-----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, V1Rs97fslVDLzUlF9qxqrS2Y6oAs3sYPlHltQyW5qbwN/HjVdbu5hdGHgXbJ47LK k5OO1facClSe6gU9U4S8Qw== 0000049588-96-000014.txt : 19960709 0000049588-96-000014.hdr.sgml : 19960709 ACCESSION NUMBER: 0000049588-96-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960628 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960708 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICH CORP /DE/ CENTRAL INDEX KEY: 0000049588 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 436069928 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07697 FILM NUMBER: 96591908 BUSINESS ADDRESS: STREET 1: 500 N AKARD ST CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149547111 MAIL ADDRESS: STREET 1: P.O. BOX 2699 STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75221 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHWESTERN LIFE CORP DATE OF NAME CHANGE: 19940808 FORMER COMPANY: FORMER CONFORMED NAME: ICH CORP DATE OF NAME CHANGE: 19930506 FORMER COMPANY: FORMER CONFORMED NAME: ICH CORP/CONSOL NAT/RTS/CFR/MOD AMER LIFE INS/SW LIFE INS/CF DATE OF NAME CHANGE: 19930505 8-K 1 ANNOUNCING SALE OF SUBSIDIARIES - -------------------------------------------------------------------------------- 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): June 28, 1996 I.C.H. Corporation (Exact name of registrant as specified in its charter) Delaware 1-7697 43-6069928 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 500 North Akard Street Dallas, Texas 75201 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (214) 954-7111 Not Applicable (Former name or former address, if changed since last report) - -------------------------------------------------------------------------------- This filing contains 4 pages. Index to Exhibits appears on page 3. Item 2. Acquisition or Disposition of Assets Effective as of June 28, 1996, Bankers Multiple Line Insurance Company ("BML"), an indirect wholly-owned subsidiary of I.C.H. Corporation ("Registrant"), sold all of the capital stock of Philadelphia American Life Insurance Company ("Philadelphia American") to New Era Life Insurance Company ("New Era Life"), a wholly-owned subsidiary of New Era Enterprises, Inc. ("New Era"). The sale occurred pursuant to the terms of a Stock Purchase Agreement dated as of April 2, 1996, by and between BML and New Era. The consideration for the sale was approximately $11.1 million cash. In addition, BML received a $3 million cash dividend from Philadelphia American immediately prior to the closing of the transaction. As required by the Stock Purchase Agreement, BML used approximately $5.9 million of the proceeds from the sale to purchase certain assets from Philadelphia American, including common stock, bonds, limited partnership interests and real property. After the liquidation of such purchased assets, BML expects the net proceeds, including the cash dividend, from the transaction will be approximately $11 million. Also, effective as of June 28, 1996, BML sold all of the capital stock of its wholly-owned subsidiaries, Modern American Life Insurance Company ("Modern") and Western Pioneer Life Insurance Company ("Western") to Reassure America Life Insurance Company ("Reassure America"), an indirect wholly-owned subsidiary of Life Re Corporation, pursuant to the Stock Purchase Agreement dated as of April 2, 1996, by and between BML and Reassure America. The consideration for the sale was approximately $16 million cash, $3.5 million of which was put in escrow pending releases on environmental issues. In addition, BML received certain real estate and mineral interests valued at approximately $11 million as dividends from Modern and Western immediately prior to the closing of the transaction. BML also received an assignment of any federal income tax refunds payable to Modern for periods prior to January 1, 1996. On June 28, 1996, the Registrant issued a press release announcing the sales of Philadelphia American, Modern and Western. A copy of this press release is attached hereto as Exhibit 99.1. Item 7. Financial Statements and Exhibits. (a) Not required. (b) Not required. (c) Exhibits Exhibit No. Description 2.1 Stock Purchase Agreement dated as of April 2, 1996, by and between Bankers Multiple Line Insurance Company and Reassure America Life Insurance Company (filed previously as Exhibit 2.1 to the I.C.H. Corporation Form 8-K dated April 2, 1996, and incorporated herein by reference). 