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): December 31, 2009
SECURITY
NATIONAL FINANCIAL CORPORATION
(Exact
name of registrant as specified in this Charter)
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Utah
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0-9341
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87-0345941
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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5300 South 360
West, Salt Lake City, Utah
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84123
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
Telephone Number, Including Area Code: (801)
264-1060
Does
Not
Apply
(Former
name or former address, if changed since last report)
ITEM 8.01. Other
Events.
Transactions
to Liquidate Security National Life Insurance Company of Louisiana
and
Capital Reserve Life Insurance Company
On
December 31, 2009, Security National Life Insurance Company of Louisiana
("Security National Life of Louisiana") entered into an Assumption Reinsurance
Agreement with Security National Life Insurance Company ("Security National
Life") to reinsure the remaining in force business of Security National Life of
Louisiana to Security National Life to the extent permitted by the Louisiana
Department of Insurance. The Louisiana Department of Insurance
approved the Assumption Reinsurance Agreement on December 2, 2009.
As a
result of the Assumption Reinsurance Agreement, all of the insurance business
and operations of Security National Life of Louisiana, including assets and
liabilities, were transferred to Security National Life, as reinsurer, as of
December 31, 2009. Thus, $3,189,000 in statutory assets and
liabilities were transferred from Security National Life of Louisiana to
Security National Life pursuant to the Assumption Reinsurance
Agreement. In addition, Security National Life of Louisiana entered
into an Assignment dated December 31, 2009 with Security National Life to assign
and transfer to Security National Life all of the assets and liabilities that
remained following the transfer of assets and liabilities pursuant to the
Assumption Reinsurance Agreement.
The
liquidation of Security National Life of Louisiana was completed as of December
31, 2009 in accordance with the terms and conditions of the Agreement and Plan
of Complete Liquidation to liquidate Security National Life of Louisiana into
Security National Life. The Board of Directors of both Security
National Life of Louisiana and Security National Life approved a plan of
liquidation as of September 18, 2009. Under the terms of the Agreement and Plan
of Complete Liquidation, Security National Life of Louisiana was liquidated into
Security National Life in essentially the same manner as the liquidation
described in Private Letter Ruling 9847027 in order to achieve the same tax
treatment and consequences under Section 332 of the Internal Revenue Code of
1986, as amended, and other applicable provisions described in such Letter
Ruling. During 2010, Security National Life plans to take appropriate
legal action to dissolve Security National Life of Louisiana in accordance with
Louisiana law.
Also,
effective as of December 31, 2009, Security National Life exercised its right of
recapture pursuant to the Reinsurance Agreement effective as of November 30,
2008, between Capital Reserve Life Insurance Company ("Capital Reserve") and
Security National Life in which Security National Life recaptured all of the
previously reinsured liabilities under the Reinsurance Agreement. As
a result of the recapture, Security National Life is primarily liable for the
liabilities on the insurance contracts and annuities originally issued by
Capital Reserve to its policyholders. The assets transferred by
Capital Reserve to Security National Life pursuant to such recapture have a fair
market value of $4,895,000, which was equal to the assumed
liabilities.
In
addition, Capital Reserve entered into an Assignment dated December 31, 2009
with Security National Life to assign and transfer to Security National Life all
of the assets and liabilities that remained following the recapture, except for
Capital Reserve's corporate charter, insurance licenses, and $1,681,000 in
statutory capital and surplus, which will allow Capital Reserve to preserve its
corporate existence in Missouri. During 2010, Security National
Life plans either to sell the corporate charter, licenses, and capital and
surplus of Capital Reserve to an unrelated business entity or to dissolve
Capital Reserve in accordance with Missouri law.
The
purpose of Security National Life exercising its right of recapture pursuant to
the 2008 Reinsurance Agreement was so that the $4,895,000 in statutory assets
and liabilities of Capital Reserve could be transferred to Security National
Life by December 31, 2009 in accordance with the terms of the plan of
liquidation between Capital Reserve and Security National Life. On
December 4, 2009, Capital Reserve and Security National Life entered into an
Agreement and Plan of Complete Liquidation to liquidate Capital Reserve into
Security National Life in the same manner as the liquidation described in
Private Letter Ruling 9847027 in order to achieve the same tax treatment and
consequences under Section 332 of the Internal Revenue code of 1986, as amended,
and other applicable provisions described in such Letter
Ruling.
-2-
ITEM
9.01. Financial
Statements and Exhibits
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(c) Exhibits
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10.1
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Agreement
and Plan of Complete Liquidation of Security National Life Insurance
Company of Louisiana into Security National Life Insurance
Company
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10.2
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Assumption
Reinsurance Agreement between Security National Life Insurance C ompany of
Louisiana and Security National Life Insurance Company
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10.3
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Assignment
between Security National Life Insurance Company of Louisiana and Security
National Life Insurance Company
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10.4
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Agreement
and Plan of Complete Liquidation of Capital Reserve Life Insurance Company
into Security National Life Insurance Company
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10.5
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Assignment
between Capital Reserve Life Insurance Company and Security National Life
Insurance Company
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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.
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SECURITY
NATIONAL FINANCIAL CORPORATION
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(Registrant)
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Date:
January 11, 2010
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By: /s/
Scott M.
