-----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, WHFI1sBQd3RSHLjnUIL5ZlbzN2ZgKDN02KE6WlsHmfnfKDf07CEbIOgHPJCz91jV Pvv9tSFrD/9L2WQ8zlM+dQ== 0000950134-97-009232.txt : 19971211 0000950134-97-009232.hdr.sgml : 19971211 ACCESSION NUMBER: 0000950134-97-009232 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971210 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN EAGLE GROUP INC CENTRAL INDEX KEY: 0000882800 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 752100622 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-12922 FILM NUMBER: 97735826 BUSINESS ADDRESS: STREET 1: 12801 N CENTRAL EXPRWY STREET 2: STE 800 CITY: DALLAS STATE: TX ZIP: 75243 BUSINESS PHONE: 2144481400 MAIL ADDRESS: STREET 1: 12801 N CENTRAL EXPRESSWAY STREET 2: STE 800 CITY: DALLAS STATE: TX ZIP: 75243 10-Q 1 FORM 10-Q 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________ FORM 10-Q (Mark One) [X] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1997 or [ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition period from __________________ to _____________________ Commission file number 1-12922 AMERICAN EAGLE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 75-2100622 (State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.) organization) 12801 North Central Expressway, Suite 800, Dallas, Texas 75243 (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 448-1400 - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last year.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No X ----- ----- APPLICABLE ONLY TO CORPORATE ISSUERS: As of November 24, 1997, the number of shares outstanding of each of the issuer's classes of common stock was as follows: Common Stock . . . . . . . . . . 7,047,098 shares, par value $.01 per share 2 AMERICAN EAGLE GROUP, INC. INDEX TO FORM 10-Q
Page ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Parent Company balance sheet as of September 30, 1997 (unaudited) and condensed consolidated balance sheet as of December 31, 1996 . . . . . . . . . . . 3 Parent Company only condensed statement of income for the quarter ended September 30, 1997 (unaudited) and condensed consolidated statements of income for the periods ended September 30, 1997 (unaudited) and September 30, 1996 (unaudited) . . . . . . . 4 Condensed consolidated statements of cash flows for the periods ended September 30, 1997 (unaudited) and September 30, 1996 (unaudited) . . . . . . . 5 Notes to condensed and consolidated financial statements (unaudited) . . . . . . . . . . . . . . . . . . . 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . 7 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . 11 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
-2- 3 AMERICAN EAGLE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET AND PARENT COMPANY BALANCE SHEET (IN THOUSANDS EXCEPT SHARE DATA)
Parent Co. ASSETS (Unaudited) December 31, September 30, 1996 1997 ------------ ------------- Cash and investments $ 89,087 $ 943 Accounts receivable 48,714 39 Reinsurance recoverable, net 69,242 Deferred policy acquisition costs 14,509 Deferred reinsurance premiums 26,706 Other assets 13,701 -------- -------- Total assets $261,959 $ 982 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Reserve for losses and loss adjustment expenses $138,133 Unearned premiums 60,065 Other policy liabilities 7,646 Agency payables to insurance companies 1,094 Accounts payable and other liabilities 12,732 $ 898 -------- -------- Total liabilities 219,670 $ 898 -------- -------- Commitments and contingent liabilities Series B Cumulative Preferred Stock, $.01 par value; 162,857 shares authorized and outstanding in 1996 and 142,857 shares outstanding in 1997 1,629 1,429 Series D Cumulative Convertible Redeemable Preferred Stock, $0.01 par value; 546,200 shares authorized, 350,000 shares issued and outstanding at December 31, 1996 33,164 -0- Stockholders' equity: Common Stock, $.01 par value, 21,000,000 shares authorized 7,120,980 shares issued and outstanding 71 71 Additional paid-in-capital 45,563 45,563 Unrealized apprec.(deprec.) on investment securities, net of deferred taxes 106 -0- Retained earnings (38,157) (46,892) Less - 73,882 shares of common stock held in the treasury, at cost (87) (87) -------- -------- Total stockholders' equity 7,496 (1,345) -------- -------- Total liabilities and stockholders' equity $261,959 $ 982 ======== ========
The accompanying notes are an integral part of these financial statements. -3- 4 AMERICAN EAGLE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE PERIODS ENDED (UNAUDITED) (IN THOUSANDS EXCEPT SHARE DATA)
