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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 10, 1998
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ARM FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-67268 61--1244251
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) file number) Identification No.)
515 West Market Street
LOUISVILLE, KENTUCKY 40202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (502) 582-7900
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ITEM 5. OTHER EVENTS.
On February 11, 1998, ARM Financial Group, Inc. (the "Company") announced
that, as of February 10, 1998, Martin H. Ruby has been named Chief Executive
Officer and Chairman of the Board of Directors. Prior to that date, from the
inception of the Company, Mr. Ruby had served as Co-Chief Executive Officer
and Co-Chairman of the Board of Directors with John Franco. Mr. Franco
announced his retirement from the Company, effective February 10, 1998.
Effective February 10, 1998, Warren M. Foss resigned as a director and as a
member of the Audit Committee of the Company. Also effective February 10,
1998, Frank V. Sica resigned as a director and as a member of the
Compensation Committee. Mr. Sica's resignation was contemporaneous with his
resignation from Morgan Stanley, Dean Witter, Discover & Co. Furthermore,
James S. Cole resigned as a director of the Company. At the present time,
the Company will not fill the vacancies on the Board of Directors created by
the resignations of Mr. Franco and Mr. Foss, and effective February 20,
1998, has reduced the number of members comprising the Board of Directors to
seven (7). Effective February 20, 1998, Mr. Alan E. Goldberg, 43, was
elected to fulfill the term of Mr. Sica as a director; while Colin F.
Raymond, a current director, was elected to fulfill the term of Mr. Sica on
the Company's Compensation Committee. Furthermore, effective February 20,
1998, Robert H. Niehaus, 42, was elected to fulfill the term of Mr. Cole as a
director.
Effective February 13, 1998, Daniel R. Gattis resigned as Executive Vice
President - Institutional Business Group. Effective February 20, 1998,
Patricia L. Winter, formerly the Company's Senior Vice President -
Mergers/Acquisitions and Investment Assurance, was elected to replace Mr.
Gattis, and was given the title Executive Vice President- Investment
Assurance and Institutional Products. In conjunction with his appointment,
Madison C. McCarty was promoted to Senior Managing Director- Institutional
Business Group, reporting to Ms. Winter.
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ITEM 7 (c) EXHIBITS FILED.
The following exhibits are filed as part of this report on Form 8-K:
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press release by the Company dated February 11, 1998.
99.2 Press release by the Company dated February 20, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized, on February 27, 1998.
ARM FINANCIAL GROUP, INC.
(Registrant)
By: /s/ Robert H. Scott
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Robert H. Scott
Executive Vice President, General
Counsel and Secretary
By: /s/ Barry G. Ward
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Barry G. Ward
Controller
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