Current Report Filing (8-k)

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): January 16, 2015

FIDELITY & GUARANTY LIFE

(Exact name of registrant as specified in its charter)




Delaware	001-36227	46-3489149
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Ruan Center 601 Locust Street, 14th Floor Des Moines, Iowa		50309
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (800) 445-6758

Former name or former address, if changed since last report

1001 Fleet Street, 6th Floor,

Baltimore, Maryland 21202

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 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a)-(c) On January 16, 2015, Fidelity & Guaranty Life (the “Company”) announced that Leland C. Launer, Jr., the Company’s Chief Executive Officer and a member of its Board of Directors (the “Board”), has elected to retire in order to pursue outside interests. Mr. Launer will resign from his position as Board member on March 31, 2015 and from his position as Chief Executive Officer on April 30, 2015. The Company expects to enter into an exclusive advisory services arrangement with Mr. Launer to provide for a seamless transition in leadership through the end of the 2015 calendar year.

The Board also announced that, effective May 1, 2015, Christopher J. Littlefield, the Company’s current President, will assume the position of Chief Executive Officer of the Company. Mr. Littlefield, aged 48, joined the Company as our President in October 2014. Mr. Littlefield has extensive financial services and public company experience, having served as (1) President and Chief Executive Officer from February 2009 to October 2013 and Chief Operating Officer from February 2008 to September 2009 of Aviva USA Corporation, a provider of indexed universal life and indexed annuity products, (2) Executive Vice-President-General Counsel and Secretary from January 2006 to February 2008 of AmerUs Group Co., a provider of individual life insurance and annuity products, which was acquired by Aviva plc in November 2006, and (3) Senior Vice-President and General Manager-Food Products from November 2004 to January 2006 and Senior Vice-President-General Counsel and Secretary from January 1998 to January 2006 of The Dial Corporation. Mr. Littlefield received a B.S. in Business Administration, cum laude, from University of Arizona and a J.D. with high distinction from the University of Iowa.

There are no familial relationships between Mr. Littlefield and any other executive officer or director of the Company. There are no transactions in which Mr. Littlefield has an interest requiring disclosure under Item 404(a) of Regulation S-K. Each of the Company’s executive officers is appointed to serve until his or her successor is duly appointed or he or she is removed or resigns from office.

On January 16, 2015, the Company issued a press release announcing the leadership transition. A copy of the press release is furnished as Exhibit 99.1 to this Report.



Item 9.01	Financial Statements and Exhibits.

(d) Exhibits




Exhibit No.		Description

99.1		Press Release dated January 16, 2015

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, thereunto duly authorized.



	FIDELITY & GUARANTY LIFE

	/s/ Eric L. Marhoun
	Name: Eric L. Marhoun
	Title: Executive Vice President, General Counsel and Secretary

Dated: January 16, 2015

FIDELITY & GUARANTY LIFE CEO LEE LAUNER ANNOUNCES RETIREMENT DATE; CHRIS LITTLEFIELD NAMED SUCCESSOR

DES MOINES, Iowa - January 16, 2015 - Fidelity & Guaranty Life (“FGL” or “the Company”; NYSE: FGL) announced today that Lee Launer, the Company’s Chief Executive Officer and a member of its Board of Directors, has elected to retire effective as of April 30, 2015 in order to pursue outside interests. Pursuant to its established management succession plan, the Company also announced that Christopher J. Littlefield, presently FGL’s President, will assume the position of CEO upon Mr. Launer’s retirement. The Company expects to enter into an exclusive advisory services agreement with Mr. Launer to provide for a seamless transition in leadership through the end of the 2015 calendar year.

Commenting on his decision, Mr. Launer said, “I am extremely proud of what we accomplished during my tenure. My passion for leading this great business is equaled only by my determination to pursue certain long-delayed interests, including several important charitable endeavors. Having worked with Chris these past few months, I have full confidence that the Company will continue to successfully execute the strategic roadmap we set a little over a year ago during FGL’s IPO.”

“I want to congratulate Lee for everything that he has achieved during his exceptional career in the insurance industry and also thank him for providing his steady leadership and direction during FGL’s critical formative years,” said Phillip J. Gass, Chairman of FGL’s Board of Directors. “I have worked with Lee closely since the time of FGL’s acquisition by Harbinger Group in 2011, and he has been instrumental in helping the Company achieve a multi-year period of very strong annuity sales growth, ongoing investment portfolio optimization and the execution of our successful public offering in 2013. Based on the strong foundation that has been set by Lee and the team, we are very excited about the future growth opportunities at FGL, and are pleased to welcome Chris as he expands his responsibilities into the role of CEO.”

Mr. Littlefield, who joined FGL as President in 2014, was formerly the President & Chief Executive Officer of Aviva USA Corporation, overseeing a business with more than $60 billion of assets under management and serving the insurance needs for more than 1 million customers.

About Fidelity & Guaranty Life

Fidelity & Guaranty Life, an insurance holding company, helps middle-income Americans prepare for retirement. Through its subsidiaries, the company offers fixed annuity and life insurance products distributed by independent agents through an established network of independent marketing organizations. Fidelity & Guaranty Life, headquartered in Des Moines, Iowa, trades on the New York Stock Exchange under the ticker symbol FGL. For more information, please visit www.fglife.com.

Media Contact:

Sard Verbinnen & Co

Jamie Tully/David Millar

212-687-8080

Forward Looking Statements

"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995: This document contains, and certain oral statements made by our representatives from time to time may contain, forward-looking statements, including those statements regarding our common stock repurchase program, for which the manner of purchase, the number of shares to be purchased and the timing of purchases will be based on the price of FGL’s common stock, general business and market conditions and applicable legal requirements, and is subject to the discretion of FGL’s management. Such statements are subject to risks and uncertainties that could cause actual results, events and developments to differ materially from those set forth in, or implied by, such statements. These statements are based

on the beliefs and assumptions of FGL's management and the management of FGL's subsidiaries (including target businesses). Generally, forward-looking statements include information concerning possible or assumed future distributions from subsidiaries, other actions, events, results, strategies and expectations and are generally identifiable by use of the words "believes," "expects," "intends," "anticipates," "plans," "seeks," "estimates," "projects," "may," "will," "could," "might," or "continues" or similar expressions. Factors that could cause actual results, events and developments to differ include, without limitation: the accuracy of FGL's assumptions and estimates; FGL's and its insurance subsidiaries' ability to maintain or improve financial strength ratings; FGL's ability to manage its business in a highly regulated industry; regulatory changes or actions; the impact of FGL's reinsurers failing to meet their assumed obligations; restrictions on FGL's ability to use captive reinsurers; the impact of interest rate fluctuations; changes in the federal income tax laws and regulations; litigation (including class action litigation), enforcement investigations or regulatory scrutiny; the performance of third parties; the loss of key personnel; telecommunication, information technology and other operational systems failures; the continued availability of capital; new accounting rules or changes to existing accounting rules; general economic conditions; FGL's ability to protect its intellectual property; the ability to maintain or obtain approval of the Iowa Insurance Department and other regulatory authorities as required for FGL's operations; and other factors discussed in FGL's filings with the SEC including its Form 10-K for the year ended September 30, 2014, which can be found at the SEC's website www.sec.gov.

All forward-looking statements described herein are qualified by these cautionary statements and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. FGL does not undertake any obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operation results.

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