Quist
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Scott
M. Quist, President
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-3-
EXHIBIT 10.1
AGREEMENT
AND PLAN OF COMPLETE LIQUIDATION OF
SECURITY
NATIONAL LIFE INSURANCE COMPANY OF LOUISIANA
INTO
SECURITY NATIONAL LIFE INSURANCE COMPANY
THIS
AGREEMENT AND PLAN OF COMPLETE LIQUIDATION (this “Agreement”) is made and
entered into effective this 18th day
of September 2009, by and between SECURITY NATIONAL LIFE INSURANCE COMPANY OF
LOUISIANA, a Louisiana domiciled insurance company, formerly known as Paramount
Security Life Insurance Company (“Security National Life of Louisiana”) and
SECURITY NATIONAL LIFE INSURANCE COMPANY, a Utah corporation ("Security National
Life").
WITNESSETH:
WHEREAS,
on March 16, 2004, Security National Life completed the purchase of all of the
outstanding shares of Security National Life of Louisiana and, as a result,
Security National Life of Louisiana became a wholly owned subsidiary of Security
National Life;
WHEREAS,
both corporations are involved in the same line of business, and it has been
determined by the Boards of Directors of both Security National Life of
Louisiana and Security National Life that it will be more efficient and
profitable to have Security National Life of Louisiana liquidated into Security
National Life;
WHEREAS,
the Boards of Directors of both Security National Life of Louisiana and Security
National Life do for said reasons and for the general welfare of said
corporations and their respective stockholders, deem it advisable that Security
National Life of Louisiana be liquidated into Security National Life;
and
WHEREAS,
this Agreement has been approved and authorized by resolutions adopted by the
sole shareholder of Security National Life of Louisiana and the directors of
each party.
NOW
THEREFORE, in consideration of the premises and for the purposes of setting
forth and prescribing the terms and conditions of such complete liquidation and
the manner of carrying the same into effect, the parties hereto do hereby adopt
the following plan of complete liquidation and agree as follows:
AGREEMENT
Section
1
It is
intended that Security National Life of Louisiana be liquidated into Security
National Life in essentially the same manner as the liquidation described in
Private Letter Ruling 9847027 in order to achieve the same tax treatment and
consequences under Section 332 of the Internal Revenue Code of 1986 and other
applicable provisions described in said Letter Ruling.
Section
2
The
liquidation of Security National Life of Louisiana and transfer of its business
to Security National Life shall be accomplished as follows:
(1) Prior
to December 31, 2009, but after the date of adoption of this Agreement, Security
National Life shall exercise its right of recapture pursuant to Article II,
Section 3 of the Reinsurance Agreement dated November 30, 2008, between Security
National Life and Capital Reserve to recapture all of the policies and risks
reinsured under that Reinsurance Agreement and, as a result, Security National
Life will become primarily liable for the liabilities on the insurance contracts
and annuities originally issued by Capital Reserve to its
policyholders. The assets transferred to Security National Life
pursuant to such right of recapture shall have a fair market value equal to the
assumed liabilities.
(2) Simultaneously
with the transfer of assets and liabilities made pursuant to the recapture in
paragraph (1) above, all of the other assets of Capital Reserve not transferred
in such recapture, as they exist at that time (except for Capital Reserve’s
corporate charter, insurance licenses, and the minimum capital, if any,
including cash and investments necessary to preserve its corporate existence
(“Retained Assets”)), shall be distributed by Capital Reserve to Security
National Life, and Security National Life shall assume all of the liabilities of
every kind and description of Capital Reserve existing at that
time. Security National Life has no plan or intention to dispose of
such assets. The fair market value of Capital Reserve’s assets
transferred to Security National Life pursuant to the recapture will equal its
liabilities (including any amounts owed to Security National Life) immediately
prior to the Final Liquidating Distribution, as defined below. After
this distribution, Security National Life will continue to own all of the stock
of Capital Reserve, and Capital Reserve will be a corporate shell holding only
the Retained Assets.
(3) The
simultaneous distributions described in paragraphs (1) and (2) above of this
Section 2 will constitute the “First Liquidating
Distribution.” Within twelve months of the First Liquidating
Distribution, Security National Life will either (i) sell the Capital Reserve
stock to an unrelated business entity, or (ii) distribute the remaining assets
to Security National Life in complete liquidation of Capital Reserve, which will
constitute the “Second Liquidating Distribution.” After such
distribution, Capital Reserve will cease to exist.
(4) Security
National Life will file the statement described in Treasury Regulations, Section
332-6(b) and, if applicable, both Security National Life and Capital Reserve
will file the statement described in Treasury Regulations, Section
381(b)-1(b)(3).
(5) In
implementing this Agreement, Security National Life and Capital Reserve shall
each be responsible to comply with all regulatory requirements applicable to
it.
Section
3
Capital
Reserve will make all deeds, conveyances, assignments, bills of sale or
assurances as are necessary or desirable to vest in Security National Life the
title to any property or rights of Capital Reserve or to evidence such vesting,
and will do all things as may be necessary, proper or appropriate to accomplish
same. It is agreed and intended by the parties that all such deeds,
conveyances, assignments, bills of sale and assurances will be executed and
delivered as part of the liquidating distributions described in Section
2.
Section
4
This
Agreement shall be signed on behalf of each party hereto by its
President. Each party to this Agreement agrees to comply with laws
applicable to it in connection with this Agreement.
2
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
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CAPITAL
RESERVE LIFE INSURANCE COMPANY,
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a
Missouri corporation
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Attest:
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By: /s/
Scott M.
Quist
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Scott M. Quist, President
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/s/
Jeffrey R.
Stephens
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Jeffrey
R. Stephens, Secretary
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SECURITY
NATIONAL LIFE INSURANCE COMPANY, a Utah corporation
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Attest:
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By: /s/
Scott M.
