SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report June 14, 1995
1150 LIQUIDATING CORPORATION
(Formerly SBM Company)
---------------------------------
(Exact name of registrant as specified in its charter)
Minnesota 811-407 41-0557530
------------------- ------------------- ---------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification #)
incorporation)
8400 Normandale Lake Boulevard
Suite 1150
Minneapolis, Minnesota 55437
- --------------------------------------------- -------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(612) 835-0097
Page 1 of 6
Page 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 14, 1995, the Registrant completed the sale of substantially all of
its assets and business operations to ARM Financial Group, Inc. ("ARM"). The
adjusted sales price received by the Registrant was $34.5 million which is net
of $4.1 million of liabilities assumed by ARM.
In connection with the consummation of the sale the Registrant changed its
name to 1150 Liquidating Corporation.
The Amended and Restated Stock and Asset Purchase Agreement, dated as of
February 16, 1995, pursuant to which the Registrant sold its assets and
businesses to ARM, was attached as an Exhibit to the Registrant's Form 8-K dated
February 16, 1995.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
7(b) Pro Forma Financial Information
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ITEM 7(B) PRO FORMA FINANCIAL INFORMATION
SBM Company and Subsidiaries
Pro Forma Financial Statements
Effective May 31, 1995, SBM Company (the "Company") sold all of its business
operations (State Bond and Mortgage Life Insurance Company, SBM Certificate
Company, SBM Financial Services Inc. and investment adviser function for 6
mutual funds) and substantially all of its assets to ARM Financial Group, Inc.
The Company has adopted a Plan of Dissolution to wind up and liquidate the
Company with the net equity of this Company being distributed to shareholders
during the liquidation process.
The following pro forma condensed consolidated balance sheet reflects the above
described transaction as if it had occurred as of March 31, 1995. Pro Forma
Statements of Income for the three months ended March 31, 1995 and year ended
December 31, 1994 assuming the above described transaction had occurred on
January 1, 1995 and 1994, respectively, have not been presented since all of the
Company's operations have been disposed of. The only income to the Company will
be investment income on short term investments held by the Company prior to
distribution to shareholders and the only expenses to the Company will be
expenses incurred in winding up and liquidating the Company which will mainly be
professional services.
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SBM COMPANY AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
Historical Pro Forma Adjustments Pro Forma
March 31 March 31
1995 DR CR 1995
-------------------------------------------------------------------
(unaudited)
ASSETS
<S> <C> <C> <C> <C>
Investments
Debt securities available-for-sale at market......... $ 648,317,303 $ 648,317,303 (a)
Debt securities held-to-maturity at amortized cost... 13,923,608 13,923,608 (a)
Other invested assets................................ 58,471,369 58,471,369 (a)
Short-term investments............................... 59,786,533 59,773,925 (a) $ 12,608
-------------------------------------------------------------------
Total investments........................... 780,498,813 780,486,205 12,608
Cash and cash equivalents............................ 1,675,579 $ 34,445,877 (a) 1,631,883 (a)
20,494,519 (b) 13,995,054
Receivable from reinsurer............................ 93,466,912 93,466,912 (a)
Deferred policy acquisition costs, less accumulated
amortization..... 70,835,753 70,835,753 (a)
Other assets......................................... 15,227,678 661,761 (a) 15,563,439 (a) 326,000
-------------------------------------------------------------------
$ 961,704,735 $ 35,107,638 $ 982,478,711 $ 14,333,662
===================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Future policy benefits............................... $ 877,947,462 $ 878,231,686 (a) $ 284,224 (a)
Face amount certificate reserves..................... 57,176,977 57,176,977 (a)
Accounts payable and other liabilities............... 14,506,532 13,394,462 (a) 777,537 (a) $ 1,889,607
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Total liabilities.................................... 949,630,971 948,803,125 1,061,761 1,889,607
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Mandatory redeemable voting convertible preferred
stock, par value $1,000 (includes dividends in
arrears: March 31, 1995 - $1,162,952).
Authorized 19,000 shares; issued 19,000 shares,
liquidation value $19,000,000, plus dividends in
arrears......................................... 18,923,031 18,923,031 (b)
Common stock held by employee benefit plans;
304,693 shares.................................. 1,916,519 1,916,519
Commitments and contingencies
Common stock, no par value. Authorized 20,000,000
shares; issued and outstanding 2,179,714 shares;
less 304,693 shares held by employee benefit
plans........................................... 2,945,606 2,945,606
Unrealized losses on marketable equity securities,
net of income tax benefit of $120,244........... (233,415) 233,415 (a)
Unrealized losses on debt securities, net............ (36,063,460) 36,063,460 (a)
Retained earnings.................................... 24,585,483 15,432,065 (a)
1,571,488 (b) 7,581,930
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Total stockholders' equity (deficit)................. (8,765,786) 17,003,553 36,296,875 10,527,536
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$961,704,735 $ 984,729,709 $ 37,358,636 $ 14,333,662
===================================================================
See notes to pro forma condensed consolidated balance sheet.
</TABLE>
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SBM Company and Subsidiaries
Notes to Pro Forma Condensed Consolidated Balance Sheet
The Company received an adjusted purchase price of $34.5 million for the sale of
its business operations and assets. From the proceeds, $20.4 million was used to
redeem the Mandatory Redeemable Voting Convertible Preferred Stock at par value
plus accrued dividends.
Consistent with the Company's Plan of Liquidation, the Company has adopted
liquidation basis accounting.
The following pro forma adjustments are reflected in the accompanying pro forma
condensed consolidated balance sheet.
(a) To record the sale of all assets and liabilities of the Company's
subsidiaries and substantially all assets of the Company.
(b) To record the redemption of preferred stock and accrued dividends.
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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 thereunto duly authorized.
1150 Liquidating Corporation
(Formerly SBM Company)
By /s/Charles A. Geer
Its President
Date: June 28, 1995
C:\SBM\8K-3-94
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