WSR 00-14-018



[ Filed June 28, 2000, 11:09 a.m. ]

In the Matter of the Acquisition of NORTHERN LIFE INSURANCE COMPANY. )))) No. G 2000-27



TO: William D. Torchiana
Sullivan & Cromwell

125 Broad Street

New York, New York 10004-2498

B. Scott Burton

Sr. Vice President & Chief Counsel

ING Americas

5780 Powers Ferry Road, N.W.

Atlanta, Georgia 30327-4390

Richard Crowl, Sr. Vice President

ReliaStar Financial Corporation

20 Washington Avenue South

Minneapolis, Minnesota 55401

William D. Fritts, Jr., Vice President

ReliaStar Financial Corporation

20 Washington Avenue South

Minneapolis, Minnesota 55401

Northern Life Insurance Company (Northern) is a domestic Washington insurance company. It is a subsidiary of ReliaStar Life Insurance Company. The ultimate controlling person of Northern is ReliaStar Financial Corporation.

ING Groep N.V. has announced its intention to acquire ReliaStar Financial Corporation, including Northern. The applicant is headquartered in Amsterdam, The Netherlands. The United States based operations of the applicant are under the direction of ING America Insurance Holdings, Inc. A number of insurance companies whose ultimate controlling person is ING Groep N.V. have been issued Washington certificates of authority.

The acquisition of a domestic Washington insurance company is controlled by Chapter 48.31B RCW. Pursuant to RCW 48.31B.015 and WAC 284-18-910, a Form "A" submission was made by the applicant on May 25, 2000. A determination that a Form "A" is complete begins the 60 day period within which the Insurance Commissioner must hold a hearing and decide whether to approve the change of control of the company.

YOU ARE HEREBY NOTIFIED that a hearing is scheduled to be held commencing at 1:00 p.m. on Monday, July 24, 2000, in the Conference Room of the Insurance Commissioner's Offices at 420 Golf Club Road, Suite 102, Lacey, Washington 98503, to consider the proposed acquisition of Northern.

The hearing will be held under the authority granted the Commissioner by Chapter 48.04 RCW and RCW 48.31B.015. RCW 48.31B.015 lists the findings which must be made before approval can be given to any proposed acquisition of control over a Washington domestic insurer.

The basic facts relied upon are those set forth in the Form "A" filed with the Commissioner. The complete Form "A" will be made part of the record of the hearing.

The Commissioner has not taken, and will not take, any position on this matter prior to entry of the hearing order.

All parties may be represented at the hearing. They may examine witnesses and fully respond and present evidence and argument on all issues involved, as required by the Administrative Procedure Act. The hearing will be governed by the Administrative Procedure Act, Chapter 34.05 RCW, and the model rules of procedure contained in Chapter 10-08 WAC. A party who fails to attend or participate in any stage of the proceeding may be held in default in accordance with Chapter 34.05 RCW.

The Commissioner will be represented by James E. Tompkins, Assistant Deputy Commissioner, Dennis Julnes, Chief Financial Analyst, and Chase Davis, Financial Analyst.

Assistant Deputy Commissioner John B. Woodall has been designated to hear and determine this matter. His address is Office of the Insurance Commissioner, Post Office Box 40259, Olympia, Washington 98504-0259. His telephone number is (360) 407-0535.

ENTERED AT OLYMPIA, WASHINGTON, this 21st day of June, 2000.


Insurance Commissioner


Assistant Deputy Commissioner

for Company Supervision

Washington State Code Reviser's Office