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 earliest event reported) June 18, 1997
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Security-Connecticut Corporation
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(Exact name of registrant as specified in its chapter)
Delaware 001-12746 06-1383088
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
20 Security Drive
Avon, Connecticut 06001
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (860) 677-8621
(Former name or former address, if changed since last report) Not Applicable
The Exhibit Index is located on Page 4
Page 1 of 8 Pages
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Item 5. Other Events
On June 18, 1997, Security-Connecticut Corporation and ReliaStar Financial
Corp. issued a joint press release, a copy of which is attached as Exhibit 99.1
and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
c. The following exhibits are filed with this report:
99.1 Press Release, dated June 18, 1997, issued by
Security-Connecticut Corporation and ReliaStar Financial Corp.
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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 hereto duly authorized.
SECURITY-CONNECTICUT CORPORATION
DATED: June 18, 1997 By: /s/ Robert J. Voight
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Name: Robert J. Voight
Title:Executive Vice President
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EXHIBIT INDEX
Page in
Sequentially
Exhibit Numbered
Number Description Copy
99.1 Press Release, dated June 18, 1997, issued by
Security-Connecticut Corporation and ReliaStar Financial Corp. 5
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EXHIBIT 99.1
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For Immediate Release
June 18, 1997
Media
Contacts: Ruth Weber Kelley -- ReliaStar
(612) 372-5628
Mark Robinson -- Security-Connecticut
(860) 679-6838
Investor
Contacts: Karin E. Glasgow -- ReliaStar
(612) 342-3979
Charlene H. Fischler, CFA -- Security Connecticut
(860) 674-7686
RELIASTAR AND SECURITY-CONNECTICUT REACH AGREEMENT
ON PENDING ACQUISITION
MINNEAPOLIS -- ReliaStar Financial Corp. (NYSE:RLR) and
Security-Connecticut Corp. (NYSE: SRC) announced today that the two companies
have reached a further agreement regarding the pending acquisition of
Security-Connecticut by ReliaStar.
On Feb. 24, 1997, the companies announced a merger whereby
Security-Connecticut would be merged into ReliaStar in a stock-for-stock
transaction, with the final exchange ratio to be determined based on the average
closing price of ReliaStar common stock during the 20-day trading period
preceding the date on which all conditions to the merger have been satisfied or
waived (the "Exchange Price").
In the event that the Exchange Price exceeds $64.30, the merger agreement
provides that the exchange ratio shall be .7749, unless Security-Connecticut has
taken affirmative action to designate an exchange ratio equal to the quotient
obtained by dividing $49.83 by the Exchange Price. In the event that
Security-Connecticut fails to designate the lower exchange ratio, the merger
agreement gives ReliaStar the right to elect whether to proceed with the
transaction or terminate the merger agreement.
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RELIASTAR AND SECURITY-CONNECTICUT REACH AGREEMENT 2-2-2
The companies said that, based upon the recent closing prices of ReliaStar
common stock, it is probable that the Exchange Price will exceed $64.30.
ReliaStar has advised Security-Connecticut that if the Exchange Price exceeds
$64.30, it will exercise its right to terminate the agreement unless
Security-Connecticut designates the lower exchange ratio. The Board of Directors
of Security-Connecticut has indicated that, provided the last required condition
to the merger has been satisfied on June 24, 1997, it expects to designate the
lower exchange ratio and to declare a special cash dividend of $0.67 per
outstanding share of Security-Connecticut common stock prior to the closing.
ReliaStar has indicated that it is willing to consent to the declaration and
payment of this special cash dividend, which would effectively increase the
total transaction value to $50.50 per outstanding share of Security-Connecticut
common stock ($49.83 in ReliaStar common stock (assuming the then-current value
of such stock equals the Exchange Price) plus a $0.67 special cash dividend). In
the event that the last required condition to the merger is not satisfied on
June 24, 1997, the Security-Connecticut Board has indicated that it will
reconsider its position in light of all of the facts and circumstances existing
at that time. ReliaStar said that it has yet to receive the approvals of the New
York Insurance Department and the shareholders of Security-Connecticut, which
are the only remaining conditions that have yet to be satisfied.
Security-Connecticut's shareholders are scheduled to vote on the merger at a
special meeting scheduled for 10:30 a.m. (EDT) on June 24, 1997. ReliaStar said
it expects to receive the approval of the New York Insurance Department prior to
the special meeting.
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RELIASTAR AND SECURITY-CONNECTICUT REACH AGREEMENT 3-3-3
Security-Connecticut Corp. is a holding company for Security-Connecticut
Life Insurance Co. and Lincoln Security Life Insurance Co., which specialize in
life insurance and annuity products sold through a network of independent
general agencies and more than 50,000 independent life insurance agents
throughout the United States.
ReliaStar Financial Corp. is a Minneapolis-based holding company dedicated
to forming lifetime partnerships with its customers. It provides individuals and
institutions with life insurance and annuities, employee benefits, reinsurance,
retirement plans, mutual funds, residential mortgages and personal finance
education. The company, which was founded in 1885, is the twelfth largest
publicly held life insurance holding company in the United States. ReliaStar has
more than $19 billion in assets under management and life insurance in force of
$198 billion.
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