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: December 30, 2004
ING Life Insurance and Annuity Company
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(Exact name of registrant as specified in its charter)
CONNECTICUT
(State of Incorporation)
333-86276, 333-86278, 333-104456
(Commission File Numbers)
#71-0294708
(IRS Employer Identification Number)
151 Farmington Avenue, Hartford, CT 06156
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code ............860-723-4646
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))
THIS FILING IS MADE IN ACCORDANCE WITH ITEM NO. 1.01 OF SECTION 1 OF FORM 8-K:
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 29, 2004 (the "Funding Date"), ING Life Insurance and
Annuity Company ("ILIAC") purchased a surplus note issued by its affiliate, ING
USA Annuity and Life Insurance Company ("ING USA"), in the principal amount of
$175 million. On the Funding Date, ING USA issued $400 Million aggregate
principal amount of surplus notes scheduled to mature on December 29, 2034 (the
"Notes") to its affiliates, ILIAC, ReliaStar Life Insurance Company ("ReliaStar
Life") and Security Life of Denver International Limited ("SLDI"), in an
offering that is exempt from the registration requirements of the Securities Act
of 1933. ING USA, ILIAC, ReliaStar Life and SLDI are each indirect, wholly-owned
subsidiaries of ING Groep N.V., a global financial services holding company
based in the Netherlands. The Notes bear interest at a rate of 6.257% per year,
and subject to the prior approval of the Commissioner of the state of Iowa (the
"Commissioner"), interest on the Notes is scheduled to be paid semiannually in
arrears on June 29 and December 29 of each year, commencing on June 29, 2005.
Payment of principal on the Notes is also subject to the prior approval of the
Commissioner.
The Notes are unsecured obligations of ING USA. In the event of the
dissolution, liquidation, receivership, insolvency or bankruptcy of ING USA,
repayment of principal and payment of interest under the Notes will be
subordinated to the prior payment of, or provision for, all liabilities (as
reported in the statutory statement of assets and liabilities) of ING USA other
than debts owed by ING USA to other holders of surplus notes issued by ING USA,
with which the Notes will rank pari passu, but will rank superior to the claim,
interest, and equity of the shares or shareholders of ING USA.
Subject to the prior approval of the Commissioner, the Notes may be
redeemed in whole on, or within thirty days after, the tenth anniversary of the
execution of the Notes, upon thirty days written notice to the holders of the
Notes, without premium or penalty, at the principal amount so to be prepaid,
plus accrued interest thereon to the date of such prepayment.
The Notes are not subject to any restrictive covenants.
In the event of ING USA's rehabilitation, liquidation, conservation,
reorganization, receivership, dissolution, or the commencement of any
bankruptcy, insolvency or similar proceeding, the Notes will immediately mature
in full without any action on the part of any holder of the Notes, with payment
thereon being subject to the prior approval of the Commissioner.
In no event shall any holder of the Notes be entitled to declare the
Notes to be immediately payable.
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.
ING Life Insurance and Annuity Company
(Registrant)
Date: December 30, 2004 By:/s/Linda E. Senker
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Linda E. Senker
Counsel