SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
Current Report for Event Occurring December 29, 2003
of
COTTON STATES LIFE INSURANCE COMPANY
a Georgia Corporation
IRS Employer Identification No. 58-0830929
SEC File Number 002-39729
244 Perimeter Center Parkway, N.E.
Atlanta, Georgia 30346
(770) 391-8600
Item 5. Other Events
Cotton States Life Insurance Company, a Georgia company (“Cotton States Life”) and COUNTRY Life Insurance Company, an Illinois stock insurance company (“COUNTRY Life”), have entered into an Agreement and Plan of Merger, dated as of December 29, 2003 (the “Merger Agreement”). The Merger Agreement provides for the merger of a subsidiary of COUNTRY Life with and into Cotton States Life (the “Merger”) with Cotton States Life as the surviving corporation and a subsidiary of COUNTRY Life. Pursuant to the Merger Agreement, Cotton States Life Insurance stockholders will receive $20.25 in cash for each share of outstanding common stock of Cotton States Life Insurance Company.
In addition, Cotton States Mutual Insurance Company and its wholly-owned subsidiary Shield Insurance Company entered into an Alliance Agreement, dated as of December 29, 2003, with COUNTRY Mutual Insurance Company, which sets forth the affiliation between Cotton States and COUNTRY and which would add Cotton States Mutual Insurance Company to the COUNTRY Property/Casualty Reinsurance Pool.
The Merger Agreement entered into by Cotton States Life is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K.
On December 30, 2003, Cotton States Life issued the press release filed herewith as Exhibit 99.1 to this Current Report on Form 8-K in connection with the Merger Agreement and the transactions contemplated by the Alliance Agreement.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
| (a) | Financial Statements. | ||
| None | |||
| (b) | Pro Forma Financial Statements. | ||
| None | |||
| (c) | Exhibits. |
| 10.1 | Agreement and Plan of Merger, dated December 29, 2003, among Cotton States Life Insurance Company, COUNTRY Life Insurance Company and COUNTRY Medical Plans, Inc. | ||
| 99.1 | Press release dated December 30, 2003. | ||
Signature
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.
Dated: December 30, 2003
| COTTON STATES LIFE INSURANCE COMPANY | ||||
| By: | /s/ J. Ridley Howard | |||
| Name: | J. Ridley Howard | |||
| Title: | Chairman, President and | |||
| Chief Executive Officer | ||||
| By: | /s/ William J. Barlow | |||
| Name: | William J. Barlow | |||
| Title: | Vice President Finance and | |||
| Assistant Treasurer | ||||
Exhibit Index
| 10.1 | Agreement and Plan of Merger, dated December 29, 2003, among Cotton States Life Insurance Company, COUNTRY Life Insurance Company and COUNTRY Medical Plans, Inc. | ||
| 99.1 | Press release dated December 30, 2003. |