OMB APPROVAL
-----------------------------------
OMB Number:.............. 3235-0145
Expires: .........December 31, 2005
Estimated average burden
hours per response........... 15.00
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
SOUTHERN SECURITY LIFE INSURANCE COMPANY
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
843805102
(CUSIP Number)
Scott M. Quist (With a copy to)
President and Chief Operating Officer Randall A. Mackey, Esq.
Security National Financial Corporation Mackey Price Thompson & Ostler
5300 South 360 West 57 West 200 South, Suite 350
Suite 250 Salt Lake City, Utah 84101
Salt Lake City, Utah 84123
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 25, 2004
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d- 1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1
CUSIP No. 843805102
1. Names of Reporting Persons............................Security National Financial Corporation
IRS Identification Nos. of above persons (entities only) ..........................87-0345941
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ........................................................................................
(b) ........................................................................................
3. SEC Use Only.................................................................................
4. Source of Funds (See Instructions).........................................................WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)..........
6. Citizenship or Place of Organization.....................................................Utah
Number of 7. Sole Voting Power...........................................................................0
Shares
Benefic- 8. Shared Voting Power.................................................................1,614,419
ially Owned
by Each 9. Sole Dispositive Power......................................................................0
Reporting
Person With 10. Shared Dispositive Power............................................................1,614,419
11. Aggregate Amount Beneficially owned by Each Reporting Person........................1,614,419
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions).........
13. Percent of Class Represented by Amount in Row (11)......................................76.7%
14. Type of Reporting Person (See Instructions)............................................HC, IC
CUSIP No. 843805102
1. Names of Reporting Persons .......................Security National Life Insurance Company
IRS Identification Nos. of above persons (entities only)...........................36-2610791
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ........................................................................................
(b) ........................................................................................
3. SEC Use Only.................................................................................
4. Source of Funds (See Instructions).........................................................WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)..........
6. Citizenship or Place of Organization.....................................................Utah
Number of 7. Sole Voting Power...........................................................................0
Shares
Benefic- 8. Shared Voting Power.................................................................1,614,419
ially Owned
by Each 9. Sole Dispositive Power......................................................................0
Reporting
Person With 10. Shared Dispositive Power............................................................1,614,419
11. Aggregate Amount Beneficially owned by Each Reporting Person........................1,614,419
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions).........
13. Percent of Class Represented by Amount in Row (11)......................................76.7%
14. Type of Reporting Person (See Instructions)............................................... IC
2
CUSIP No. 843805102
1. Names of Reporting Persons..............................................SSLIC Holding Company
IRS Identification Nos. of above persons (entities only)...........................63-0708035
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ........................................................................................
(b) ........................................................................................
3. SEC Use Only.................................................................................
4. Source of Funds (See Instructions).........................................................WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)..........
6. Citizenship or Place of Organization.....................................................Utah
Number of 7. Sole Voting Power...........................................................................0
Shares
Benefic- 8. Shared Voting Power.................................................................1,207,784
ially Owned
by Each 9. Sole Dispositive Power......................................................................0
Reporting
Person With 10. Shared Dispositive Power............................................................1,207,784
11. Aggregate Amount Beneficially owned by Each Reporting Person........................1,207,784
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions).........
13. Percent of Class Represented by Amount in Row (11)......................................57.4%
14. Type of Reporting Person (See Instructions)................................................OO
Item 1. Security and Issuer
This statement relates to common stock, $1.00 par value per share,
issued by Southern Security Life Insurance Company. The address of the executive
offices of Southern Security Life Insurance Company is 755 Rinehart Road, Lake
Mary, Florida 32746.
Item 2. Identity and Background
This statement is filed on behalf of Security National Financial
Corporation, Security National Life Insurance Company and SSLIC Holding Company,
each of whose principal business office address is 5300 South 360 West, Suite
250, Salt Lake City, UT 84123.
Security National Financial Corporation is a Utah corporation that
operates in three main business segments: life insurance, cemetery and mortuary
and mortgage loans. Security National Life Insurance Company is a Utah domiciled
insurance company and wholly-owned subsidiary of Security National Financial
Corporation. SSLIC Holding Company is a Utah corporation and a wholly-owned
subsidiary of Security National Life Insurance Company.