Quist
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Scott M. Quist, President
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/s/
Jeffrey R. Stephens
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Jeffrey
R. Stephens, Secretary
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3
EXHIBIT 10.2
ASSUMPTION
REINSURANCE AGREEMENT
Effective
as of December 31, 2009
between
SECURITY
NATIONAL LIFE INSURANCE COMPANY OF LOUISIANA
and
SECURITY
NATIONAL LIFE INSURANCE COMPANY
ASSUMPTION REINSURANCE
AGREEMENT
THIS
ASSUMPTION REINSURANCE AGREEMENT (hereinafter referred to as the "Assumption
Reinsurance Agreement" or the "Agreement") is made and entered into this 31st
day of December, 2009 (the "Assumption Effective Date"), by and between SECURITY
NATIONAL LIFE INSURANCE COMPANY OF LOUISIANA, a Louisiana domiciled insurance
company (hereinafter referred to as the "Company") and SECURITY NATIONAL LIFE
INSURANCE COMPANY, a Utah domiciled insurance company (hereinafter referred to
as the "Reinsurer").
WHEREAS,
the Company is the issuer of certain insurance Policies, and
WHEREAS,
the Company will cede its risks under the Policies to the Reinsurer on an
assumption reinsurance basis; and
WHEREAS,
from time to time following the effective date hereof, and upon receipt of all
necessary consents and approvals, the Reinsurer will assume the Policies
pursuant to the terms of this Assumption Reinsurance Agreement;
NOW,
THEREFORE, in
consideration of the mutual promises and covenants set forth herein, and in
reliance upon the representations, warranties, conditions and covenants
contained herein, and intending to be legally bound hereby, the Company and the
Reinsurer hereby agree as follows:
ARTICLE
I
DEFINITION OF
TERMS
It is
intended that capitalized terms should have the following meanings when used in
this Assumption Reinsurance Agreement:
1.1. Assumed Policy or
Policies. Each and all Policies that have been reinsured and
assumed by the Reinsurer pursuant to the terms of this Assumption Reinsurance
Agreement between the Reinsurer and the Company.
1.2. Assumption Reinsurance
Agreement. This Assumption Reinsurance Agreement to be entered
into between the Company and the Reinsurer.
1.3. Assumption
Certificate. The certificate to be issued by the Reinsurer to
the Policyholder of any Assumed Policy under the provisions of this Assumption
Reinsurance Agreement.
1.4. Assumption Effective
Date. The date upon which any of the Policies are to be
assumed by the Reinsurer under the provisions of this Assumption Reinsurance
Agreement.
1.5. Books and
Records. All original files and records, in whatever form, in
the possession or under the control of the Company related to the Policies and
useful or necessary in their underwriting, reserving, or administration,
including, but not limited to, policy files, claims files and underwriting
files, policy form files (including all files relating to the filing and
approval of policy forms, applications and riders with insurance regulatory
authorities); rate filings and actuarial data developed or utilized by the
Company or on its behalf in support of premium rates charged under the Policies;
and premium tax records and reports for the Policies now in the hands of the
Company.
1.6. Closing
Date. The date upon which the Closing shall take place, which
shall be December 31, 2009, or such other date and time as the parties may
mutually agree in writing.
1.7. Extracontractual Liabilities. Any
claim or liability under, in connection with or with respect to the Policies for
bad faith, punitive, exemplary or other extra-contractual damages that are based
upon, relate to or arise out of any act, error or omission of a party, or any of
such party's officers, directors, agents or employees, whether intentional or
otherwise.
1.8. Loss. All
costs and expenses (including interest, penalties, reasonable attorneys',
accountants' and actuaries' fees, and any other costs and expenses incident to
any suit, action or proceeding), damages, charges, deficiencies, liabilities,
obligations, claims and judgments sustained or incurred by, or asserted against,
a party entitled to indemnity hereunder.
1.9. Novation. The
substitution of the Reinsurer for the Company under an Assumed Policy with the
result that the Reinsurer becomes directly liable to the Policyholder as of the
Assumption Effective Date and the Company's liability to the Policyholder under
such Assumed Policy is extinguished.
1.10. Policyholder. Any
individual or entity who is the owner of a Policy or who has the right to
terminate or lapse the Policy, effect changes of beneficiary, coverage limits,
add or terminate persons covered under such Policy or direct any other policy
changes in such Policy.
1.11. Policy or
Policies. Each or all of those insurance policies issued by
the Company that are (a) identified by policy number and policyholder name on
the Policy Schedule referred to in Schedule A attached hereto and
incorporated herein, as may be revised from time to time by mutual agreement of
the parties, and (b) in force and effect as of the Closing Date.
1.12. Required Assumption
Approvals. The approvals of, or pre-closing notice filings
with, any insurance regulatory authorities that may be required in connection
with the reinsurance of any of the Policies by the Reinsurer on an assumption
reinsurance basis, including the approval of the Assumption Certificate to be
issued by the Reinsurer to the Policyholders of any Assumed
Policy.