Three Months Ended Nine Months Ended Parent Co. September September September September 30, 30, 30, 30, 1996 1997 1996 1997 --------- ---------- --------- --------- Revenues Earned premiums, net of reinsurance $ 27,634 $ 93,965 $ 17,629 Agency operations, net 225 172 648 Investment income, net 1,031 3,478 2,304 Realized investment gains (losses), net (46) 52 (164) --------- --------- --------- --------- Total revenues 28,844 -0- 97,667 20,417 --------- --------- --------- --------- Expenses Losses and loss adjustment expenses, net of reinsurance 17,596 66,255 34,297 Policy acquisition and other underwriting expenses 12,371 36,845 14,430 Interest expense 299 834 -0- --------- --------- --------- --------- Total expenses 30,266 -0- 103,934 48,727 --------- --------- --------- --------- Extraordinary gain, net 21,878 --------- --------- --------- --------- Income (loss) before income tax expense (1,422) -0- (6,267) (6,432) Income tax expense (benefit) (263) (1,800) 1,277 --------- --------- --------- --------- Net income (loss) ($1,159) -0- ($4,467) ($7,709) ========= ========= ========= ========= Net income (loss) available for common stockholders (1) ($1,183) -0- ($4,540) ($8,522) ========= ========= ========= ========= Weighted average number of common shares outstanding 7,048,498 7,047,098 7,049,098 7,047,098 ========= ========= ========= ========= Net income (loss) per share of common stock (1) ($0.17) ($0.00) ($0.64) ($1.21)
(1) After deduction of preferred dividends The accompanying notes are an integral part of these financial statements. -4- 5 AMERICAN EAGLE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED (UNAUDITED) (IN THOUSANDS)
September 30, September 30, 1996 1997 ------------- ------------- Cash and cash equivalents derived from: Total provided by (used in) operating activities $(35,521) $(44,819) Investing activities- Net proceeds (purchases) of short-term investments 24,743 (1,217) Purchases of fixed income securities (23,715) (15,583) Proceeds from sales of fixed income securities 26,882 33,414 Proceeds from maturities of fixed income securities 6,885 3,065 Purchases of property and equipment (1,049) 3,798 Deconsolidation of active subsidiaries 222 -------- -------- Total provided by investing activities 33,746 23,699 -------- -------- Financing activities- Dividends paid or accrued on Series B and D Cumulative Preferred Stock (73) (831) Dividends paid on common stock (846) -0- Proceeds of note payable 2,000 -- (200) -------- -------- Total provided by financing activities 1,081 (1,031) -------- -------- Net change in cash and cash equivalents (694) (22,151) Cash and cash equivalents, beginning of period 2,922 23,094 -------- -------- Cash and cash equivalents, end of period $ 2,228 $ 943 ======== ========
The accompanying notes are an integral part of these financial statements. -5- 6 AMERICAN EAGLE GROUP, INC. AND SUBSIDIARIES NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIODS ENDED SEPTEMBER 30, 1996 AND 1997 (UNAUDITED) BASIS OF PRESENTATION The accompanying unaudited condensed financial statements of American Eagle Group, Inc. (the "Company") and subsidiaries for the periods ended September 30, 1996 and 1997 have been prepared in accordance with the instructions to the Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. As described in the second quarter 1997 Notes to Condensed Consolidated Financial Statements, American Eagle's principal subsidiary, American Eagle Insurance Company, was placed in conservation with the Texas Department of Insurance on July 23, 1997. As a result of the impact of conservation on American Eagle Insurance Company and its affiliate, Aviation Office of America, Inc., American Eagle reduced its net carrying value of such subsidiaries to zero and has deconsolidated such subsidiaries as of June 30, 1997. Accordingly, the financial statements for the quarter including September 30, 1997 are parent company only financial statements. The financial statements for the nine months ended September 30, 1997 reflect American Eagle on a consolidated basis for the first six months of 1997 and parent company only financial data for the most recent quarter. Additionally, management was informed on December 3, 1997 that the Texas Department of Insurance is placing American Eagle Insurance Company in Receivership. In the opinion of management, all adjustments considered necessary for a fair presentation of the results for the interim period have been included. Operating results for the periods ended September 30, 1997 are not necessarily indicative of the results that may be expected for the year ending December 31, 1997. These statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 1996 included in the Company's Form 10-K. -6- 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS As previously reported and described in the Form 10-Q for the periods ended June 30, 1997, the Company's principal subsidiary, American Eagle Insurance Company (AEIC) had been placed in conservatorship with the Texas Department of Insurance. As a result of the impact of conservation on AEIC and American Eagle's other remaining active subsidiary, Aviation Office of America, Inc. (AOA), American Eagle has deconsolidated and reduced its net carrying value of AEIC and AOA to zero as of June 30, 1997. If and when it is determined that either of its two active subsidiaries have any remaining value and the control of such subsidiaries is returned to American Eagle, the entities will again be consolidated with American Eagle and such value will be reflected in American Eagle's financial statements. The Conservator for the Texas Department of Insurance has provided management with a copy of the Quarterly Statement of AEIC's financial condition as of September 30, 1997. The Quarterly Statement is prepared in accordance with statutory accounting principles which differ from with generally accepted accounting principles. The Company's financial report to shareholders is prepared in accordance with generally accepted accounting