Neither Security National Financial Corporation, Security National Life
Insurance Company nor SSLIC Holding Company have during the last five years been
convicted in a criminal proceeding. Moreover, neither Security National
Financial Corporation, Security National Life Insurance Company nor SSLIC
Holding Company have during the last five years been a party to a civil
proceeding of a judicial or administrative body and, as a result of such
proceeding, was or is subject to judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
On April 13, 2000 and April 18, 2000, Security National Life Insurance
Company purchased a total of 2,000 shares of Southern Security Life Insurance
Company common stock in two transactions each at $4.94 per share. SSLIC Holding
Company was not involved in these transactions. The total purchase price of
these transactions was $9,875 and the source of funds was from working capital.
The total purchase price of these transactions was less than 1% of the
outstanding common shares of Southern Security Life Insurance Company.
3
On May 31, 2001, Security National Life Insurance Company entered into
a Stock Purchase Agreement with the Special Deputy Liquidator on behalf of the
Director of the Idaho Department of Insurance, solely in her capacity as the
Liquidator of The Universe Life Insurance Company and Trustee of the Universe
Life Insurance Company Claimants Trust to settle the lawsuit brought by The
Universe Life Insurance Company against Consolidare and its officers and
directors in the Circuit Court of the Eighteenth Judicial Circuit, Seminole
County, Florida. In consideration for the Special Deputy Liquidator agreeing to
dismiss the claims of The Universe Life Insurance Company against Consolidare
and its officers and directors, Security National Life Insurance Company agreed
to purchase a total of 66,460 shares of Southern Security Life Insurance Company
common stock held by the Special Deputy Liquidator at $4.13 per share, or a
total purchase price of $274,480. The purchase consideration of the 66,460
shares in this transaction was less than 5% of the outstanding common shares of
Southern Security Life Insurance Company.
On May 1, 2002, Security National Life Insurance Company received
16,665 shares of Southern Security Life Insurance Company common stock and SSLIC
Holding Company received 54,775 shares of Southern Security Life Insurance
Company common stock pursuant to a 5% stock dividend declared by the Board of
Directors. The stock dividends received in this transaction were not more than
5% of the outstanding common shares of Southern Security Life Insurance Company.
On January 29, 2003, Security National Life Insurance Company entered
into a Stock Purchase Agreement with the Estate of Richard F. Behnke. Under the
terms of the agreement, Security National Life Insurance Company purchased a
total of 36,331 shares of Southern Security Life Insurance Company common stock
from the estate at $3.48 per share, for an aggregate purchase price of $126,432.
The total purchase price of 36,331 shares in this transaction was less than 5%
of the outstanding common shares of Southern Security Life Insurance Company.
On April 10, 2003, Security National Life Insurance Company received
19,408 shares of Southern Security Life Insurance Company common stock and SSLIC
Holding Company received 57,513 shares of Southern Security Life Insurance
Company common stock pursuant to a 5% stock dividend declared by the Board of
Directors of Southern Security Life Insurance Company. The stock dividends
received in this transaction were not more than 5% of the outstanding common
shares of Southern Security Life Insurance Company.
On August 25, 2004, Southern Security Life Insurance Company entered
into an Agreement and Plan of Reorganization with Security National Life
Insurance Company and SSLIC Holding Company. Under the terms of the agreement,
Security National Life Insurance Company has agreed to purchase 490,816 shares
of Southern Security Life Insurance Company common stock from unaffiliated
stockholders of Southern Security Life Insurance Company at $3.84 per share, or
a total purchase price of $1,884,733. Completion of the transaction is subject
to certain conditions, including approval of the Agreement and Plan of
Reorganization by the stockholders of Southern Security Life Insurance Company
at a special stockholders meeting to be held in the future. The source of funds
to purchase the shares from the unaffiliated stockholders will be from working
capital.
Item 4. Purpose of Transaction
On August 25, 2004, Southern Security Life Insurance Company entered
into an Agreement and Plan of Reorganization with Security National Life
Insurance Company and SSLIC Holding Company. Under the terms of the agreement,
SSLIC Holding Company will be merged into Southern Security Life Insurance
Company, resulting in Southern Security Life Insurance Company becoming a
wholly-owned subsidiary of Security National Life Insurance Company and Security
National Life Insurance Company purchasing 490,816 shares of Southern Security
Life Insurance Company common stock from the unaffiliated stockholders of
Southern Security Life Insurance Company at $3.84 per share, or a total purchase
price of $1,884,733.
