-----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, LQ7RBjWRHhcZyUna/c9BzWp/qmrq9fJnjAidGZ32StwoDVwoC6L5aWUaeqnWdMwc 86aMeHs8cO6bY04SN7g7dw== 0001006199-97-000011.txt : 19970123 0001006199-97-000011.hdr.sgml : 19970123 ACCESSION NUMBER: 0001006199-97-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970117 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19970122 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVEMCO CORP CENTRAL INDEX KEY: 0000008802 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 520733935 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06271 FILM NUMBER: 97509071 BUSINESS ADDRESS: STREET 1: 411 AVIATION WAY CITY: FREDERICK STATE: MD ZIP: 21701 BUSINESS PHONE: 3016945700 MAIL ADDRESS: STREET 1: 411 AVIATION WAY CITY: FREDERICK STATE: MD ZIP: 21701 8-K 1 CURRENT REPORT 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 17, 1997 -------------------- AVEMCO Corporation ----------------------- (Exact name of registrant as specified in its charter) Delaware 1-6271 52-0733935 -------- ------ ---------- (State of Incorporation) (Commission File Number) (IRS Employer Identification No.) Frederick Municipal Airport 411 Aviation Way Frederick, Maryland21701 ------------------------ (Address of principal executive offices) (Zip Code) (301) 694-5700 -------------- (Registrant's telephone number) On January 17, 1997, AVEMCO Corporation ("AVEMCO") and HHC Insurance Holdings, Inc. ("HCCH") jointly announced that they had signed a Letter of Intent to merge AVEMCO with a wholly-owned subsidiary of HCCH in a stock-for-stock transaction. Pursuant to the Letter of Intent, each outstanding share of AVEMCO common stock would be exchanged for one share of HCCH common stock. The transaction is intended to be accounted for as a pooling of interests and to be a nontaxable exchange to AVEMCO's shareholders. As of December 31, 1996, AVEMCO had 8,264,070 shares issued and outstanding and HCCH had 35,850,832 shares issued and outstanding. The combination is subject to various conditions, including the parties entering into a mutually acceptable definitive agreement, receipt of required regulatory approvals, approval of the transaction by the shareholders of AVEMCO and HCCH, and satisfactory performance of due diligence by each party. Under the terms of the Letter of Intent, if AVEMCO's Board of Directors receives another offer which it believes to be superior to the terms of the HCCH proposal, AVEMCO may terminate the Letter of Intent and, in such event, AVEMCO will be obligated to pay HCCH a termination fee equal to $7,500,000, plus its reasonable out-of-pocket expenses. AVEMCO has agreed that it will not solicit other offers to acquire AVEMCO during the term of the Letter of Intent, and has agreed not to provide information to other parties during such term unless required in the exercise of applicable fiduciary duties. AVEMCO also may terminate the proposed transaction if the closing price of HCCH's common stock is below $23.00 for a ten consecutive day period. Each party may terminate the Letter of Intent if a definitive agreement is not executed by March 15, 1997. 1 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 thereunto duly authorized. Date: January 22, 1997 AVEMCO Corporation By: /s/ William P. Condon -------------------------------- Title: Chairman of the Board and Chief Executive Officer 2 -----END PRIVACY-ENHANCED MESSAGE-----