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) October 27, 2015
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
(Registrant’s 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 1 – Registrant’s Business and Operations
| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 27, 2015, StanCorp Financial Group, Inc. and existing lenders amended its $250 million senior unsecured revolving credit facility dated June 22, 2012, amended as of June 18, 2013 and June 12, 2014, to amend the definition of change in control to allow for the proposed merger with Meiji Yasuda Life Insurance Company. The amendment is filed herewith as Exhibit 10.1.
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| | |
| |
| 10.1 | | Amendment No. 3 to Credit Agreement Dated as of October 27, 2015 Among StanCorp Financial Group, Inc., as Borrower, The Lenders Listed Herein, as Lenders, Wells Fargo Bank, National Association, as Administrative Agent, U.S. Bank National Association, as Syndication Agent and JP Morgan Chase Bank, National Association, as Documentation Agent, $250,000,000. |
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: October 28, 2015 | | | | |
| | |
| | | | /s/ Robert M. Erickson |
| | | | Robert M. Erickson |
| | | | Vice President, Controller and Treasurer |
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 10.1 | | Amendment No. 3 to Credit Agreement Dated as of October 27, 2015 Among StanCorp Financial Group, Inc., as Borrower, The Lenders Listed Herein, as Lenders, Wells Fargo Bank, National Association, as Administrative Agent, U.S. Bank National Association, as Syndication Agent and JP Morgan Chase Bank, National Association, as Documentation Agent, $250,000,000. |
