SFG Stancorp Financial Grp., Inc.

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) February 8, 2016

STANCORP FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

(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:

Section 7 – Regulation FD

Item 7.01    Regulation FD Disclosure

On February 8, 2016, StanCorp Financial Group, Inc. (“StanCorp”) informed the New York Stock Exchange (the “NYSE”) that StanCorp and Meiji Yasuda Life Insurance Company (“Meiji Yasuda”) have received all regulatory approvals for Meiji Yasuda’s previously announced acquisition of StanCorp (the “Merger”), and that the closing of the Merger is anticipated to occur on March 7, 2016, subject to the satisfaction of all necessary conditions to closing. StanCorp also informed the NYSE of StanCorp’s intent to notify the NYSE after the effective time of the Merger that the Merger had been completed and to request that the NYSE file with the Securities and Exchange Commission (the “SEC”) an application on Form 25 to report the delisting of StanCorp’s common stock (the “Shares”), from the NYSE and to deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). StanCorp intends to file a Form 15 with the SEC to terminate or suspend its reporting obligations under Section 13(a) and 15(d) of the Exchange Act with respect to the Shares at the time such filing is permitted under SEC rules.

Section 8 – Other Events

Item 8.01    Other Events

On February 8, 2016, StanCorp issued a press release announcing that it had received all necessary approvals for the Merger. A copy of that press release is furnished as Exhibit 99.1.

Section 9 – Financial Statements and Exhibits

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

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.

EXHIBIT INDEX

Exhibit 99.1

Meiji Yasuda Receives Regulatory Approvals for StanCorp Acquisition

PORTLAND, Ore. — February 8, 2016 — StanCorp Financial Group, Inc. (NYSE: SFG) (“StanCorp”) today announced that Meiji Yasuda Life Insurance Company (“Meiji Yasuda”) has received all necessary approvals from regulatory authorities in the United States and Japan for the previously announced proposed acquisition of all of the outstanding shares of common stock of StanCorp pursuant to the Agreement and Plan of Merger entered into on July 23, 2015 (the “Merger Agreement”).

Subject to the satisfaction of customary closing conditions, the parties to the Merger Agreement intend to close the acquisition transaction with an effective date of March 7, 2016. On the effective date, each outstanding share of StanCorp common stock will be converted into the right to receive $115.00 in cash, without interest, and less any applicable withholding taxes.

About StanCorp

StanCorp Financial Group, Inc., through its subsidiaries marketed as The Standard — Standard Insurance Company, The Standard Life Insurance Company of New York, Standard Retirement Services, StanCorp Mortgage Investors, StanCorp Investment Advisers, StanCorp Real Estate and StanCorp Equities — is a leading provider of financial products and services. StanCorp’s subsidiaries offer group and individual disability insurance, group life and accidental death and dismemberment insurance, group dental and group vision insurance, absence management services, retirement plans products and services, individual annuities, and the origination and servicing of fixed-rate commercial mortgage loans. For more information about StanCorp Financial Group, Inc., visit its investor relations website at www.stancorpfinancial.com.

About Meiji Yasuda

Meiji Yasuda Life Insurance Company is headquartered in Tokyo, and is the oldest and third largest life insurance company in Japan. It provides a variety of group and individual life insurance products, bancassurance, and group annuity products in Japan. It also has insurance operations in the U.S., Poland, China, Indonesia, and Thailand. Additional information about Meiji Yasuda can be found at http://www.meijiyasuda.co.jp/english/.

Disclosure

Information in this news release includes certain statements related to future events. These statements are “forward-looking” statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Because such statements are subject to risks and uncertainties, actual results in future periods may differ materially from those expressed or implied by such forward-looking statements. The risks and uncertainties are detailed in reports filed by StanCorp with the Securities and Exchange Commission, including Forms 10-Q and 10-K.

Contacts

StanCorp Financial Group, Inc.

Investor Relations and Financial Media

Jeff Hallin, 971-321-6127

Vice President, Investor Relations and Capital Markets

jeff.hallin@standard.com

General Media

Justin Delaney, 971-321-8541

Vice President, External Affairs & Associate Counsel

justin.delaney@standard.com

Stancorp (NYSE:SFG)
Historical Stock Chart
From Jun 2024 to Jul 2024

Stancorp (NYSE:SFG)
Historical Stock Chart
From Jul 2023 to Jul 2024