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) July 30, 2012
STANCORP FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
| State of Oregon | 1-14925 | 93-1253576 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 1100 SW Sixth Avenue, Portland, Oregon |
97204 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 8—Other Events
Item 8.01 Other Events.
Automatic Termination of Replacement Capital Covenant
The Replacement Capital Covenant (the “RCC”), dated as of May 29, 2007, that StanCorp Financial Group, Inc. (“StanCorp”) entered into for the benefit of the holders of its $250 million 6.875% 10-year Senior Notes due October 1, 2012, automatically terminated when StanCorp ceased to have long-term debt outstanding (other than the 6.90% Fixed-to-Floating Rate Income Capital Obligation Notes® due 2067, the holders of which are not beneficiaries of the RCC). As a result of the termination, no future long-term debt of StanCorp will be a beneficiary of the RCC.
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.
| STANCORP FINANCIAL GROUP, INC. | ||||
| Dated: July 30, 2012 |
||||
| /s/ Robert M. Erickson | ||||
| Robert M. Erickson | ||||
| Vice President and Controller | ||||