2
ARTICLE
II
BASIS OF
REINSURANCE
2.1. Assumption
Reinsurance. From time to time after the date of this
Assumption Reinsurance Agreement, as Required Assumption Approvals are received,
the Company hereby cedes to the Reinsurer and the Reinsurer hereby assumes, by
means of assumption reinsurance, all of the contractual rights, obligations,
liabilities and risks of the Company under or with respect to each Policy. The
parties intend to accomplish, where permitted, as soon as practicable with
respect to each jurisdiction in which the Policies have been issued, transfers
of the Company's contractual rights, obligations, liabilities and risks with
respect to such Policies, with the result that the Reinsurer, as transferee, in
all respects and conditions, shall succeed the Company as the insurer under the
terms and provisions of each of such Policies, as though the Reinsurer had
originally issued them, and to transfer to the Reinsurer, as administrator, full
and complete responsibility for servicing and administering such Policies in
accordance with the terms and conditions of this Assumption Reinsurance
Agreement and the Policies. No additional monetary consideration shall be due
from the Reinsurer to the Company or from the Company to the Reinsurer upon the
assumption of any Policies, and no additional reserves shall be transferred by
the Company to the Reinsure in connection therewith.
2.2. Conditions of Reinsurance:
Regulatory Approvals. Consummation of the reinsurance
contemplated by this Assumption Reinsurance Agreement with respect to any Policy
is subject to and contingent upon receipt by the Reinsurer of all Required
Assumption Approvals with respect to each Policy. The Reinsurer shall be
responsible for obtaining all Required Assumption Approvals. Each party shall
use its best efforts to assist the other party in obtaining the Required
Assumption Approvals.
2.3. Effect of
Reinsurance. The reinsurance effected by this Assumption
Reinsurance Agreement shall create a Novation under all of the Assumed Policies
in accordance with each of the terms and conditions thereof, and subject to all
rights, privileges, defenses, offsets, cross-actions and counterclaims to which
the Company would have been entitled had it continued to act as the insurer
thereunder. It is expressly understood and agreed by the parties to this
Assumption Reinsurance Agreement that no such rights, privileges, defenses,
offsets, cross-actions or counterclaims are waived by the execution of this
Assumption Reinsurance Agreement or the consummation of the transactions
contemplated herein, and that the Reinsurer shall be fully subrogated to all
such rights, privileges, defenses, offsets, cross-actions and counterclaims. On
the applicable Assumption Effective Date, the Reinsurer shall be the successor
of the Company with respect to the Assumed Policy, and such Assumed Policy shall
be the direct obligation of the Reinsurer, and the Company shall have no further
rights or liability thereunder. The Policyholder and any persons insured under
the Assumed Policy shall thereafter disregard the Company as a party to the
Assumed Policy and treat the Reinsurer as if it had been originally obligated
under the Assumed Policy. On and after the applicable Assumption Effective Date,
the Policyholder and the insured or beneficiary under any Assumed Policy shall
have the right to file claims for benefits under the Assumed Policy directly
with the Reinsurer, and shall have a direct right of action against the
Reinsurer therefor. Any payments for benefits made under any Assumed Policy by
the Company prior to the applicable Assumption Effective Date shall be deemed to
have been made by the Reinsurer for purposes of determining any maximum benefits
payable under any of the Assumed Policies.
3
ARTICLE
III
UNDERTAKINGS OF
REINSURER
3.1. Policy
Administration. On and after the applicable Assumption
Effective Date, the Reinsurer shall assume all responsibility for servicing and
administration of the Assumed Policies, including without limitation, the
payment of all allowable claims for benefits under the Assumed Policies in
accordance with the contractual terms and provisions of the Assumed Policies and
the investigation, adjustment, appraisal, defense or settlement thereof, at the
Reinsurer's sole cost and expense; billing and collection of premiums under the
Assumed Policies; preparation of policy changes, endorsements, and such other
administrative services as the Reinsurer, in its sole discretion, deems
necessary, appropriate, or lawful in connection with the Assumed Policies, as
though such Assumed Policies were originally issued as direct insurance
obligations of the Reinsurer.
3.2. Premium Payments:
Negotiation of Checks. Upon and after the applicable
Assumption Effective Date, all premium payments under the Assumed Policies shall
be the sole property of the Reinsurer. The Reinsurer shall be authorized to
endorse for payment all checks, drafts, and money orders payable to the Company
with respect to premiums payable on the Assumed Policies. Effective as of the
applicable Assumption Effective Date, the Company hereby assigns all of its
rights and privileges, to the extent permitted by law, to draft or debit the
accounts of any Policyholders for premiums due under the Assumed Policies
pursuant to existing pre-authorized bank draft or electronic fund transfer
arrangements between the Company and such Policyholders.
3.3. Assumption
Certificates. As promptly as possible after the receipt of any
Required Assumption Approvals, the Reinsurer shall issue to each of the
Policyholders of the Assumed Policies an Assumption Certificate, and provide
satisfactory evidence thereof to the Company. The Assumption Certificate shall
be effective on the applicable Assumption Effective Date, and shall be mailed to
each Policyholder's last known address of record furnished to the Reinsurer by
the Company.
3.4. Premium
Taxes. The Reinsurer shall be and shall remain liable for
payment of premium taxes and state guaranty fund assessments on premiums
received under the Assumed Policies on and after the applicable Assumption
Effective Date.
4
3.5. Forwarding Checks and
Correspondence. On and after the applicable Assumption
Effective Date, all notices, claims and correspondence received by the Company
pertaining to the Assumed Policies, including applications for reinstatements of
lapsed policies, will be forwarded promptly by the Company to the Reinsurer. All
cheeks, drafts or money orders held or received by the Company for premiums due
under the Assumed Policies shall be properly endorsed to the Reinsurer and
forwarded promptly to the Reinsurer by the Company.
