




                       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): March 9, 1998


                        JOHN ALDEN FINANCIAL CORPORATION
            ------------------------------------------------------
            (Exact Name of Registrant as Specified in its Charter)


            Delaware                       1-11396             59-2840712
----------------------------            ------------         ----------------
(State or Other Jurisdiction            (Commission           (IRS Employer
  of Incorporation)                     File Number)        Identification No.)



  7300 CORPORATE CENTER DRIVE, MIAMI, FLORIDA                      33126-1208
-----------------------------------------------                    ----------
       (Address of Principal Executive Offices)                    (Zip Code)


                                (305) 715-3767
             ----------------------------------------------------
             (Registrant's telephone number, including area code)


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ITEM 5.     OTHER EVENTS.

      On March 9, 1998, John Alden Financial Corporation, a corporation
organized and existing under the laws of the State of Delaware ("John Alden"),
Fortis, Inc., a corporation organized and existing under the laws of the State
of Nevada ("Fortis"), and JAFCO Acquisition Corp., a corporation organized and
existing under the laws of the State of Delaware and a wholly owned subsidiary
of Fortis ("Merger Sub"), entered into an Agreement and Plan of Merger (the
"Merger Agreement"), pursuant to which Merger Sub will be merged with and into
John Alden (the "Merger"). The Board of Directors of John Alden approved the
Merger at its meeting held on March 8, 1998.

      Upon consummation of the Merger and in accordance with the terms of the
Merger Agreement, each share of John Alden common stock, par value $.01 per
share ("John Alden Common Stock"), issued and outstanding immediately prior to
the effective time of the Merger (the "Effective Time"), excluding shares with
respect to which statutory appraisal rights have been perfected, will be
converted into the right to receive $22.50 in cash from Fortis, and each share
of 9% Cumulative Preferred Stock, par value $.01 per share, of John Alden issued
and outstanding immediately prior to the Effective Time will be redeemed for
cash at the Effective Time in accordance with the terms thereof.

      In addition, at the Effective Time, (i) each option or other right to
acquire shares of John Alden Common Stock pursuant to stock options, stock
appreciation rights, restricted stock awards or performance share awards granted
by John Alden and outstanding at the Effective Time, whether or not then
exercisable or vested (collectively, the "John Alden Options"), will become
fully exercisable and vested, (ii) each such John Alden Option will be canceled
and (iii) in consideration of such cancellation, Fortis will pay to each such
holder of John Alden Options an amount in cash equal to the product of (1) the
difference (if positive) between $22.50 and the exercise price per share under
the respective John Alden Option and (2) the number of shares of John Alden
Common Stock subject thereto.

      Consummation of the Merger is subject to various conditions, including:
(i) approval of the Merger Agreement and the Merger by the shareholders of John
Alden; (ii) receipt of requisite regulatory approvals and expiration or
termination of all waiting periods required by law; (iii) no law or order having
been enacted or issued or any other action taken by a governmental authority
which prohibits, restricts or makes illegal consummation of the transactions
contemplated by the Merger Agreement; (iv) no distribution date having occurred
under John Alden's shareholder rights plan, and the rights thereunder not having
become non-redeemable or exercisable upon consummation of the Merger; (v) the
exchange agent for the Merger having delivered to John Alden a certificate,
dated as of the Effective Time, to the effect that Fortis has deposited
sufficient funds to 



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pay the aggregate cash payments required to be paid to holders of John Alden
Common Stock in the Merger; and (vi) satisfaction of certain other conditions.

