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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______________)*
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 Randall A. Mackey, Esq.
President and Chief Operating Officer Mackey Price Thompson & Ostler
Security National Financial Corporation 57 West 200 South, Suite 350
5300 South 360 West, Suite 250 Salt Lake City, UT 84101
Salt Lake City, UT 84123
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 17, 1998
(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).
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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).....................................................BK, 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.................................................................1,095,496
ially Owned
by Each 9. Sole Dispositive Power......................................................................0
Reporting
Person With 10. Shared Dispositive Power............................................................1,095,496
11. Aggregate Amount Beneficially owned by Each Reporting Person........................1,095,496
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)............................................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).....................................................BK, 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.................................................................1,095,496
ially Owned
by Each 9. Sole Dispositive Power......................................................................0
Reporting
Person With 10. Shared Dispositive Power............................................................1,095,496
11. Aggregate Amount Beneficially owned by Each Reporting Person........................1,095,496
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)............................................... IC
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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).....................................................BK, 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
Beneficially 8. Shared Voting Power.................................................................1,095,496
Owned by
Each 9. Sole Dispositive Power......................................................................0
Reporting
Person With 10. Shared Dispositive Power............................................................1,095,496
11. Aggregate Amount Beneficially owned by Each Reporting Person........................1,095,496
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.
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Item 3. Source and Amount of Funds or Other Consideration
The amount of funds used to complete the acquisition of Consolidare
Enterprises, Inc. was $12,248,194, of which $6,250,000 was obtained from bank
financing and the balance of $5,998,194 from funds held by Security National
Financial Corporation (working capital). Security National Financial Corporation
borrowed the $6,250,000 from Key Bank of Utah.
Item 4. Purpose of Transaction
On December 17, 1998 and pursuant to its strategy of purchasing other
insurance companies, Security National Financial Corporation completed the
acquisition of Consolidare Enterprises, Inc., a Florida corporation, pursuant to
the terms of an acquisition agreement, dated April 17, 1998, which Security
National Financial Corporation entered into with Consolidare and certain
shareholders of Consolidare for the purchase of all of the outstanding common
shares of Consolidare. Prior to completion of the acquisition, Consolidare's
assets included 1,095,496 shares of the Southern Security Life Insurance Company
common stock, or 57.4% of the outstanding common shares of Southern Security
Life Insurance Company. As consideration for the purchase of the Consolidare
shares, Southern Security Life Insurance Company paid a total of $12,248,194 to
the Consolidare stockholders at closing.
In addition, the executive officers and directors of Southern Security
Life Insurance Company and Consolidare resigned at closing and were replaced by
individuals who also served as the executive officers and directors of Security
National Financial Corporation and Security National Life Insurance Company.
Furthermore, on December 17, 1998, Security National Financial Corporation
entered into an administrative services agreement with Southern Security Life
Insurance Company at closing in which Security National Financial Corporation
agreed to provide Southern Security Life Insurance Company with certain defined
administrative and financial services, for which Southern Security Life
Insurance Company agreed to pay Security National Financial Corporation an
administrative services fee of $250,000 per month, or $3,000,000 on an annual
basis. Consolidare Enterprises, Inc. subsequently changed its name to SSLIC
Holding Company.
Except as set forth in this Item 4 above, the Filing Parties had no
plans or proposals at the time that related to or that would have resulted in
any actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of
the Securities Exchange Act of 1934, as amended.
Item 5. Interest in Securities of the Issuer
(a) As of December 17, 1998, the reporting persons owned 57.4% of the
outstanding shares of Southern Security Life Insurance Company (or
1,095,496 common shares).
(b) 1,095,496 common 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
This transaction is the result of the acquisition agreement, dated
April 17, 1998, by and among Security National Financial Corporation,
Consolidare Enterprises, Inc. and certain stockholders of Consolidare.
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 May 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).
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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.
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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 FINANCIAL CORPORATION
By: /s/ Scott M. Quist
--------------------------------------
Scott M. Quist, President and Chief
Operating Officer
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
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