SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
THE SECURITIES ACT OF 1934
AMENDMENT NO. 1
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SECURITY-CONNECTICUT CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 06-1383088
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
20 SECURITY DRIVE
AVON, CONNECTICUT 06001-4237
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(Address of principal executive offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Share Purchase Rights New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On February 23, 1997, Security-Connecticut Corporation (the "Company") and
ReliaStar Financial Corp. ("ReliaStar") entered into an Agreement and Plan of
Merger (the "Merger Agreement"), providing, among other things, for the merger
(the "Merger") of the Company with and into ReliaStar.
On June 18, 1997, in connection with the Merger Agreement, the Company executed
Amendment No. 2 (the "Rights Amendment") to the Rights Agreement (the "Rights
Agreement"), dated as of February 16, 1995, between the Company and American
Stock Transfer and Trust Company, as successor Rights Agent (the "Rights
Agent"). The Rights Amendment provides that (i) ReliaStar will not become an
Acquiring Person as a result of the consummation of the transactions
contemplated by the Merger Agreement, (ii) no Stock Acquisition Date or
Distribution Date will occur as a result of the consummation of the transactions
contemplated by the Merger Agreement, and (iii) issued and outstanding rights
under the Rights Agreement are exercisable prior to the earliest of (A) the
close of business on February 16, 2005 (the "Final Expiration Date"), (B) the
time at which the Rights are redeemed as provided in Section 23 hereof (the
"Redemption Date"), (C) the time at which such Rights are exchanged as provided
in Section 24 hereof or (D) the effective date of the Merger.
SUMMARY OF RIGHTS
On February 16, 1995, the Board of Directors of the Company declared a dividend
of one preferred share purchase right (a "Right") for each outstanding share of
common stock, par value $.01 per share of the Company (the "Common Stock"). The
dividend was payable on March 6, 1995 (the "Record Date") to the stockholders of
record on that date. Each Right entitles the registered holder to purchase from
the Company one one-hundredth of a share of Series A Junior Participating
Preferred Stock, par value $.01 per share (the "Preferred Shares") of the
Company at a price of $85 per one one-hundredth of a Preferred Share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in the Rights Agreement.
Until the earlier to occur of (i) 10 days following a public announcement that a
person or group of affiliated or associated persons (an "Acquiring Person") have
acquired beneficial ownership of 15% or more of the outstanding Common Stock or
(ii) 10 business days (or such later date as may be determined by action of the
Board of Directors prior to such time as any person or group of affiliated
persons becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 15% or more of the outstanding shares of Common Stock (the earlier of
such dates being called the "Distribution Date"), the Rights will be evidenced,
with respect to any of the Common Stock certificates outstanding as of the
Record Date, by such Common Stock certificate together with a copy of this
Summary of Rights.
The Rights Agreement provides that, until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights will be transferred with and
only with the shares of Common Stock. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Stock certificates issued
after the Record Date upon transfer or new issuances of Common Stock will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Stock outstanding as of
the Record Date, even without such notation or transfer of the Rights associated
with the shares of Common Stock represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights.
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The Rights are not exercisable until the Distribution Date. The Rights will
expire on the earlier of February 16, 2005 or immediately prior to the effective
time of the Merger, unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company, in each case as
described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then-current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights are also subject to adjustment in the event of
a stock split of the Common Stock or a stock dividend on the Common Stock
payable in Common Stock or subdivisions, consolidations or combinations of the
Common Stock occurring, in any such case, prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be redeemable.
Each Preferred Share will be entitled to a minimum preferential quarterly
dividend payment of $1 per share but will be entitled to an aggregate dividend
of 100 times the dividend declared per share of Common Stock. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share but will be entitled to an
aggregate payment of 100 times the payment made per share of Common Stock. Each
Preferred Share will have 100 votes, voting together with the Common Stock.