1 2.2 Stock Purchase Agreement dated as of April 2, 1996, by and between Bankers Multiple Line Insurance Company and New Era Enterprises, Inc. (filed previously as Exhibit 2.2 to the I.C.H. Corporation Form 8-K dated April 2, 1996, and incorporated herein by reference). 99 Press Release of I.C.H. Corporation dated April 4, 1996 (filed previously as Exhibit 99 to the I.C.H. Corporation Form 8-K dated April 2, 1996, and incorporated herein by reference). 99.1 Press Release of I.C.H. Corporation dated June 28, 1996. SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. I.C.H. CORPORATION Date: July 8, 1996 By: /s/Susan A. Brown ------------------------------------- Susan A. Brown, Co-Chief Executive Officer, Chief Financial Officer and Treasurer 2 Index to Exhibits
Sequentially Numbered Exhibit Description Pages Number 2.1 Stock Purchase Agreement dated as of April 2, 1996, by and between Bankers Multiple Line Insurance Company and Reassure America Life Insurance Company (filed previously as Exhibit 2.1 to the I.C.H. Corporation Form 8-K dated April 2, 1996, and incorporated herein by reference). 2.2 Stock Purchase Agreement dated as of April 2, 1996, by and between Bankers Multiple Line Insurance Company and New Era Enterprises, Inc. (filed previously as Exhibit 2.2 to the I.C.H. Corporation Form 8-K dated April 2, 1996, and incorporated herein by reference). 99 Press Release of I.C.H. Corporation dated April 4, 1996 (filed previously as Exhibit 99 to the I.C.H. Corporation Form 8-K dated April 2, 1996, and incorporated herein by reference). 99.1 Press Release of I.C.H. Corporation dated June 28, 1996. 4
3 EXHIBIT 99.1 ICH Corporation 500 North Akard Dallas, Texas 75201 214. 954. 7111 NEWS RELEASE - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE I.C.H. ANNOUNCES SALE OF THREE OF REMAINING INSURANCE SUBSIDIARIES DALLAS, TX--June 28, 1996--Bankers Multiple Line Insurance Company ("BML"), an indirect insurance subsidiary of I.C.H. Corporation ("ICH"), announced today the sale of Modern American Life Insurance Company ("Modern American") and Western Pioneer Life Insurance Company ("Western Pioneer") to Reassure America Life Insurance Company ("Reassure America"), an indirect subsidiary of Life Re Corporation (NYSE:LRE). Net proceeds to BML of the sale of Modern American and Western Pioneer were approximately $27 million, including certain real estate and mineral interests valued at $11 million distributed to BML by Modern American and Western Pioneer in connection with the sale. BML also received an assignment of any federal income tax refunds payable to Modern American for periods prior to January 1, 1996. In addition, BML announced the sale of Philadelphia American Life Insurance Company ("Philadelphia American") to New Era Life Insurance Company, a wholly-owned subsidiary of New Era Enterprises, Inc. BML utilized approximately $6 million of the proceeds from the sale to purchase certain securities, real estate, limited partnership interests and reinsurable receivables from Philadelphia American at the closing, as required under the purchase agreement. ICH estimates the net proceeds from the sale of Philadelphia American, the liquidation of the securities, real estate, limited partnership interests and the settlement of reinsurance receivables assigned to BML by Philadelphia American will total approximately $11 million. As previously announced, BML had entered into definitive agreements regarding the sales of Modern American, Western Pioneer and Philadelphia American on April 2, 1996. BML also has sold, effective as of March 31, 1996, all of its remaining health insurance business and related agent debit balance for $5.75 million cash. ICH has been operating as a debtor-in-possession since its voluntary Chapter 11 bankruptcy filing on October 10, 1995. On May 31, 1996, ICH filed a joint plan of orderly liquidation with two of its subsidiaries (Care Financial Corporation and SWL Holding Corporation) which also had filed voluntary Chapter 11 petitions, which plan provides for the orderly liquidation of assets and distribution of proceeds thereof to creditors of ICH and such subsidiaries and the equity holders of ICH. ICH is in the process of preparing a disclosure such subsidiaries and the equity holders of ICH. ICH is in the process of preparing a disclosure statement which will be filed with the bankruptcy court pursuant to which the solicitation of acceptances of the plan of orderly liquidation will be conducted. FOR FURTHER INFORMATION CONTACT: Susan A. Brown (214) 954-7660 4 -----END PRIVACY-ENHANCED MESSAGE-----