-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TutS/HATQERt1C5RkAqx55t/Q6NgEBLdl5O+HSequJ7cC/rSuKUZcagxO19eu6K6 l7cfZkthLCb7XmyBAA7GIg== 0000897069-01-500648.txt : 20020413 0000897069-01-500648.hdr.sgml : 20020413 ACCESSION NUMBER: 0000897069-01-500648 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011214 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITOL TRANSAMERICA CORP CENTRAL INDEX KEY: 0000017385 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 391052658 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-02047 FILM NUMBER: 1814711 BUSINESS ADDRESS: STREET 1: P O BOX 5900 CITY: MADISON STATE: WI ZIP: 53705 BUSINESS PHONE: 6082314450 MAIL ADDRESS: STREET 1: P O BOX 5900 CITY: MADISON STATE: WI ZIP: 53705 8-K 1 slp169.txt FORM 8-K 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): December 14, 2001 Capitol Transamerica Corporation ---------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Wisconsin 0-2047 39-1052658 - --------------- -------------------- ---------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 4610 University Avenue, Madison, Wisconsin 73705-0900 ------------------------------------------------------------------------- (Address of principal executive offices, including zip code) (608) 231-4450 (Registrant's telephone number) Item 5. Other Events. On December 14, 2001, Capitol Transamerica Corporation, a Wisconsin corporation (the "Company"), issued a press release announcing that the Wisconsin Commissioner of Insurance has approved the acquisition of the Company by Alleghany Corporation, a Delaware corporation ("Alleghany"), as contemplated by that Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 20, 2001, providing for the merger (the "Merger") of ABC Acquisition Corp., a Wisconsin corporation and wholly-owned subsidiary of Alleghany, with and into the Company. A copy of the Merger Agreement and the press release relating to the announcement of the Merger were filed as exhibits to the Company's Current Report on Form 8-K, dated July 20, 2001. A copy of the press release announcing the approval by the Wisconsin Commissioner of Insurance is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Item 7. Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Exhibits. The following exhibits are being filed herewith: 99.1 Press Release, dated December 14, 2001. -2- 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. CAPITOL TRANSAMERICA CORPORATION Date: December 14, 2001 By: /s/ George A. Fait --------------------------------- George A. Fait Chairman of the Board and President -3- CAPITOL TRANSAMERICA CORPORATION Exhibit Index to Current Report on Form 8-K Dated December 14, 2001 Exhibit Number 99.1 Capitol Transamerica Corporation Press Release, dated December 14, 2001. -4- EX-99.1 3 slp169a.txt PRESS RELEASE Exhibit 99.1 [Capitol Transamerica Corporation logo] FOR IMMEDIATE RELEASE Contact: George A. Fait (608) 231-4456 CAPITOL TRANSAMERICA CORPORATION ANNOUNCES WISCONSIN COMMISSIONER OF INSURANCE APPROVAL OF ACQUISITION Madison, Wisconsin, December 14, 2001 - Capitol Transamerica Corporation (Nasdaq: CATA) today announced that the Wisconsin Commissioner of Insurance has approved the acquisition of Capitol Transamerica by Alleghany Corporation (NYSE: Y), as contemplated by a merger agreement between the parties. Completion of the merger remains subject to approval by holders of two-thirds of Capitol Transamerica's outstanding shares of common stock and satisfaction of other closing conditions. Capitol Transamerica has sent proxy materials to its shareholders relating to the special meeting of its shareholders to vote on the proposed transaction. The special meeting will take place on January 3, 2002. As announced on July 20, 2001, under the terms of the merger agreement, Alleghany Corporation will acquire Capitol Transamerica at a price of $16.50 in cash per share of Capitol Transamerica common stock. The parties expect that the closing will occur as soon as practicable after receiving the required shareholder approval, after which Capitol Transamerica will be a wholly-owned subsidiary of Alleghany Corporation. This press release contains forward-looking statements with respect to the expected time of the closing of the transaction. The timing of the closing could be significantly different, depending on the timing of satisfaction of the remaining conditions to closing, among other factors. Although forward-looking statements help to provide complete information about future prospects, readers should keep in mind that forward-looking statements are much less reliable than historical information. -----END PRIVACY-ENHANCED MESSAGE-----