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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Stancorp Financial Grp., Inc. | NYSE:SFG | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 114.97 | 0 | 01:00:00 |
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 (Date of earliest event reported) February 8, 2016
STANCORP FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
State of Oregon | 1-14925 | 93-1253576 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
1100 SW Sixth Avenue, Portland, Oregon | 97204 | |
(Address of principal executive offices) | (Zip Code) |
(971) 321-7000
(Registrants telephone number, including area code)
No Change
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 7 Regulation FD
Item 7.01 Regulation FD Disclosure
On February 8, 2016, StanCorp Financial Group, Inc. (StanCorp) informed the New York Stock Exchange (the NYSE) that StanCorp and Meiji Yasuda Life Insurance Company (Meiji Yasuda) have received all regulatory approvals for Meiji Yasudas previously announced acquisition of StanCorp (the Merger), and that the closing of the Merger is anticipated to occur on March 7, 2016, subject to the satisfaction of all necessary conditions to closing. StanCorp also informed the NYSE of StanCorps intent to notify the NYSE after the effective time of the Merger that the Merger had been completed and to request that the NYSE file with the Securities and Exchange Commission (the SEC) an application on Form 25 to report the delisting of StanCorps common stock (the Shares), from the NYSE and to deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act). StanCorp intends to file a Form 15 with the SEC to terminate or suspend its reporting obligations under Section 13(a) and 15(d) of the Exchange Act with respect to the Shares at the time such filing is permitted under SEC rules.
Section 8 Other Events
Item 8.01 Other Events
On February 8, 2016, StanCorp issued a press release announcing that it had received all necessary approvals for the Merger. A copy of that press release is furnished as Exhibit 99.1.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 | StanCorp Financial Group, Inc. press release dated February 8, 2016 |
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.
STANCORP FINANCIAL GROUP, INC. | ||||||
Dated: February 8, 2016 | ||||||
/s/ Floyd F. Chadee | ||||||
Floyd F. Chadee | ||||||
Senior Vice President and Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. |
Description | |
* 99.1 | StanCorp Financial Group, Inc. press release dated February 8, 2016 |
* | Furnished herewith |
Exhibit 99.1
Meiji Yasuda Receives Regulatory Approvals for StanCorp Acquisition
PORTLAND, Ore. February 8, 2016 StanCorp Financial Group, Inc. (NYSE: SFG) (StanCorp) today announced that Meiji Yasuda Life Insurance Company (Meiji Yasuda) has received all necessary approvals from regulatory authorities in the United States and Japan for the previously announced proposed acquisition of all of the outstanding shares of common stock of StanCorp pursuant to the Agreement and Plan of Merger entered into on July 23, 2015 (the Merger Agreement).
Subject to the satisfaction of customary closing conditions, the parties to the Merger Agreement intend to close the acquisition transaction with an effective date of March 7, 2016. On the effective date, each outstanding share of StanCorp common stock will be converted into the right to receive $115.00 in cash, without interest, and less any applicable withholding taxes.
About StanCorp
StanCorp Financial Group, Inc., through its subsidiaries marketed as The Standard Standard Insurance Company, The Standard Life Insurance Company of New York, Standard Retirement Services, StanCorp Mortgage Investors, StanCorp Investment Advisers, StanCorp Real Estate and StanCorp Equities is a leading provider of financial products and services. StanCorps subsidiaries offer group and individual disability insurance, group life and accidental death and dismemberment insurance, group dental and group vision insurance, absence management services, retirement plans products and services, individual annuities, and the origination and servicing of fixed-rate commercial mortgage loans. For more information about StanCorp Financial Group, Inc., visit its investor relations website at www.stancorpfinancial.com.
About Meiji Yasuda
Meiji Yasuda Life Insurance Company is headquartered in Tokyo, and is the oldest and third largest life insurance company in Japan. It provides a variety of group and individual life insurance products, bancassurance, and group annuity products in Japan. It also has insurance operations in the U.S., Poland, China, Indonesia, and Thailand. Additional information about Meiji Yasuda can be found at http://www.meijiyasuda.co.jp/english/.
Disclosure
Information in this news release includes certain statements related to future events. These statements are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Because such statements are subject to risks and uncertainties, actual results in future periods may differ materially from those expressed or implied by such forward-looking statements. The risks and uncertainties are detailed in reports filed by StanCorp with the Securities and Exchange Commission, including Forms 10-Q and 10-K.
Contacts
StanCorp Financial Group, Inc.
Investor Relations and Financial Media
Jeff Hallin, 971-321-6127
Vice President, Investor Relations and Capital Markets
jeff.hallin@standard.com
General Media
Justin Delaney, 971-321-8541
Vice President, External Affairs & Associate Counsel
justin.delaney@standard.com
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