Finally, in the event of any merger, consolidation or other transaction in which
shares of Common Stock are exchanged, each Preferred Share will be entitled to
receive 100 times the amount received per share of Common Stock. These rights
are protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend, liquidation and voting
rights, the value of the one one-hundredth interest in a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
share of Common Stock.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, proper provision shall be made so that each holder
of a Right, other than Rights beneficially owned by the Acquiring Person (which
will thereafter be void), will thereafter have the right to receive upon
exercise of the Right at the then current exercise price of the Right, that
number of shares of Common Stock having a market value of two times the exercise
price of the Right.
In the event that, after a person or group has become an Acquiring Person, the
Company is acquired in a merger or other business combination transaction or 50%
or more of its consolidated assets or earning power are sold, proper provision
will be made so that each holder of a Right (other than Rights beneficially
owned by an Acquiring Person which will have become void) will thereafter have
the right to receive, upon the exercise thereof of the Right at the then current
exercise price of the Right, that number of shares of common stock of the person
with whom the Company has engaged in the foregoing transaction which number of
shares at the time of such transaction will have a market value of two times the
exercise price of the Right.
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At any time after any person or group becomes an Acquiring Person and prior to
the acquisition by such person or group of 50% or more of the outstanding Common
Stock or the occurrence of an event described in the preceding paragraph, the
Board of Directors of the Company may exchange the Rights (other than Rights
owned by such person or group which will have become void), in whole or in part,
at an exchange ratio of one share of Common Stock, or one one-hundredth of a
Preferred Share (or of a share of a class or series of the Company's preferred
stock having equivalent rights, preferences and privileges), per Right (subject
to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be required
until cumulative adjustments require an adjustment of at least 1% in such
Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
At any time prior to the time an Acquiring Person becomes such, the Board of
Directors of the Company may redeem the Rights in whole, but not in part, at a
price of $.01 per Right (the "Redemption Price"). The redemption of the Rights
may be made effective at such time, on such basis and with such conditions as
the Board of Directors in its sole discretion may establish. Immediately upon
any redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price.
For so long as Rights are then redeemable, the Company may, except with respect
to the redemption price, amend the Rights in any manner. After the Rights are no
longer redeemable the Company may amend the Rights in any manner that does not
adversely affect the interests of holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no rights as
a stockholder of the Company, including, without limitation, the right to vote
or to receive dividends.
ITEM 2. EXHIBITS
1. Rights Agreement, dated as of February 16, 1995, between the Company and the
First National Bank of Boston, which includes the Certificate of Designations
for the Series A Junior Participating Preferred Stock as Exhibit A, the form of
Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred
Shares as Exhibit C. Pursuant to the Rights Agreement, printed Rights
Certificates will not be mailed until as soon as practicable after the earlier
of the tenth day after the Stock Acquisition Date or the tenth business day (or
such later date as may be determined by action of the Board of Directors prior
to such time as any Person becomes an Acquiring Person) after the date of the
commencement by any Person of, or of the first public announcement of the
intention of such Person to commence, a tender or exchange offer the
consummation of which would result in any Person becoming the Beneficial Owner
of shares of Common Stock aggregating 15% or more of the Common Stock then
outstanding Agreement and prior to the issuance of the Rights. (Incorporated by
reference to Exhibit 1 to the Company's Registration Statement on Form 8-A filed
on February 16, 1995).
2. Amendment No. 1 to Rights Agreement, effective as of January 7, 1997,
between the Company and the First National Bank of Boston.*
3. Amendment No. 2 to Rights Agreement, dated as of June 18, 1997, between
the Company and American Stock Transfer and Trust Company.*
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* Filed herewith
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
DATED: June 19, 1997 SECURITY-CONNECTICUT CORPORATION
By: /s/ Robert J. Voight
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Name: Robert J. Voight
Title: Executive Vice President
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AMENDMENT NO. 1
TO RIGHTS AGREEMENT
Agreement, entered into on the 17th day of April, 1997 to be effective as
of the 6th day of January 1997, by and between Security-Connecticut Corporation,
a Delaware corporation (the "Company"), and The First National Bank of Boston, a
national banking association, as rights agent (the "Bank of Boston").
