of Executive Vice President and Chief Operating Officer.
Mr. Johnson intends to pursue formation of an insurance marketing company.
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