principles. Financial statements prepared on the basis of generally accepted accounting principles have not been prepared for AEIC as of September 30, 1997. In accordance with the statutory basis of reporting, AEIC had as of June 30, 1997, surplus as regards policyholders of $1.8 million. The September 30, 1997, statutory basis financial statements indicated surplus as regards policyholders of a negative $5.6 million. Management has not been able to determine whether they concur with the September 30, 1997 statutory based financial statements nor have they determine what the financial condition of AEIC would be on the basis of generally accepted accounting principles. Additionally, management was informed on December 3, 1997 that the Texas Department of Insurance is placing American Eagle Insurance Company in Receivership. The estimated future net operating costs for American Eagle parent company recorded in the second quarter of 1997 for the third quarter of 1997 were generally as expected and accordingly, no income or expenses have been recorded in the third quarter of 1997. -7- 8 THIRD QUARTER OF 1997 COMPARED TO THE THIRD QUARTER OF 1996 Gross Premiums Produced Gross premiums produced for the third quarter of 1997 compared to the third quarter of 1996 were as follows (in millions):
THIRD QUARTER 1996 1997 ---- ---- Gross premiums produced $37.4 For other companies (7.4) Assumed from other companies 4.6 ----- ----- Gross premiums written 34.6 Ceded premiums (7.7) ----- Net premiums written $26.9 $ 0.0 ===== =====
As described above, the Company had no ongoing operations in the third quarter of 1997 and therefore any comparison with the comparable quarter of 1996 would not be meaningful. -8- 9 FIRST NINE MONTHS OF 1997 COMPARED TO THE FIRST NINE MONTHS OF 1996 As previously reported and described in the Form 10-Q for the periods ended June 30, 1997 and earlier herein, the Company has not had any ongoing operations in the third quarter of 1997. The results of operations for the nine months ended September 30, 1997 are the results of operations reported for the six months ended June 30, 1997. A comparison of the first six months of 1997 with the first nine months of 1996 would not be meaningful and accordingly, no such comparison has been made. Gross Premiums Produced Gross premiums produced for the first nine months of 1997 which are also the gross premiums produced for the first six months of 1997 as compared to the first nine months of 1996 were as follows (in millions):
FIRST NINE MONTHS 1996 1997 ---- ---- Gross premiums produced $121.1 $ 48.9 For other companies (13.4) (11.2) Assumed from other companies 8.8 3.6 ------- ------ Gross premiums written 116.5 41.3 Ceded premiums (29.2) (54.4) ----- ------ Net premiums written $87.3 $(13.1) ===== ======
Extraordinary gain, net Extraordinary gain, net includes the gain of $34.0 million resulting from the cancellation of the Series D Preferred Stock, a loss of $8.6 million on the sales of the Aviation Division, Artisan Contractor Operations and Marine Division, a loss of $1.3 million resulting from the assumption of the Renewal Retention Commission Agreement which was part of the agreement to cancel the Series D Preferred Stock, the write-down to zero of the net carrying value of the net investment in AEIC and AOA which aggregate $0.3 million and the recording of the estimated future net operating costs of American Eagle of $1.9 million. LIQUIDITY AND CAPITAL RESOURCES The Company's consolidated cash flow used in operations was $44.3 million in the first six months of 1997 and the cash flow used by parent company operations in the third quarter of 1997 was $0.6 million for an aggregate of $44.8 million. The funds used in the first six months of 1997 relate to the transfer of business to the acquiring companies, the continued -9- 10 settlement of claims and the payment of retrospectively rated reinsurance premiums while premiums collected were immaterial. The cash flow used in the third quarter of 1997 were to pay operating expenses of the parent company. This is compared to cash flow used by operations of $35.5 million in the first nine months of 1996. The Company's source of cash flow is its insurance operation conducted through its principal subsidiary, AEIC which was deconsolidated at June 30, 1997. As previously noted, AEIC is in receivership. Although the Company does not have any ongoing sources of cash, it currently has cash at the parent company adequate to cover all known creditor obligations and to continue to fund its reduced level of operating expenses through 1998. -10- 11 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits See Index to Exhibits attached hereto and incorporated herein by reference. (b) Reports on Form 8-K None -11- 12 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. AMERICAN EAGLE GROUP, INC. Date: December 10, 1997 By: /s/ M. Philip Guthrie ---------------------- -------------------------------------------- M. Philip Guthrie, Chairman of the Board and Chief Executive Officer Date: December 10, 1997 By: /s/ Richard M. Kurz ----------------------- -------------------------------------------- Richard M. Kurz, Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) -12- 13 EXHIBITS TO FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR AMERICAN EAGLE GROUP, INC. FOR