COTTON STATES LIFE INSURANCE COMPANY

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GgsJpQGt+kAOeAbgAzEs6uYkhEI1MKUjZchJjk+giXxd2cLH4IFbpZ/hhpm3cTr1 HrjwXxIjOumq0DQQIdiPpA== 0000950144-04-010640.txt : 20041108 0000950144-04-010640.hdr.sgml : 20041108 20041108160620 ACCESSION NUMBER: 0000950144-04-010640 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041108 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041108 DATE AS OF CHANGE: 20041108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COTTON STATES LIFE INSURANCE CO / CENTRAL INDEX KEY: 0000025118 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 580830929 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-39729 FILM NUMBER: 041125893 BUSINESS ADDRESS: STREET 1: 244 PERIMETER CENTER PKWY NE CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 4043918600 MAIL ADDRESS: STREET 1: P.O. BOX 15303 CITY: ATLANTA STATE: GA ZIP: 30348 FORMER COMPANY: FORMER CONFORMED NAME: COTTON STATES LIFE & HEALTH INSURANCE CO DATE OF NAME CHANGE: 19920703 8-K 1 g91773e8vk.htm COTTON STATES LIFE INSURANCE COMPANY COTTON STATES LIFE INSURANCE COMPANY

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): November 8, 2004

COTTON STATES LIFE INSURANCE COMPANY

(Exact name of registrant as specified in its charter)


Georgia		002-39729		58-0830929
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

244 Perimeter Center Parkway, N.E.
Atlanta, Georgia
(Address of principal executive offices)

30346
(Zip Code)

Registrant’s telephone number, including area code: (770) 391-8600

Not Applicable
(Former name or address, 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:


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

On November 5, 2004, Cotton States Life Insurance Company (the “Company”) issued a press release containing information about the Company’s financial condition or results of operations for the three month and nine month periods ended September 30, 2004. A copy of the press release is attached as Exhibit 99.1

Item 9.01 Financial Information and Exhibits

(c) Exhibits

99.1 Press Release dated November 5, 2004.

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: November 8, 2004
		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 of Finance

Exhibit Index


Exhibit No.		Description
99.1		Press Release dated November 5, 2004

EX-99.1 2 g91773exv99w1.txt EX-99.1 PRESS RELEASE EXHIBIT 99.1 [COTTON STATES INSURANCE LOGO] FOR IMMEDIATE RELEASE CONTACT: Wendy M. Chamblee (770) 391-8903 Vice President, Corporate Communications or William J. Barlow (770) 391-8789 Vice President, Finance-Controller COTTON STATES LIFE INSURANCE COMPANY ANNOUNCES THIRD-QUARTER EARNINGS ATLANTA (November 5, 2004) Cotton States Life Insurance Company (Nasdaq: CSLI) today announced net earnings for the third quarter of 2004 of $1.2 million or $.19 per diluted share, compared to $1.8 million or $.29 per diluted share for the same period in 2003. Net income through September 30, 2004, was $3.5 million or $.53 per diluted share, compared to $5.0 million or $.76 per diluted share during the first nine months of 2003. Premiums increased nearly eight percent for the year, resulting in part from a 14 percent increase in the Company's guaranteed issue/simplified issue premium and an eight percent increase in traditional life premium. Death benefits, which were up in the first quarter, returned to expected levels in both the second and third quarters. Net investment income and capital gains, compared to last year's performance, continue to be impacted by the uncertain investment market. Additionally, third-quarter earnings were affected by transaction-related expenses associated with the proposed merger with a subsidiary of COUNTRY Life Insurance Company(R). The shareholders of Cotton States Life Insurance Company recently approved the Agreement and Plan of Merger. Of the shares voted, more than 99 percent voted to approve the Agreement and Plan of Merger and less than one percent voted against it or abstained from voting. Under the Agreement and Plan of Merger, Cotton States Life Insurance shareholders will receive $20.25 cash for each share of outstanding common stock of Cotton States Life Insurance Company upon consummation of the merger. As a result, Cotton States Life Insurance Company will become a privately held company. Last week, the Georgia Insurance Department held a public hearing to review the proposed merger of Cotton States Life Insurance Company and the affiliation of Cotton States Mutual Insurance Company and its subsidiary, Shield Insurance Company, with the property/casualty insurance group of COUNTRY. The transactions will be consummated upon receiving final approvals from the Georgia Department of Insurance and other regulatory authorities, and the satisfaction of the other conditions to closing set forth in the transaction documents. It is anticipated that the transactions with COUNTRY will close in early January 2005, if all such approvals are received and conditions satisfied. ABOUT COUNTRY COUNTRY(R) Insurance & Financial Services and its alliances serve about one million households and businesses throughout the United States. Founded in 1925, the group now has nearly 2,000 exclusive agents in 14 Midwestern and Western states who offer a full range of property/casualty, life and annuity products, as well as financial and estate planning services. Through alliances, affiliations and relationships with independent agents, their geographic reach spans across the United States. The COUNTRY property/casualty pool includes COUNTRY Mutual Insurance Company, Bloomington, Ill.; Middlesex Mutual Assurance Company, Middletown, Conn.; Holyoke Mutual Insurance Company in Salem, Salem, Mass.; and MSI Insurance Companies, Arden Hills, Minn. The COUNTRY insurance companies have nearly $1.5 billion of property/casualty premium, $530 million in life premium and are consistently rated A+ by A.M. Best. For additional information, visit www.countryfinancial.com. ABOUT COTTON STATES Cotton States Insurance is a group of companies that has been providing quality insurance products to customers in the Southeast since 1941, with products for auto, home and life. The Group's product portfolio is complemented with specialty products that are marketed through its two brokerage operations. The Cotton States Insurance Group includes Cotton States Mutual Insurance Company, Shield Insurance Company and Cotton States Life Insurance Company, including its two subsidiaries Cotton States Marketing Resources, Inc. and CSI Brokerage Services, Inc. Cotton States Life Insurance Company is traded on The NASDAQ National Market under the symbol CSLI. For additional information, visit www.cottonstatesinsurance.com. FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements that are not strictly historical and that involve risks and uncertainties. Such statements include, without limitation, any statements containing the words "believe," "anticipate," "estimate," "expect," "intend," "plan," and other similar expressions, as well as statements regarding the transactions with COUNTRY. The forward-looking statements set forth herein involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including the ability to obtain necessary regulatory approvals and the timing thereof, the ability of the parties to satisfy the conditions to closing set forth in the transaction documents with COUNTRY, general economic conditions, changes in the economic and financial condition of Cotton States prior to closing, and legislation or regulatory environments that adversely affect the businesses. Cotton States and COUNTRY expressly disclaim any obligation to update these forward-looking statements. COTTON STATES LIFE INSURANCE COMPANY Unaudited Consolidated Condensed Statements of Earnings Three Months and Nine Months ending September 30, 2004 and 2003

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