WITNESSETH
WHEREAS, the Company and the Bank of Boston are the parties to the Rights
Agreement, dated February 16, 1995 (the "Rights Agreement"); and
WHEREAS, the Company wishes to effect certain amendments to the Rights
Agreement as hereinafter set
forth; and
WHEREAS, such amendments are permitted pursuant to the provisions of
Section 27 of the Rights Agreement;
and
WHEREAS, the Company wishes to remove the Bank of Boston as Rights Agent
under the Rights Agreement; and WHEREAS, the Company wishes to appoint a
successor Rights Agent under the Rights Agreement. NOW, THEREFORE, in
consideration of the covenants herein and in the Rights Agreement contained, the
parties hereto hereby agree as follows:
1. Amendments
(a) The fifth sentence of Section 21 of the Rights Agreement is hereby
amended to read in its entirety as follows:
"Any successor Rights Agent, whether appointed by the Company or by such
court, shall be a corporation or national banking association organized and
doing business under the laws of the United States or of the State of New York
or the Commonwealth of Massachusetts (or any other state of the United States so
long as such corporation is authorized to do business as a banking institution
in the State of New York or the Commonwealth of Massachusetts), in good
standing, having a principal office in the State of New York or the Commonwealth
of Massachusetts, which is authorized under such laws to exercise corporate
trust or shareholder services powers and is subject to supervision or
examination by federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least
$10,000,000."
2. Rights Agreement Reconfirmed. Except as expressly modified hereby, the
Rights Agreement shall continue in full force and effect in accordance with its
terms, and is hereby ratified and confirmed.
3. Removal of Bank of Boston as Rights Agent. Pursuant to the provisions of
Section 21 of the Rights Agreement, the Bank of Boston is hereby removed as
Rights Agent, effective January 6, 1997.
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4. Appointment of Successor Rights Agent. Pursuant to the provisions of
Section 21 of the Rights Agreement, as amended hereby, the Company hereby
appoints American Stock Transfer and Trust Company as successor Rights Agent,
effective January 6, 1997. As provided in Section 27 of the Rights Agreement,
all the covenants and provisions of the Rights Agreement by or for the benefit
of the Rights Agent shall bind and inure to the benefit of American Stock
Transfer and Trust Company. Notices or demands shall be given to the Rights
Agent in the manner provided in Section 25 of the Rights Agreement as follows:
American Stock Transfer and Trust Company
40 Wall Street, 46th Floor
New York, New York 10005
Attention: Shareholder Services Division
5. Execution by Rights Agent. In executing and delivering this Agreement,
the Bank of Boston shall be entitled to all of the privileges and immunities
afforded to the Rights Agent under the terms and conditions of the Rights
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
SECURITY-CONNECTICUT CORPORATION
By: /s/ Robert J. Voight
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Name: Robert J. Voight
Title: Executive Vice President
THE FIRST NATIONAL BANK OF BOSTON
As Rights Agent
By: /s/ Katherine S. Anderson
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Name: KATHERINE S. ANDERSON
Title: DIRECTOR CLIENT SERVICES
The undersigned hereby accepts the appointment contained above as successor
Rights Agent and agrees to be bound by the covenants and provisions incumbent
upon the Rights Agent as set forth in the Rights Agreement.