QUARTER ENDED SEPTEMBER 30, 1997 -1- 14 INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT - ------ ------- 4.1 -- Specimen Certificate for shares of Common Stock, $.01 par value, of American Eagle Group, Inc. ("Registrant"), the "Company" or "American Eagle") (Previously filed on May 11, 1994 with Registrant's Amendment No. 2 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 4.2 -- Registration Rights Agreement, dated as of March 21, 1995, by and among American Eagle, Mason Best Company, L.P. ("Mason Best") and Nelson Hurst (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 4.3 -- Amended Registration Rights Agreement, dated December 31, 1996, between American Eagle and Mason Best. (Previously file with Registrant's report on Form 10-Q for the quarter ended March 31, 1997, and incorporated herein by reference.) 10.2 -- Amended and Restated P&C Stock Option Plan - Wise (Previously filed on February 18, 1994 with Registrant's Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.3 -- Amended and Restated P&C Stock Option Plan - Hill (Previously filed on February 18, 1994 with Registrant's Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.7 -- American Eagle Group, Inc. 1994 Director Stock Option Plan, as amended (Previously filed on March 31, 1997 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.8 -- American Eagle Group, Inc. Employee Profit Sharing and Savings Plan (Previously filed on February 18, 1994 with Registrant's Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.16 -- Consulting Agreement, dated as of December 24, 1992, between American Eagle and Don D. Hutson (Previously filed on February 18, 1994 with Registrant's Registration Statement on Form S-1, File No. 33-75490, and incorporated hereby by reference). 10.17 -- Agreement dated as of February 15, 1991, between Luther King Capital Management Corporation and AEIC (Previously filed on February 18, 1994 with Registrant's Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.18 -- Investment Management Agreement, dated as of June 17, 1994, between American Eagle Insurance Company and Aon Advisors, Inc. (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10- K, File No. 1-12922, and incorporated herein by reference). 10.19 -- Agreement for the Purchase of all of the Outstanding Capital Stock of Aviation Office of America, Inc. and American Eagle Insurance Company dated as of May 7, 1986, among Folmar Corporation, Crum and Forster, Inc. and United States Fire Insurance Company (the "Purchase Agreement") (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33- 75490, and incorporated herein by reference). 10.20 -- Amendment to Purchase Agreement dated as of June 6, 1987 (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference).
-2- 15 INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT - ------ ------- 10.21 -- Amendment to Purchase Agreement dated as of December 11, 1987 (Previously filed on March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by reference). 10.22 -- First through Fifth General Aviation Liability Excess of Loss Reinsurance Agreement AR #4222 1994 Final Placement Slip (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.23 -- Casualty First and Second Excess of Loss Reinsurance Agreement AR #4038-94 1994 Final Placement Slip (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.24 -- Special Underlying General Aviation Liability Excess of Loss Reinsurance Agreement AR #4221 1994 Final Placement Slip (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.25 -- General Aviation Hull Special Underlying Excess of Loss Reinsurance Agreement AR #4227 1994 Final Placement Slip (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference. 10.26 -- First through Fifth General Aviation Liability Excess of Loss Reinsurance Agreement AR#4222 1994 Final Placement Slip (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.27 -- Casualty First and Second Excess of Loss Reinsurance Agreement AR#4038-94 1994 Final Placement Slip (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.28 -- Special Underlying General Aviation Liability Excess of Loss Reinsurance Agreement AR#4221 Final Placement Slip (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated hereby by reference). 10.29 -- General Aviation Hull Special Underlying Excess of Loss Reinsurance Agreement AR#4227 1994 Final Placement Slip (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated hereby by reference). 10.30 -- Special Underlying General Aviation Liability Excess of Loss Reinsurance Agreement AR#4221 1995 Final Placement Slip (Previously filed on March 28, 1996 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.31 -- General Aviation Hull Special Underlying Excess of Loss Reinsurance Agreement AR #4227 1995 Final Placement Slip (Previously filed on March 28, 1996 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.32 -- First and Second Property Excess of Loss Reinsurance Agreement--ARA #4039-91 (subject to a request for confidential treatment). (Previously filed on March 28, 1996 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.33 -- First and Second Casualty Excess of Loss Reinsurance Agreement--ARA #4038-91 (subject to a request for confidential treatment). (Previously filed on March 28, 1996 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference).