ARTICLE
IV
INDEMNIFICATION
4.1. Reinsured
Claims. All claims under the Assumed Policies on and after the
applicable Assumption Effective Date shall be the responsibility of the
Reinsurer, and the Reinsurer shall indemnify and hold the Company harmless from
and against all such claims, including the Company's costs in connection
therewith.
4.2. Extracontractual
Liabilities. The Reinsurer assumes no liability of any kind
hereunder for any Extracontractual Liabilities that the Company may have
incurred or may incur by reason of any actions, inactions or misconduct of the
Company in connection with such Assumed Policies occurring prior to the Closing
Date.
4.3. Cooperation. Each
party agrees that it will cooperate fully with the other party in the
satisfactory settlement of any and all claims, insofar as possible.
4.4. Indemnification. From
and after the applicable Assumption Effective Date, the Reinsurer shall
reimburse the Company for, and shall indemnify and hold the Company harmless and
defend the Company from and against any and all Loss sustained or incurred by,
or asserted against, the Company (a) with respect to the payment of
amounts due under or in connection with any of the Assumed Policies, whether
incurred on or before the Assumption Effective Date; (b) which arise out of (i)
any breach or nonfulfillment by the Reinsurer of, or any failure by the
Reinsurer to perform, any of the covenants, terms or conditions of or any of its
duties or obligations under this Agreement; or, (ii) any action or inaction of
the Reinsurer under or with respect to any of the Assumed Policies (including,
without limitation, any Extracontractual Liabilities that the Company may have
incurred or may incur by reason of any actions, inactions or misconduct of the
Reinsurer in connection with such Assumed Policies occurring on or after the
Assumption Effective Date); or (c) with respect to any enforcement of this
indemnity.
5
ARTICLE
V
MISCELLANEOUS
PROVISIONS
5.1. Notices. Any
and all notices and other communications required or permitted under this
Agreement shall be in writing and shall be deemed to have been duly given when
(a) received by the receiving party if mailed via United States registered or
certified mail, return receipt requested, or mailed by United: States overnight
express mail, (b) sent by facsimile or telecopy machine or email, followed by
confirmation mailed by United States first-class mail or overnight express mail,
or (c) delivered in person or by commercial courier to the parties, provided
written acknowledgment of receipt is obtained, in each case at the address or
addresses as follows:
If to the
Company:
Security
National Life Insurance Company of Louisiana
5300
South 360 West, Suite 200
Salt Lake
City, Utah 84123
Attn: Stephen
M. Sill, Vice President, Treasurer
and Chief Financial
Officer
If to the
Reinsurer:
Security
National Life Insurance Company
5300
South 360 West, Suite 200
Salt Lake
City, Utah 84123
Attn: Stephen
M. Sill, Vice President, Treasurer
and Chief Financial Officer
5.2. Entire
Agreement. This Agreement constitutes the sole and entire
agreement between the parties hereto with respect to the subject matter hereof,
and supersede all prior discussions and agreements between the parties with
respect to the subject matter hereof, which are merged with and into this
Agreement.
5.3. Assignment. This
Agreement shall not be assigned by either of the parties hereto without the
prior written approval of the other party.
5.4. Confidentiality. Each
of the parties shall maintain the confidentiality of all information related to
the Policies and all other information denominated as confidential by the other
party provided to it in connection with this Agreement and shall not disclose
such information to any third parties without prior written consent of the other
party, except as may be required by regulatory authorities, or pursuant to legal
process.
5.5. Misunderstandings and
Oversights. If any failure to pay amounts due or to perform
any other act required of either party by this Agreement is shown to be
unintentional and caused by misunderstanding, oversight or clerical error, then
this Agreement shall not be deemed in breach thereby, but such error shall be
corrected by restoring both parties to the positions they would have occupied
had error not occurred.
6
5.6. Waivers and
Amendments. Any term or condition of this Assumption
Reinsurance Agreement may be waived at any time by the party that is entitled to
the benefit thereof. Such waiver must be in writing and must be executed by an
executive officer of such party. A waiver on one occasion will not be deemed to
be a waiver of the same or any other term or condition on a future occasion.
This Agreement may be modified or amended only by a writing duly executed by an
executive officer of the Company and the Reinsurer, respectively.
5.7. Third Party
Beneficiaries. This Agreement is for the sole and exclusive
benefit of the parties and their successors and permitted assigns and, to the
extent expressly set forth in this Agreement, those Policyholders, insureds and
beneficiaries who are insured under Assumed Policies.
5.8. Governing
Law. This Agreement will be governed by and construed in
accordance with the laws of the State of Utah, without regard to its conflicts
of law doctrine.
5.9. Counterparts. This
Agreement may be executed in counterparts, each of which will be deemed an
original, but all of which shall constitute one and the same
instrument.
5.10. Headings. The
headings in this Agreement have been inserted for convenience and do not
constitute matter to be construed or interpreted in connection with this
Agreement.
5.11. Severability. If
any provision of this Agreement is held to be illegal, invalid or unenforceable
under any present or future law or if determined by a court of competent
jurisdiction to be unenforceable, and if the rights or obligations of the
Company or the Reinsurer under this Agreement will not be materially and
adversely affected thereby, such provision shall be fully severable, and this
Agreement will be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part of this Agreement, and the
remaining provisions of this Agreement shall remain in full force and effect and
will not be affected by the illegal, invalid or unenforceable provision or by
its severance herefrom.
[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]
7
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of
the date first above written.
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SECURITY
NATIONAL LIFE INSURANCE
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COMPANY
OF LOUISIANA
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By: /s/
Scott M.
Quist
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Scott
M. Quist, President
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SECURITY
NATIONAL LIFE INSURANCE
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COMPANY
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By: /s/
Scott M.