AMERICAN STOCK TRANSFER AND TRUST COMPANY
By: /s/ Herbert J. Lemmer
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HERBERT J. LEMMER
VICE PRESIDENT
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AMENDMENT NO. 2
TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT (this "Amendment"), dated as
of June 18, 1997, is entered into by and between Security-Connecticut
Corporation, a Delaware corporation (the "Company"), and American Stock Transfer
and Trust Company (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are the parties to the Rights
Agreement, dated as of February 16, 1995 (the "Rights Agreement"), and first
amended as of January 6, 1997; and
WHEREAS, the Board of Directors of the Company determined that it was in
the best interests of the Company to enter into that certain Agreement and Plan
of Merger (the "Merger Agreement") dated as of February 23, 1997 with Reliastar
Financial Corp., a Delaware Company ("Reliastar"), pursuant to which the parties
have agreed that the Company will be merged with and into Reliastar upon the
terms and subject to the conditions set forth therein; and
WHEREAS, the terms of the Merger Agreement require the Company to amend the
Rights Agreement in order to provide that (i) that Reliastar will not become an
"Acquiring Person" as a result of the consummation of the transactions
contemplated by the Merger Agreement, (ii) no "Stock Acquisition Date" or
"Distribution Date" (as such terms are defined in the Rights Agreement) will
occur as a result of the consummation of the transactions contemplated by the
Merger Agreement, and (iii) all outstanding shares issued and outstanding under
the Rights Agreement will expire immediately prior to the "Effective Time" (as
that term is defined in the Merger Agreement).
NOW, THEREFORE, in consideration of the covenants herein and in the Rights
Agreement contained, the parties hereto hereby agree as follows:
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SECTION 1. Amendments to Rights Agreement.
(a) Section 1 (a) of the Rights Agreement is hereby amended to read in its
entirety as follows:
(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which shall be the Beneficial Owner
(as such term is hereinafter defined) of 15% or more of the
shares of Common Stock then outstanding, but shall not include an
Exempt Person (as such term is hereinafter defined), provided,
however, that if the Board of Directors of the Company determines
in good faith that a Person who would otherwise be an "Acquiring
Person" has become such inadvertently (including, without
limitation, because (i) such Person was unaware that it
beneficially owned a percentage of Common Stock that would
otherwise cause such Person to be an "Acquiring Person" or (ii)
such Person was aware of the extent of its Beneficial Ownership
of Common Stock but had no actual knowledge of the consequences
of such Beneficial Ownership under this Rights Agreement) and
without any intention of changing or influencing control of the
Company, and such Person, divested or divests himself or itself
of Beneficial Ownership of a sufficient number of shares of
Common Stock so that such Person would no longer be an Acquiring
Person, then such Person shall not be deemed to be or to have
become an "Acquiring Person" for any purposes of this Agreement.
Notwithstanding the foregoing, no Person shall become an
"Acquiring Person" as the result of an acquisition of shares of
Common Stock by the Company which, by reducing the number of
shares outstanding, increases the proportionate number of shares
beneficially owned by such Person to 15% or more of the shares of
Common Stock then outstanding, provided, however, that if a
Person shall become the Beneficial Owner of 15% or more of the
shares of Common Stock then outstanding by reason of such share
acquisitions by the Company and thereafter become the Beneficial
Owner of any additional shares of Common Stock, then such Person
shall be deemed to be an "Acquiring Person" unless upon the
consummation of the acquisition of such additional shares of
Common Stock such Person does not own 15% or more of the shares
of Common Stock then outstanding. The phrase "then outstanding",
when used with reference to a Person's Beneficial Ownership of
securities of the Company, shall mean the number of such
securities then issued and outstanding together with the number
of such securities not then actually issued and outstanding which
such Person would be deemed to own beneficially hereunder. Also
notwithstanding the foregoing, Reliastar Financial Corp.
("Reliastar") shall not become an "Acquiring Person" as a result
of the consummation of the transactions contemplated by an
Agreement and Plan of Merger dated February 23, 1997 by and
between the Company and Reliastar (the "Merger Agreement").
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(b) Section 1 (o) of the Rights Agreement is hereby amended to read in its
entirety as follows:
(o) "Stock Acquisition Date" shall mean the first date of public
announcement (which for purposes of this definition, shall
include, without limitation, a report filed pursuant to Section
13(d) of the Exchange Act) by the Company or an Acquiring Person
that an Acquiring Person has become such or such earlier date as
a majority of the Board of Directors shall become aware of the
existence of an Acquiring Person; provided, however, that no
Stock Acquisition Date will occur as a result of the consummation
of the transactions contemplated by the Merger Agreement.
