-----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, DTMc+y9Lnzp0CiJXdsDiqvSPEZ/ljrgrestgGuToOpkuk3rXWu42ss+vPUm9MUOE toXkBoZgHzLdhYhreCaavA== 0000780118-96-000011.txt : 19960321 0000780118-96-000011.hdr.sgml : 19960321 ACCESSION NUMBER: 0000780118-96-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960319 ITEM INFORMATION: Other events FILED AS OF DATE: 19960320 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMWEST INSURANCE GROUP INC CENTRAL INDEX KEY: 0000780118 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 952672141 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09580 FILM NUMBER: 96536351 BUSINESS ADDRESS: STREET 1: 6320 CANOGA AVE STE 300 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 8187041111 MAIL ADDRESS: STREET 1: 6320 CANOGA AVENUE SUITE 300 STREET 2: PO BOX 4500 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 8-K 1 FORM 8-K MERGER 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 14 1996 ------------- Amwest Insurance Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-9580 95-2672141 (State or other jurisdiction (Commission (IRS Employer of incorporation) File number) Identification No.) 6320 Canoga Avenue, Suite 300, Woodland Hills, California 91367 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (818)704-1111 This document contains a total of 4 pages. The exhibit index begins on Page 3. Page 1 of 4 Pages ITEM 5. Other Events. On March 14, 1996, the Registrant announced the completion of the merger of Condor Services, Inc. into Amwest, following approval of the terms of the transaction by the stockholders of each of the two companies. A copy of the press release dated March 14, 1996, announcing the above is attached hereto as Exhibit 99-1. ITEM 7. Financial Statements and Exhibits The following is furnished as an Exhibit to this report: 99-1 Press Release of Registrant dated March 14, 1996. SIGNATURES Pursuant to the requirements of the Securities 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. AMWEST INSURANCE GROUP, INC. Dated: March 19, 1996 By:/s/ STEVEN R. KAY ----------------- Steven R. Kay Senior Vice President Chief Financial Officer Page 2 of 4 Pages INDEX OF EXHIBITS Exhibit Sequentially Number Description Numbered Page (*) 99-1 Press Release of Registrant dated 4 March 19, 1996. (*) This information appears only in the manually signed original of this Current Report on Form 8-K. Page 3 of 4 Pages EX-99.1 2 PRESS RELEASE OF REGISTRANT DATED MARCH 19, 1996 AMWEST INSURANCE GROUP, INC. AND CONDOR SERVICES, INC. ANNOUNCE COMPLETION OF MERGER - ------------------------------------------------------------------------------- WOODLAND HILLS, CA - March 14, 1996 -- Amwest Insurance Group, Inc. (AMEX, PSE - AMW) announced today the completion of the merger of Condor Services, Inc. (formerly NASDAQ - COND) into Amwest, following approval of the terms of the transaction by the stockholders of each of the two companies at meetings held earlier this morning. Under the terms of the merger agreement, each outstanding share of Condor common stock has been exchanged for 0.5 shares of Amwest common stock. The merger has a total equity value of approximately $13,200,000 based on the issuance of approximately 951,000 Amwest shares at $13 7/8 per Amwest share. Giving effect to the merger, Amwest now has 3,320,000 shares outstanding. Richard Savage, Chairman and Chief Executive Officer of Amwest stated: "The addition of Condor to the Amwest Group represents an excellent opportunity for us to expand our services beyond the surety market and is an important strategic step for both companies. For Amwest, the merger reduces the company's reliance on the public construction markets and allows us to pursue more diverse opportunities in the property/casualty business through a tightly focused company specializing in commercial and private passenger transportation programs. For Condor, the merger helps to provide sufficient capital and corporate infrastructure to expand its programs more rapidly than would have been possible as a separate entity." Condor's Chairman, Guy Main stated: "We are delighted with the transaction. We believe that the combination of Amwest and Condor is in the best interests of our stockholders, employees and customers. Surplus constraints and the additional costs of being a public company have reduced our ability to expand our transportation programs beyond our current customer base. We believe that Amwest's additional resources will allow Condor to profitably increase our underwriting capacity in the future. Further, I am personally excited about joining the Amwest Group and look forward to working with the Amwest team to help us achieve superior results in the years to come." Amwest's board and executive officers will continue to serve in the same capacities for the combined companies. Mr. Main has joined Amwest as an Executive Vice President and a member of the Amwest board, and will continue to serve as Chief Executive Officer and President of Condor Insurance Company. Amwest is a Woodland Hills, California based insurance holding company, specializing in surety bonds, including contract performance, court, contractors license and sales tax bonds. Prior to the completion of the merger, Condor was an insurance holding company, which, through its two operating subsidiaries, Condor Insurance Company and Raven Claims Services, Inc., provided certain property and casualty insurance coverages and services primarily to specialized segments of the trucking industry in California and Arizona and private passenger automotive coverages in Arizona. Condor Insurance Company and Raven Claims Services, Inc. will continue their respective businesses as subsidiaries of Amwest. # # # # # # # -----END PRIVACY-ENHANCED MESSAGE-----