Quist
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Scott
M. Quist, President
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8
SAMPLE
SECURITY
NATIONAL LIFE INSURANCE COMPANY
5300
South 360 West, Suite 200
Salt Lake
City, Utah 84123
Policy
No.
John
Doe
123 Main
Street
City,
State, Zip
CERTIFICATE
OF ASSUMPTION
This is
to certify that pursuant to the terms of an Assumption Reinsurance Agreement,
Security National Life Insurance Company, a Utah domiciled life insurance
company, with its home office at 5300 South 360 West, Suite 200, Salt Lake City,
Utah 84123, has reinsured and assumed all of the contractual
liabilities of Security National Life Insurance Company of Louisiana,
a Louisiana domiciled insurance company, under this Policy on the same terms and
conditions as set forth in this Policy; subject to any available defenses and
offsets, and subject to the terms and conditions set forth in the Assumption
Reinsurance Agreement and this Assumption Certificate, which will become a part
of the Policy.
From and
after the date hereof, you should submit all claims under this Policy, whenever
incurred, and all premiums due under this Policy, to the following
address:
SECURITY
NATIONAL LIFE INSURANCE COMPANY
5300
South 360 West, Suite 200
Salt Lake
City, Utah 84123
Phone: 801-264-1060
Toll
Free: 1-800-574-7117
IN
WITNESS WHEREOF, Security National Life Insurance Company has caused this
Certificate to be executed at its administrative office in Salt Lake City, Utah,
by its President as of the ____ day of December, 2009, its effective
date.
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_____________________________
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______________________________
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_____________,
Secretary
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_______________,
President
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9
EXHIBIT 10.3
ASSIGNMENT
THIS
ASSIGNMENT (this "Assignment") is made and entered into effective this 31st day
of December, 2009, by and between SECURITY NATIONAL LIFE INSURANCE
COMPANY OF LOUISIANA, a Louisiana domiciled insurance company ("Security
National Life of Louisiana"), and SECURITY NATIONAL LIFE INSURANCE COMPANY, a
Utah domiciled insurance company ("Security National Life")
(collectively, the "Parties").
WITNESSETH:
WHEREAS,
on September 18, 2009, Security National Life of Louisiana and Security National
Life entered into an Agreement and Plan of Complete Liquidation (the
"Agreement"), pursuant to which Security National Life of Louisiana is to be
liquidated into Security National Life in essentially the same manner as the
liquidation described in the Internal Revenue Service Private Letter Ruling
9847027 in order to achieve the same tax treatment and consequences under
Section 332 of the Internal Revenue Code of 1986, as amended, and other
applicable provisions described in said Letter Ruling; and
WHEREAS,
in order to complete the liquidation of Security National Life of Louisiana and
the transfer of its business to Security National Life under the terms of the
Agreement, Security National Life and Security National Life of Louisiana
entered into a Reinsurance Agreement (the "Reinsurance Agreement") dated
December 31, 2009, in which Security National Life became primarily liable for
the liabilities of Security National Life of Louisiana on insurance contracts
and annuities issued by Security National Life of Louisiana to its
policyholders, and Security National Life of Louisiana transferred assets to
Security National Life having a fair market value equal to or greater than the
assumed liabilities; and
WHEREAS,
Security National Life of Louisiana and Security National Life desire to enter
into an assignment in which Security National Life of Louisiana would assign and
transfer to Security National Life all of its assets and liabilities, except for
the assets and liabilities transferred pursuant to the Reinsurance
Agreement;
NOW,
THEREFORE, in consideration of the mutual promises, agreements and covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereto agree as
follows:
1. Except
for the assets transferred by Security National Life of Louisiana to Security
National Life pursuant to the Reinsurance Agreement, Security National Life of
Louisiana hereby assigns, transfers and conveys to Security National Life, as of
the date of this Assignment, all of Security National Life of Louisiana's
rights, title and interest in and to all of its assets of every kind and nature
whatsoever, including without limitation, the following: (i) cash
reserved for the payment of certain liabilities and obligations of Security
National Life of Louisiana, including advanced premiums, suspense items on
insurance policies, and escheate obligations; (ii) furniture and equipment,
including computer hardware and software; (iii) prepaid deposits; (iv) accrued
investment income; (v) reinsurance and other receivables; (vi) agent balances;
(vii) business and other operational licenses; (viii) maintenance agreements;
(ix) rights to transact business in the name of Security National Life Insurance
Company of Louisiana; (x) accounting and other records; (xi) leases and contract
rights; (xii) insurance policies; and (xiii) any and all other real and personal
property.
2. Except
for the liabilities of Security National Life of Louisiana assumed by Security
National Life pursuant to the Reinsurance Agreement, Security National Life
hereby assumes any and all liabilities of Security National Life of Louisiana as
of the date of this Assignment;
3. Security
National Life of Louisiana also hereby assigns, transfers and conveys to
Security National Life all of its rights in and to the name of Security National
Life Insurance Company of Louisiana and permits Security National Life to
immediately assume and use the name of Security National Life Insurance Company
of Louisiana.
4. This
Assignment may be modified or amended only in writing duly executed by each of
the Parties.
5. This
Assignment shall be governed and construed and enforced in accordance with the
laws of the State of Utah (without regard to the principles of conflicts of law)
applicable to a contract executed and performable in such state.
6. This
Assignment is binding upon and will inure to the benefit of the Parties and
their respective successors and permitted assigns.