-3- 16 INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT - ------ ------- 10.34 -- Casualty First and Second Excess of Loss Reinsurance Agreement--AR #4038-95 (subject to a request for confidential treatment). (Previously filed on March 28, 1996 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.35 -- First and Second Casualty Excess of Loss Reinsurance Agreement--AR #4038-95 (subject to a request for confidential treatment. (Previously filed on March 28, 1996 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.36 -- General Aviation Hull Special Underlying Excess of Loss Reinsurance Agreement--AR #4227-94 (subject to a request for confidential treatment). (previously filed on March 28, 1996 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.37 -- Special Underlying General Aviation Liability Excess of Loss Reinsurance Agreement--AR #4221-94 (subject to a request for confidential treatment). (Previously filed on March 28, 1996 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.38 -- First Through Fifth General Aviation Excess of Loss Reinsurance Agreement--AR #4222-94 (subject to a request for confidential treatment). (Previously filed on March 28, 1996 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference). 10.39 -- Securities Purchase Agreement, dated as of November 5, 1996, by and between American Eagle and American Financial Group, Inc. (Previously filed with Registrant's Report on Form 10-Q for the quarter ended September 30, 1996, and incorporated herein by reference). 10.40 -- Special Underlying General Aviation Liability Excess of Loss Reinsurance Agreement--AR #4221--1996 Final Placement Slip (Previously filed with Registrant's Report on Form 10-Q for the quarter ended September 30, 1996, and incorporated herein by reference). 10.41 -- First Through Fifth General Aviation Liability Excess of Loss Reinsurance Agreement--AR #4222--1996 Final Placement Slip (Previously filed with Registrant's Report on Form 10-Q for the quarter ended September 30, 1996, and incorporated herein by reference (Previously filed with Registrant's Report on Form 10-Q for the quarter ended September 30, 1996, and incorporated herein by reference). 10.43 -- Asset Purchase Agreement dated April 23, 1997 between AEIC and HDR Insurance Managers, Inc. (Previously filed with registrant's report on Form 10-Q for the quarter ended March 31, 1997, and incorporated herein by reference.) 10.44 -- Employment Agreement dated as of August 21, 1997 between American Eagle Group, Inc. and M. Philip Guthrie. (Previously filed with Registrant's Report on Form 10-Q for the quarter ended June 30, 1997 and incorporated herein by reference.) 10.45 -- Employment Agreement dated as of August 21, 1997 between American Eagle Group, Inc. and Richard M. Kurz. (Previously filed with Registrant's Report on Form 10-Q for the quarter ended June 30, 1997 and incorporated herein by reference.)
-4- 17 INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT - ------ ------- 10.46 -- Renewal/Retention Commission Agreement dated as of November 4, 1997 between American Eagle Group, Inc., American Eagle Insurance Company and Great American Insurance Company. (Previously filed with Registrant's Report on Form 10-Q for the quarter ended June 30, 1997 and incorporated herein by reference.) 10.47 -- Settlement Agreement and Mutual Release dated as of November 4, 1997 between American Eagle Group, Inc., American Financial Group, Inc. and Great American Insurance Company. (Previously filed with Registrant's Report on Form 10-Q for the quarter ended June 30, 1997 and incorporated herein by reference.) 27 -- Financial Data Schedule.
-5- EX-27 2 FINANCIAL DATA SCHEDULE
7 1,000 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 0 0 0 0 0 0 0 943 0 0 982 0 0 898 0 0 1,428 0 71 (1,416) 982 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
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