-----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, BJscyP5Mc6NedRQ/JioncEGrpq/Dv0zVH8H7LFT8Yu4rdQMv4I20UUkRZ6Xow9Ui UBNUsSeVd7+NE9XFQBgfZg== 0000068480-99-000001.txt : 19990128 0000068480-99-000001.hdr.sgml : 19990128 ACCESSION NUMBER: 0000068480-99-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990126 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOTOR CLUB OF AMERICA CENTRAL INDEX KEY: 0000068480 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 220747730 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-00671 FILM NUMBER: 99514252 BUSINESS ADDRESS: STREET 1: 95 ROUTE 17 SOUTH CITY: PARAMUS STATE: NJ ZIP: 07653 BUSINESS PHONE: 201-291-2112 MAIL ADDRESS: STREET 1: 95 ROUTE 17 SOUTH CITY: PARAMUS STATE: NJ ZIP: 07653-0931 8-K 1 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 26, 1999 MOTOR CLUB OF AMERICA (Exact Name of Registrant as specified in its charter) New Jersey 0-671 22-0747730 (State or other jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 95 Route 17 South, Paramus, New Jersey 07653-0931 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (201) 291-2000 __________________________________________________________ (Former name or former address, if changed since last report) Item 5. Other Events. On January 26, 1999, the Registrant announced in a Press Release that the Registrant and North East Insurance Company ("North East") have reached a non-binding agreement in principle for the Registrant to acquire North East through a merger. The text of that Press Release is attached as Exhibit 20. Item 7. Financial Statements and Exhibits. (c) Exhibits Exhibit Number Description Pages Where Located 20 Press Release dated Pages 5 - 6 January 26 , 1999 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. MOTOR CLUB OF AMERICA By: /s/Stephen A. Gilbert Stephen A. Gilbert, President and Chief Executive Officer Date: January 27, 1999 MOTOR CLUB OF AMERICA EXHIBIT INDEX TO FORM 8-K CURRENT REPORT Exhibit Number Description Pages Where Located 20 Press Release dated Pages 5 -6 January 26 , 1999 EX-20 2 FOR IMMEDIATE RELEASE CONTACTS: Robert G. Schatz Patrick J. Haveron, CPA President/CEO Executive Vice President/CFO North East Insurance Company Motor Club of America P.O. Box 1418 95 Route 17 South Scarborough, Maine 04070-1418 Paramus, New Jersey 07653 Tel - 207/883-2232 Tel - 201/291-2112 E-Mail - phaveron@motr.com MOTOR CLUB OF AMERICA TO ACQUIRE NORTH EAST INSURANCE COMPANY PARAMUS, NEW JERSEY AND SCARBOROUGH, MAINE, January 26, 1999 -- MOTOR CLUB OF AMERICA, a property and casualty insurance holding company (NASDAQ: MOTR), and NORTH EAST INSURANCE COMPANY, a property and casualty insurer (NASDAQ: NEIC), today announced that the respective companies have reached a non-binding agreement in principle for MOTR to acquire NEIC through a merger. The agreement provides that NEIC shareholders will receive, at their individual election, (a) $3.30 per share in cash per common share of NEIC, (b) one common share of MOTR for each 5.25 shares of NEIC common, or (c) a combination thereof. If shareholders in the aggregate elect to exchange more than 50% of their shares for MOTR stock, there will be a proration mechanism to reduce the aggregate percentage to 50%. The agreement in principle is subject to customary conditions, including negotiation, execution and delivery of a definitive merger agreement, and mutually satisfactory due diligence and documentation. Among other conditions, the transaction would also require state regulatory approvals, final approval by the Boards of Directors of both companies, and approval by the vote of the MOTR shareholders and of the NEIC shareholders. Stephen A. Gilbert, President and CEO of Motor Club of America, said, "We believe the transaction with North East offers our Company an excellent opportunity to begin the successful execution of our strategy to diversify outside the State of New Jersey. It also provides North East shareholders with the opportunity to share in the future success of the combined Companies going forward. We feel this transaction will enhance North East's results while enabling it to retain its unique identity. We look forward to working with the employees and agents of North East in building a prosperous future for both Companies." North East President Robert G. Schatz said, "This transaction offers our shareholders a significant premium for their shares and offers our policyholders and agents the advantages of affiliation by North East with a larger and stronger insurer." The companies anticipate entering into a definitive merger agreement in the near future. Under that agreement, North East would become a wholly-owned subsidiary of Motor Club of America, thereby joining the ranks of Motor Club of America Insurance Company and Preserver Insurance Company. Although controlled by new owners, North East's operations will continue to be managed locally. Gilbert said, "We have been very impressed with the quality of North East's management team and employees. We expect job loss to be minimal and hope that North East employees will choose to remain with us after the acquisition. In particular, as part of this transaction, we are pleased to confirm that Ronald A. Libby would stay on as Chief Operating Officer of North East. From the standpoint of policyholders and agents, this merger should assure a stronger and better-rated North East." In connection with this transaction, North East announced that it has terminated the rights offering to its shareholders for common stock of the company. Cochran, Caronia & Co. is serving as financial advisor to Motor Club of America. Sandler, O'Neill & Partners, L.P. is serving as financial advisor to North East. Motor Club of America is a property and casualty insurance holding company for Motor Club of America Insurance Company, which writes personal automobile insurance, and Preserver Insurance Company, which writes small commercial and homeowners insurance. Both subsidiaries are rated B+ (Very Good) by A.M. Best, a widely recognized insurance rating and information service. North East Insurance Company is a property and casualty insurer located in Scarborough, Maine. North East is rated B- (Fair) by A.M. Best. Its common stock has been publicly traded since 1981. THIS NEWS RELEASE IS ALSO AVAILABLE AT WWW.MOTR.COM ###### -----END PRIVACY-ENHANCED MESSAGE-----