7. Neither
this Assignment nor any right or obligation herein or part hereof may be
assigned by any party hereto with the prior written consent of the other party
hereto and the Louisiana Department of Insurance (and any attempt to do so will
be void).
8. This
Assignment may be executed simultaneously in counterparts, each of which will be
deemed an original, but all of which, when taken together, will constitute one
and the same instrument.
IN
WITNESS WHEREOF, each of the Parties hereto, intending to be legally bound
hereby, has duly executed this Assignment as of the date first above
written.
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SECURITY
NATIONAL LIFE INSURANCE COMPANY
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OF
LOUISIANA
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By:
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/s/
Scott M. Quist
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Its:
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President
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SECURITY
NATIONAL LIFE INSURANCE COMPANY
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By:
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/s/
Scott M. Quist
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Its:
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President
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2
EXHIBIT 10.4
AGREEMENT
AND PLAN OF COMPLETE LIQUIDATION OF
CAPITAL
RESERVE LIFE INSURANCE COMPANY
INTO
SECURITY NATIONAL LIFE INSURANCE COMPANY
THIS
AGREEMENT AND PLAN OF COMPLETE LIQUIDATION (this “Agreement”) is made and
entered into effective this 4th day of December, 2009, by and between CAPITAL
RESERVE LIFE INSURANCE COMPANY, a Missouri domiciled insurance company (“Capital
Reserve”), and SECURITY NATIONAL LIFE INSURANCE COMPANY, a Utah domiciled life
insurance company ("Security National Life").
WITNESSETH:
WHEREAS,
on December 20, 2007, Security National Life completed the purchase of all of
the outstanding shares of Capital Reserve and, as a result, Capital Reserve
became a wholly owned subsidiary of Security National Life;
WHEREAS,
both corporations are involved in the same line of business, and it has been
determined by the Boards of Directors of both Capital Reserve and Security
National Life that it will be more efficient and profitable to have Capital
Reserve liquidated into Security National Life;
WHEREAS,
the Boards of Directors of both Capital Reserve and Security National Life do
for said reasons and for the general welfare of said corporations and their
respective stockholders, deem it advisable that Capital Reserve be liquidated
into Security National Life; and
WHEREAS,
this Agreement has been approved and authorized by resolutions adopted by the
sole shareholder of Capital Reserve and the directors of each
party.
NOW
THEREFORE, in consideration of the premises and for the purposes of setting
forth and prescribing the terms and conditions of such complete liquidation and
the manner of carrying the same into effect, the parties hereto do hereby adopt
the following plan of complete liquidation and agree as follows:
AGREEMENT
Section
1
It is
intended that Capital Reserve be liquidated into Security National Life in
essentially the same manner as the liquidation described in Private Letter
Ruling 9847027 in order to achieve the same tax treatment and consequences under
Section 332 of the Internal Revenue Code of 1986 and other applicable provisions
described in said Letter Ruling.
Section
2
The
liquidation of Capital Reserve and transfer of its business and operations to
Security National Life shall be accomplished as follows:
(1) Prior
to December 31, 2009, but after the date of adoption of this Agreement, Security
National Life shall exercise its right of recapture pursuant to Article II,
Section 3 of the Reinsurance Agreement dated November 30, 2008, between Security
National Life and Capital Reserve to recapture all of the policies and risks
reinsured under that Reinsurance Agreement and, as a result, Security National
Life will become primarily liable for the liabilities on the insurance contracts
and annuities originally issued by Capital Reserve to its
policyholders. The assets transferred to Security National Life
pursuant to such right of recapture shall have a fair market value equal to the
assumed liabilities.
(2) Simultaneously
with the transfer of assets and liabilities made pursuant to the recapture in
paragraph (1) above, all of the other assets of Capital Reserve not transferred
in such recapture, as they exist at that time (except for Capital Reserve’s
corporate charter, insurance licenses, and the minimum capital, if any,
including cash and investments necessary to preserve its corporate existence
(“Retained Assets”)), shall be distributed by Capital Reserve to Security
National Life, and Security National Life shall assume all of the liabilities of
every kind and description of Capital Reserve existing at that
time. Security National Life has no plan or intention to dispose of
such assets. The fair market value of Capital Reserve’s assets
transferred to Security National Life pursuant to the recapture will equal its
liabilities (including any amounts owed to Security National Life) immediately
prior to the Final Liquidating Distribution, as defined below. After
this distribution, Security National Life will continue to own all of the stock
of Capital Reserve, and Capital Reserve will be a corporate shell holding only
the Retained Assets.
(3) The
simultaneous distributions described in paragraphs (1) and (2) above of this
Section 2 will constitute the “First Liquidating
Distribution.” Within twelve months of the First Liquidating
Distribution, Security National Life will either (i) sell the Capital Reserve
stock to an unrelated business entity, or (ii) distribute the remaining assets
to Security National Life in complete liquidation of Capital Reserve, which will
constitute the “Second Liquidating Distribution.” After such
distribution, Capital Reserve will cease to exist.
(4) Security
National Life will file the statement described in Treasury Regulations, Section
332-6(b) and, if applicable, both Security National Life and Capital Reserve
will file the statement described in Treasury Regulations, Section
381(b)-1(b)(3).
(5) In
implementing this Agreement, Security National Life and Capital Reserve shall
each be responsible to comply with all regulatory requirements applicable to
it.
