-----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, G//oGl5JcZuwDcFyQesn6mBpPrNDax39aT/8hPdP6ahA1vsppe9SmhwOnF76o7t8 Mjuru1uhs984kPWEhnHhzg== 0001002105-99-000059.txt : 19990403 0001002105-99-000059.hdr.sgml : 19990403 ACCESSION NUMBER: 0001002105-99-000059 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990330 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HILB ROGAL & HAMILTON CO /VA/ CENTRAL INDEX KEY: 0000814898 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 541194795 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-15981 FILM NUMBER: 99584759 BUSINESS ADDRESS: STREET 1: 4235 INNSLAKE DR CITY: GLEN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: 8047476500 MAIL ADDRESS: STREET 1: P O BOX 1220 CITY: GLEN ALLEN STATE: VA ZIP: 23060 8-K 1 8-K - HILB, ROGAL AND HAMILTON COMPANY ================================================================================ 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: March 30, 1999 (Date of earliest event reported) HILB, ROGAL AND HAMILTON COMPANY (Exact Name of Registrant as Specified in its Charter) Virginia 0-15981 54-1194795 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 4235 Innslake Drive 23060 Glen Allen, Virginia (Zip Code) (Address of Principal Executive Offices) Registrant's telephone number, including area code: (804) 747-6500 ================================================================================ Item 5. Other Events. The press release issued by the Registrant on March 30, 1999 and attached hereto as Exhibit 99 is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99 Press release issued by the Registrant on March 30, 1999. -2- 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 hereunto duly authorized. HILB, ROGAL AND HAMILTON COMPANY (Registrant) Date: March 31, 1999 By: /s/ Carolyn Jones -------------------------------------- Carolyn Jones, Senior Vice President, Chief Financial Officer and Treasurer Exhibit Index Exhibit Number Document ------ -------- 99 Press release issued by the Registrant on March 30, 1999. EX-99 2 EXHIBIT 99 - PRESS RELEASE Exhibit 99 Press Release Hilb, Rogal and Hamilton Company Contact: Andrew L. Rogal 4235 Innslake Drive, P.O. Box 1220 Phone: (804) 747-6500 Glen Allen, Virginia 23060-1220 Fax: (804) 747-6046 Phoenix Contact: Alice S. Ericson Phone: (860) 403-5946 Fax: (860) 403-7887 FOR IMMEDIATE RELEASE March 30, 1999 HILB, ROGAL AND HAMILTON COMPANY AGREES TO ACQUIRE AMERICAN PHOENIX CORPORATION Richmond, Virginia--Hilb, Rogal and Hamilton Company (HRH) today announced the signing of a definitive agreement to acquire American Phoenix Corporation (American Phoenix), the property and casualty brokerage subsidiary of Phoenix Home Life Mutual Insurance Company (Phoenix). American Phoenix, based in Hartford, Connecticut, is the 14th largest property and casualty insurance brokerage firm in the United States. With 16 offices located primarily in the Mid-Atlantic states, New England and Florida, American Phoenix generated approximately $73 million in revenues in 1998. Under the terms of the proposed transaction, HRH will exchange approximately $49 million in cash, $32 million (principal amount) of convertible notes and 1.0 million shares of Common Stock for all of American Phoenix's outstanding stock. The convertible notes, which will be subordinated to HRH's other debt, will mature in 2014 and pay a 5.25% coupon, with a conversion price of $22.75 per share. The acquisition, which will be accounted for as a purchase, is expected to be accretive to HRH's earnings and cash flow per share. The transaction is subject to regulatory, but not shareholder, approval and is targeted for completion in May 1999. HILB, ROGAL AND HAMILTON COMPANY AGREES TO ACQUIRE AMERICAN PHOENIX CORPORATION--Continued Following the transaction, HRH and Phoenix will enter into a strategic marketing relationship under which HRH will distribute selected financial products of Phoenix. Initially, the companies will focus on distribution of Phoenix's group products and services, as well as individual life insurance and annuity products, through HRH's Employee Benefits Division. President and Chief Executive Officer Andrew L. Rogal commented, "The proposed acquisition of American Phoenix represents a unique opportunity to further strengthen Hilb, Rogal and Hamilton Company. Combining with American Phoenix is expected to increase HRH's middle market distribution capabilities, further enhance our relationships with key insurance carriers and add specialty and industry-specific programs and expertise--all objectives under the Company's strategic plan. The acquisition will also offer opportunities to provide additional services and risk management expertise to our clients with costs spread over a broader revenue base and to accelerate revenue growth through expanded cross-selling programs." Mr. Rogal continued, "The many strategic advantages, the fair price and terms, potential for cost savings and the favorable impact on our earnings and outlook make the acquisition compelling for HRH. Although the transaction will increase our borrowings, we are comfortable with the added financial leverage in view of the substantial cash flows expected from the combination and the fact that a portion of the debt is convertible. By combining the strengths of the two firms, our confidence in HRH's ability to meet its earnings growth targets for 1999 and beyond will be significantly enhanced." Robert W. Fiondella, Phoenix's Chairman, President and Chief Executive Officer, said, "This transaction is part of our strategy to focus on wealth management. We will be better served in the pursuit of this strategy through our equity ownership position and our strategic marketing relationship with HRH. We believe this relationship represents significant advantages for Phoenix and HRH." HILB, ROGAL AND HAMILTON COMPANY AGREES TO ACQUIRE AMERICAN PHOENIX CORPORATION--Continued Phoenix will become a large shareholder of HRH, with ownership on a diluted basis, assuming conversion of the notes, of approximately 16% of HRH's Common Stock. Subsequent to the transaction, the size of the board of directors will be increased from nine to thirteen members and American Phoenix's current President and Chief Executive Officer, Martin L. Vaughan, III will join the Company in the role of Chief Operating Officer. Mr. Vaughan will also join the board of directors. Also joining the expanded board will be Mr. Fiondella, David W. Searfoss, Phoenix's Executive Vice President and Chief Financial Officer, and HRH's Executive Vice President, Timothy J. Korman. The Company intends to finance the cash portion of the purchase price with a new bank credit facility providing total debt capacity of $110 million. Bank borrowings under existing credit facilities totaled $40 million at the end of 1998. The Company also announced that it has scheduled its 1999 Annual Meeting of Shareholders for June 8, 1999 to follow the expected consummation of the acquisition in May 1999. The Company cautions readers that the statements contained herein regarding the Company's future operations and business prospects are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based upon management's current knowledge and assumptions about future events and involve risks and uncertainties that could cause actual results to differ materially from anticipated results. For more details on factors that could affect expectations, see the Company's Annual Report on Form 10-K for the year ended December 31, 1997, as filed with the Securities and Exchange Commission. Hilb, Rogal and Hamilton Company provides insurance agency services to a wide spectrum of clients through a network of 59 insurance agencies in the United States. The Company is traded on the New York Stock Exchange, symbol HRH, and is ranked as the 8th largest United States insurance agency. --- END --- -----END PRIVACY-ENHANCED MESSAGE-----