      Further, the Merger Agreement may be terminated prior to consummation of
the Merger, whether before or after approval thereof by John Alden shareholders
(except in the case of clause (iv) below), under certain circumstances,
including, among others and subject to certain limitations: (i) by mutual
consent of John Alden and Fortis; (ii) by either John Alden or Fortis if the
Merger is not consummated by September 30, 1998 (subject to being extended for
up to an additional three months by either party if all conditions to
consummation of the Merger other than the receipt of requisite regulatory
approvals have been satisfied or waived prior to such date); (iii) by either
John Alden or Fortis if any order permanently enjoining or prohibiting
consummation of the Merger has become final and non-appealable; (iv) by John
Alden to enter into an agreement with respect to an unsolicited competing
acquisition proposal that is more favorable than that contemplated by the Merger
Agreement (a "Superior Proposal") (John Alden being permitted under the Merger
Agreement to provide information on a confidential basis and negotiate with
respect to and to recommend to John Alden shareholders such a Superior Proposal
if the John Alden Board of Directors determines in good faith that such actions
are required to comply with the directors' fiduciary duties), provided that the
John Alden shareholders have not theretofore approved the Merger Agreement and
the Merger; (v) by John Alden or Fortis if the John Alden shareholders do not
approve the Merger Agreement and the Merger at the meeting convened therefor;
and (vi) by Fortis if John Alden enters into a binding agreement with respect to
a Superior Proposal.

      The Merger Agreement and the Merger will be submitted for approval at a
meeting of the shareholders of John Alden. Prior to such meeting, John Alden
will mail to its shareholders a proxy statement with respect to such shareholder
meeting.

      In connection with the Merger Agreement, John Alden and Fortis entered
into a Stock Option Agreement, dated as of March 9, 1998 (the "Stock Option
Agreement"), pursuant to which John Alden granted to Fortis an irrevocable
option to purchase, under certain circumstances, up to 4,880,108 shares of John
Alden Common Stock at a price, subject to certain adjustments, of $22.50 per
share (the "Fortis Option"). The Fortis Option, if exercised, would equal,
before giving effect to the exercise of the Fortis Option, 19.9% of the total
number of shares of John Alden Common Stock currently outstanding. The Fortis
Option was granted by John Alden as a condition and inducement to Fortis'
willingness to enter into the Merger Agreement. Under certain circumstances and
subject to certain limitations, John Alden may be required to repurchase the
Fortis Option and all of the shares acquired pursuant to the exercise of the
Fortis Option.

      The preceding descriptions of the Merger Agreement and Stock



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Option Agreement are qualified in their entirety by reference to the copies of
the Merger Agreement and Stock Option Agreement included as Exhibits 2.1 and 2.2
hereto, respectively, and which are hereby incorporated herein by reference. The
press release, dated March 9, 1998, issued by John Alden and included as Exhibit
99.1 hereto is hereby incorporated herein by reference.















































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<PAGE>


ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS

      (c)   Exhibits

Exhibit     Description

2.1         Agreement and Plan of Merger, dated as of March 9, 1998, by and
            among John Alden Financial Corporation, Fortis, Inc. and JAFCO
            Acquisition Corp.

2.2         Stock Option Agreement, dated as of March 9, 1998, by and between
            John Alden Financial Corporation, as issuer, and Fortis, Inc., as
            grantee.

99.1        Text of press release, dated March 9, 1998, issued by John Alden
            Financial Corporation.

































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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 hereunto duly authorized.

Dated:  March 19, 1998

                                    JOHN ALDEN FINANCIAL CORPORATION

                                    By:   /s/ Scott L. Stanton

                                          Name:  Scott L. Stanton
                                          Title: Senior Vice President
                                                 and Chief Financial
                                                 Officer

































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                                  EXHIBIT INDEX

Exhibit     Description of Exhibit

2.1         Agreement and Plan of Merger, dated as of March 9, 1998, by and
            among John Alden Financial Corporation, Fortis, Inc. and JAFCO
            Acquisition Corp.

2.2         Stock Option Agreement, dated as of March 9, 1998, by and between
            John Alden Financial Corporation, as issuer, and Fortis, Inc., as
            grantee.

99.1        Text of press release, dated March 9, 1998, issued by John Alden
            Financial Corporation.

































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