4
The purpose of the Agreement and Plan of Reorganization is to terminate
the registration of the Southern Security Life Insurance Company common stock
under the Securities Exchange Act of 1934 (by reducing the number of
stockholders of record to fewer than 300 stockholders) and the Nasdaq listing of
the common stock, reduce expenses associated with such registration and listing,
and provide the stockholders an opportunity to sell their shares in an illiquid
trading market without incurring brokerage commissions. As a result of becoming
a non-reporting company, Southern Security Life Insurance Company will no longer
be required to file periodic reports with the SEC, including among other things,
annual reports on Form 10-K and quarterly reports on Form 10-Q, and it will no
longer be subject to the SEC's proxy rules. In addition, the Southern Security
Life Insurance Company common stock will no longer be eligible for trading on
the Nasdaq SmallCap Market.
The obligations of Southern Security Life Insurance Company, Security
National Life Insurance Company and SSLIC Holding Company to complete the
transaction are subject to the satisfaction of certain conditions, including the
approval of the Agreement and Plan of Reorganization by the stockholders of
Southern Security Life Insurance Company, approvals of the transaction by the
insurance departments of Florida and Utah, and, on the closing date, the
dissenting shares of common stock of Southern Security Life Insurance Company
must not exceed 10% of the outstanding common shares.
Item 5. Interest in Securities of the Issuer
(a) As of August 25, 2004, the reporting persons owned 76.7% of the
outstanding common shares of Southern Security Life Insurance
Company, or 1,614,419 shares when combined with previous
acquisitions. SSLIC Holding Company owned 1,207,784 shares, or
57.4% of the outstanding common shares of Southern Security Life
Insurance Company.
(b) For Security National Financial Corporation and Security National
Life Insurance Company: 1,614,419 shares, or 76.7% of the
outstanding common shares of Southern Security Life Insurance
Company. For SSLIC Holding Company: 1,207,784 shares, or 57.4% of
the outstanding common shares of Southern Security Life Insurance
Company.
(c) N/A
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer
See Item 4 above, regarding the Agreement and Plan of Reorganization.
5
Item 7. Material To Be Filed as Exhibits
(a) Joint Filing Statement (attached hereto as Exhibit 1).
(b) Acquisition Agreement, dated April 17, 1998, among Security
National Financial Corporation, Consolidare Enterprises, Inc. and
certain stockholders of Consolidare (incorporated by reference
from Report on Form 8-K, as filed by Security National Financial
Corporation on Mary 11, 1998).
(c) Administrative Services Agreement, dated December 17, 1998,
between Security National Financial Corporation and Southern
Security Life Insurance Company (incorporated by reference from
Report on Form 8-K/A-1, as filed by Security National Financial
Corporation on March 4, 1999).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
SECURITY NATIONAL FINANCIAL CORPORATION
Date: December 9, 2004 By: /s/ Scott M. Quist
----------------------------------------
Scott M. Quist, President and Chief
Operating Officer
SECURITY NATIONAL LIFE INSURANCE COMPANY
Date: December 9, 2004 By: /s/ Scott M. Quist
----------------------------------------
Scott M. Quist, President and Chief
Operating Officer
SSLIC HOLDING COMPANY
Date: December 9, 2004 By: /s/ Scott M. Quist
----------------------------------------
Scott M. Quist, President and Chief
Operating Officer
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
6
Exhibit index
Exhibit 1 Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G
CUSIP No. 843805102
Exhibit 1
AGREEMENT REGARDING JOINT FILING OF STATEMENT ON
SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and Exchange
Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G
(and any amendments or supplements thereto) required under Section 13(d) of the
Securities Exchange Act of 1934, as amended, in connection with purchases by the
undersigned of the common stock of Southern Security Life Insurance Company. For
that purpose, the undersigned hereby constitute and appoint Randall A. Mackey as
their true and lawful agent and attorney-in-fact, with full power and authority
for and on behalf of the undersigned to prepare or cause to be prepared, sign,
file with the SEC and furnish to any other person all certificates, instruments,
agreements and documents necessary to comply with Section 13(d) and Section
16(a) of the Securities Exchange Act of 1934, as amended, in connection with
said purchases, and to do and perform every act necessary and proper to be done
incident to the exercise of the foregoing power, as fully as the undersigned
might or could do if personally present.
DATED: December 9, 2004.
SECURITY NATIONAL LIFE INSURANCE COMPANY
By: /s/ Scott M. Quist
----------------------------------------
Scott M. Quist, President and Chief
Operating Officer
SSLIC HOLDING COMPANY
By: /s/ Scott M. Quist
----------------------------------------
Scott M. Quist, President and Chief
Operating Officer
SECURITY NATIONAL FINANCIAL CORPORATION
By: /s/ Scott M. Quist
----------------------------------------
Scott M. Quist, President and Chief
Operating Officer
7