Section
3
Capital
Reserve will make all deeds, conveyances, assignments, bills of sale or
assurances as are necessary or desirable to vest in Security National Life the
title to any property or rights of Capital Reserve or to evidence such vesting,
and will do all things as may be necessary, proper or appropriate to accomplish
same. It is agreed and intended by the parties that all such deeds,
conveyances, assignments, bills of sale and assurances will be executed and
delivered as part of the liquidating distributions described in Section
2.
2
Section
4
This
Agreement shall be signed on behalf of each party hereto by its
President. Each party to this Agreement agrees to comply with laws
applicable to it in connection with this Agreement.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
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CAPITAL
RESERVE LIFE INSURANCE COMPANY,
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a
Missouri corporation
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Attest:
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By: /s/
Scott M.
Quist
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Scott M. Quist, President
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/s/
Jeffrey R.
Stephens
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Jeffrey
R. Stephens, Secretary
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SECURITY
NATIONAL LIFE INSURANCE COMPANY,
a
Utah corporation
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Attest:
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By: /s/
Scott M.
Quist
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Scott M. Quist, President
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/s/
Jeffrey R.
Stephens
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Jeffrey
R. Stephens, Secretary
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3
EXHIBIT 10.5
ASSIGNMENT
THIS
ASSIGNMENT (this "Assignment") is made and entered into effective the 31st day
of December, 2009, by and between CAPITAL RESERVE LIFE INSURANCE COMPANY, a
Missouri domiciled insurance company ("Capital Reserve"), and SECURITY NATIONAL
LIFE INSURANCE COMPANY, a Utah domiciled insurance company ("Security National")
(collectively, the "Parties").
WITNESSETH:
WHEREAS,
on December 4, 2009, Capital Reserve and Security National entered into an
Agreement and Plan of Complete Liquidation of Capital Reserve Life Insurance
Company into Security National Life Insurance Company (the "Agreement and Plan
of Complete Liquidation"), pursuant to which Capital Reserve would be liquidated
into Security National in essentially the same manner as the liquidation
described in the Internal Revenue Service Private Letter Ruling 9847027 in order
to achieve the same tax treatment and consequences under Section 332 of the
Internal Revenue Code of 1986, as amended, and other applicable provisions
described in said Letter Ruling; and
WHEREAS,
on December 31, 2009, in order to complete the liquidation of Capital Reserve
and the transfer of its business to Security National under the terms of the
Agreement and Plan of Complete Liquidation, Security National exercised its
right of recapture pursuant to Article II, Section 3 of the Reinsurance
Agreement dated November 30, 2008, to recapture all the policies and risks under
that Reinsurance Agreement and, as a result, Security National became primarily
liable for the liabilities of Capital Reserve on the insurance contracts and
annuities originally issued by Capital Reserve to its policyholders; of which
the assets transferred to Security National pursuant to such right of recapture
have a fair market value of $4,955,000, which amount is equal to the amount of
assumed liabilities; and
WHEREAS,
Capital Reserve and Security National desire to enter into an assignment to
transfer and distribute to Security National all of Capital Reserve's remaining
assets, except that the assets to be transferred hereunder will not include
certain retained assets (the "Retained Assets") described in Exhibit "A"
attached hereto and incorporated herein, such Retained Assists to consist of
Capital Reserve's corporate charter, insurance licenses, and capital and
surplus, including cash and bonds, necessary to preserve Capital Reserve's
corporate existence;
NOW,
THEREFORE, in consideration of the mutual promises, agreements and covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereto agree as
follows:
1. Except
for the Retained Assets only, Capital Reserve hereby assigns, transfers and
conveys to Security National all of Capital Reserve's rights, title and
interests in and to all of the following assets: (i) furniture and
equipment, including computer hardware and software; (ii) leases and contract
rights, including the license relating to the Rudd and Wisdom QL Admin policy
administration system; (iii) the Mizell Funeral Home Note in the principal
amount of $46,175; and (iv) accounting and other
records.
2. This
Assignment may be modified or amended only in writing duly executed by each of
the Parties.
3. This
Assignment shall be governed and construed and enforced in accordance with the
laws of the State of Utah (without regard to the principles of conflicts of law)
applicable to a contract executed and performable in such state.
4. This
Assignment is binding upon and will inure to the benefit of the Parties and
their respective successors and permitted assigns.
5. Neither
this Assignment nor any right or obligation herein or part hereof may be
assigned by any party hereto with the prior written consent of the other party
hereto (and any attempt to do so will be void).
6. This
Assignment may be executed simultaneously in counterparts, each of which will be
deemed an original, but all of which, when taken together, will constitute one
and the same instrument.
IN
WITNESS WHEREOF, each of the Parties hereto, intending to be legally bound
hereby, has duly executed this Assignment as of the date first above
written.
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CAPITAL
RESERVE LIFE INSURANCE COMPANY
|
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By:
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/s/
Scott M. Quist
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Its:
|
President
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||
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SECURITY
NATIONAL LIFE INSURANCE COMPANY
|
|||
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By:
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/s/
Scott M. Quist
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Its:
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President
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2
| Corporate Charter: | ||||
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State
of Missouri
|
||||
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Insurance
Licenses:
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||||
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States
of Iowa, Kansas and Missouri
|
||||
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Capital
and Surplus:
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||||
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Cash:
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||||
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Key
Bank
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$ | 1,038,000 | ||
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Total
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||||
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Bonds:
|
||||
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U.S.
Treasury */
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$ | 650,000 | ||
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Total
Assets
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$ | 1,688,000 | ||
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Total
Capital and Surplus
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$ | 1,688,000 | ||
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*/ On
deposit with the Missouri Department of Insurance
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