form6-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the
month of January,
2010
Commission
File Number 1-14942
MANULIFE
FINANCIAL CORPORATION
(Translation
of registrant's name into English)
200
Bloor Street East,
North
Tower 10
Toronto,
Ontario, Canada M4W 1E5
(416)
926-3000
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): ¨
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
If "Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________.
This
Report of Foreign Issuer on Form 6-K is incorporated by reference into the
Registration Statements filed with the Securities and Exchange Commission by the
registrant and John Hancock Life Insurance Company (U.S.A.) on Form F-3
(Registration Nos. 333-159101-01 and 333-161748-01 and Registration Nos.
333-159101 and 333-161748, respectively) as such Registration Statements may be
amended or supplemented from time to time.
On December 31, 2009, John Hancock Life
Insurance Company (U.S.A.) (“JHUSA”) completed mergers with each of John Hancock
Life Insurance Company (“JHLICO”) (the “JHLICO Merger”) and John Hancock
Variable Life Insurance Company (“JHVLICO”) (together with the JHLICO Merger,
the “Mergers”). JHUSA, which is the surviving entity in each of the
Mergers, is an indirect, wholly-owned subsidiary of Manulife Financial
Corporation (“MFC”), a publicly-traded company whose common shares are listed
for trading principally on the Toronto Stock Exchange and the New York Stock
Exchange (“NYSE”) and who files annual and other reports with the Securities and
Exchange Commission (the “SEC”). Prior to the Mergers, each of JHLICO
and JHVLICO were indirect, wholly-owned subsidiaries of MFC. JHUSA is
a subsidiary of MFC for financial reporting purposes and, as a consequence,
JHUSA is included in the consolidated financial statements of MFC in reports
filed by MFC. MFC’s financial statements also include a footnote
containing condensed consolidating financial information with separate columns
for MFC, JHUSA and other subsidiaries of MFC, together with consolidating
adjustments. Prior to the Mergers, JHLICO and JHVLICO were both
included in MFC’s consolidated financial statements and in separate columns in
MFC’s footnote containing condensed consolidated financial information regarding
subsidiaries. After the Mergers, such financial information will be
included in disclosures regarding JHUSA. There will therefore be no
separate financial statements of JHUSA filed with the SEC or included in, or
incorporated by reference in, any of the registration statements of JHUSA filed
with the SEC.
In connection with the JHLICO Merger,
effective December 31, 2009, JHUSA entered into a supplemental indenture with
The Bank of New York Mellon Trust Company, N.A., as Trustee (“BNY
Mellon”). By entering into the supplemental indenture, JHUSA
expressly assumes all rights and obligations of JHLICO under an indenture dated
as of June 15, 2002, between JHLICO and BNY Mellon as successor to JPMorgan
Chase Bank, N.A., as Trustee, as amended, pursuant to which all currently
outstanding JHLICO SignatureNotes were issued.
Upon consummation of the JHLICO Merger,
pursuant to Rules 12g-3 and 15d-5 of the Securities Exchange Act of 1934 (the
“Exchange Act”), JHUSA became the successor issuer to both JHLICO and JHVLICO
and assumed both companies’ obligation under the Exchange Act to file periodic
and other reports with the SEC. Such reporting obligations were, and remain,
suspended pursuant to Rule 12h-5 of the Exchange Act as a result of MFC’s
guarantee of the securities issued by JHLICO and JHVLICO and assumed by
JHUSA. In the absence of such guarantees, JHUSA’s filing obligation
would resume as a result of JHUSA’s registration under Section 12(b) of the
Exchange Act of a tranche of SignatureNotes listed on the NYSE.
DOCUMENTS
FILED AS PART OF THIS FORM 6-K
The
following document, filed as an exhibit to this Form 6-K, is incorporated by
reference as part of this Form 6-K:
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Exhibit
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Description
of Exhibit
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99.1
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Supplemental
Indenture between John Hancock Life Insurance Company (U.S.A.) and The
Bank of New York Mellon Trust Company, N.A., as
Trustee.
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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.
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MANULIFE
FINANCIAL CORPORATION
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By: /s/ David
Kerr
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Name:
David Kerr
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Title: AVP,
Senior Counsel & Assistant Corporate
Secretary
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EXHIBIT
INDEX
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Exhibit
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Description
of Exhibit
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99.1
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Supplemental
Indenture between John Hancock Life Insurance Company (U.S.A.) and The
Bank of New York Mellon Trust Company, N.A., as
Trustee.
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