-----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, CGqFaHvmNpqP3EMm/z3RXXGIb3Dm81J+dx/Hvzw4npmxVbL8Xu7QoEEUnoseHFLh cnu4w2TZAa6P077Nk9MGFA== 0000897430-99-000008.txt : 19990414 0000897430-99-000008.hdr.sgml : 19990414 ACCESSION NUMBER: 0000897430-99-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990413 ITEM INFORMATION: FILED AS OF DATE: 19990413 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIG HOLDINGS INC CENTRAL INDEX KEY: 0000897430 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 943172455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11856 FILM NUMBER: 99592665 BUSINESS ADDRESS: STREET 1: 65 EAST 55TH STREET 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 9728315393 MAIL ADDRESS: STREET 1: 65 EAST 55TH STREET 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 FORM 8-K OF APRIL 13, 1999 - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 - -------------------------------------------------------------------------------- Date of Report (date of earliest event reported) April 13, 1999 TIG HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-11856 94-3172455 (State of (Commission File No.) (IRS Employer Incorporation) Identification No.) 65 East 55th Street, 28th Floor, New York, New York 10022 (Address of principal executive offices) (zip code) Registrant's telephone number including area code: 212-446-2700 - -------------------------------------------------------------------------------- None - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) - -------------------------------------------------------------------------------- Item 5. Other Events. TIG Holdings, Inc. (the "Registrant") entered into an Agreement and Plan of Merger dated December 3, 1998, among Fairfax Financial Holdings Limited ("Fairfax"), FFHL Inc. ("FFHL") and the Registrant, pursuant to which FFHL merges with and into the Registrant. On April 13, 1999, the Registrant issued a press release announcing the completion of the merger, which is filed herewith as Exhibit 99. Item 7. Financial Statements. (c) Exhibits: Exhibit No. Description 99 Press Release dated April 13, 1999, announcing completion of the merger with FFHL. 1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the resitrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TIG HOLDINGS, INC. ------------------------- (Registrant) Date: April 13, 1999 By: /s/William H. Huff, III -------------------------- Name: WILLIAM H. HUFF, III Title: Senior Vice President and General Counsel 2 EXHIBIT INDEX Sequentially Exhibit Numbered No. Exhibit Page 99 TIG Holdings, Inc. Press Release dated April 13, 1999*. - - -------------------- * Filed herewith. EX-99 2 PRESS RELEASE OF APRIL 13, 1999 [Letterhead of TIG HOLDINGS, INC.] Media Contact: Jill Renken Investor Contact: John Swanson TIG Insurance Co. TIG Holdings Inc. (972) 831-4666 (972) 831-4648 TIG CLOSES MERGER BECOMES PART OF FAIRFAX FINANCIAL HOLDINGS LIMITED NEW YORK, NY (April 13, 1999) -- TIG Holdings, Inc. (NYSE: TIG) announced today the completion of the merger with FFHL Inc., an indirect wholly-owned subsidiary of Fairfax Financial Holdings Limited (TSE: FFH). As a result of the merger, holders of common shares of TIG at the time of the merger are entitled to receive US$16.50 per share. TIG will promptly send such shareholders the documents necessary to exercise this entitlement. TIG Holdings, Inc. is the holding company for a property/casualty insurance group that offers reinsurance under TIG Reinsurance and, primarily, specialty insurance products under TIG Insurance. The company markets its products and services nationwide through a select number of producer partners. Fairfax Financial Holdings Limited is a financial services holding company which, through its subsidiaries, is engaged in property, casualty and life insurance and reinsurance, investment management and insurance claims management. The statements made by the Company in this release, which are not historical facts, are forward-looking statements. Actual results may differ materially from those projected in the statements. These forward-looking statements involve risks and uncertainties, including but not limited to, the following: changes in interest rates; changes in premium volumes; the frequency and severity of catastrophic events; increased competition; regulatory and legislative changes; changes in loss payment patterns; changes in estimated overall adequacy of loss and LAE reserves; changes in key management personnel, changes in general market or economic conditions and other risk factors listed from time to time in the Company's filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 1998 and the Quarterly Report on Form 10-Q for the quarter ended December 31, 1998. ### -----END PRIVACY-ENHANCED MESSAGE-----