(c) Section 3 (a) of the Rights Agreement is hereby amended to read in its
entirety as follows:
(a) Until the earlier of (i) the tenth day after the Stock
Acquisition Date or (ii) the tenth business day (or such later
date as may be determined by action of the Board of Directors
prior to such time as any Person becomes an Acquiring Person)
after the date of the commencement by any Person (other than an
Exempt Person) of, or of the first public announcement of the
intention of such Person (other than an Exempt Person) to
commence, a tender or exchange offer the consummation of which
would result in any Person becoming the Beneficial Owner of
shares of Common Stock aggregating 5% or more of the Common Stock
then outstanding (including any such date which is after the date
of this Agreement and prior to the issuance of the Rights; the
earlier of such dates being herein referred to as the
"Distribution Date"; provided, however, that no Distribution Date
will occur as a result of the consummation of the transactions
contemplated by the Merger Agreement), (x) the Rights will be
evidenced (subject to the provisions of Section 3(b) hereof) by
the certificates for Common Stock registered in the names of the
holders thereof and not by separate Right Certificates, and (y)
the Rights will be transferable only in connection with the
transfer of Common Stock. As soon as practicable after the
Distribution Date, the Company will prepare and execute, the
Rights Agent will countersign, and the Company will send or cause
to be sent (and the Rights Agent will, if requested, send) by
first-class, insured, postage-prepaid mail, to each record holder
of Common Stock as of the close of business on the Distribution
Date (other than any Acquiring Person), at the address of such
holder shown on the records of the Company, a Right Certificate,
in substantially the form of Exhibit B hereto (a "Right
Certificate"), evidencing one Right (subject to adjustment as
provided herein) for each share of Common Stock so held. As of
the Distribution Date, the Rights will be evidenced solely by
such Right Certificates.
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(d) Section 7 (a) of the Rights Agreement is hereby amended to read in its
entirety as follows:
(a) Except as otherwise provided herein, the Rights shall become
exercisable on the Distribution Date, and thereafter the
registered holder of any Right Certificate may, subject to
Section 11(a)(ii) hereof and except as otherwise provided herein,
exercise the Rights evidenced thereby in whole or in part upon
surrender of the Right Certificate, with the form of election to
purchase on the reverse side thereof duly executed, to the Rights
Agent at the office or agency of the Rights Agent designated for
such purpose, together with payment of the Purchase Price for
each one-hundredth of a share of Preferred Stock as to which the
Rights are exercised, at any time which is both after the
Distribution Date and prior to the earliest of (i) the close of
business on February 16, 2005 (the "Final Expiration Date"), (ii)
the time at which the Rights are redeemed as provided in Section
23 hereof (the "Redemption Date"), (iii) the time at which such
Rights are exchanged as provided in Section 24 hereof or (iv) the
effective date of the merger of the Company with and into
Reliastar as contemplated by the Merger Agreement.
SECTION 2. Miscellaneous.
(a) Rights Agreement Reconfirmed. Except as expressly modified hereby, the
Rights Agreement shall continue in full force and effect in accordance with its
terms, and is hereby ratified and confirmed.
(b) Execution in Counterparts. This Amendment may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all of
which taken together shall constitute one and the same agreement.
(c) Contract Interpretation. This Amendment shall be governed by and
interpreted in accordance with the internal laws of the State of Delaware. IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
SECURITY-CONNECTICUT CORPORATION
By: /s/ Robert J. Voight
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Name:Robert J. Voight
Title:Executive Vice President
AMERICAN STOCK TRANSFER
AND TRUST COMPANY
By: /s/ Herbert J. Lemmer
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Herbert J. Lemmer
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