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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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) OCTOBER 23, 1997
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AMERIN CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-27146 11-3085148
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(Commission File Number) (I.R.S. Employer Identification No.)
200 EAST RANDOLPH DRIVE, CHICAGO, IL 60601-7125
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(Address of Principal Executive Offices) (Zip Code)
(312) 540-0078
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(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.
This Current Report on Form 8-K is being filed with the Securities and
Exchange Commission by Amerin Corporation for the purpose of providing the
information set forth in a press release issued by the Company on October 23,
1997, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by
reference, and to file a related exhibit.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a) Financial Statement of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
The following exhibits are filed herewith:
99.1 Press Release dated October 23, 1997.
99.2 Termination Agreement (dated October 22, 1997) with respect to
Amended and Restated Shareholders Agreement dated November 1,
1995.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERIN CORPORATION
/s/ Randolph C. Sailer II
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Randolph C. Sailer II
Senior Vice President, General Counsel
and Secretary
Date: November 6, 1997
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
99.1 Press Release dated October 23, 1997
99.2 Termination Agreement (dated October 22, 1997) with
respect to Amended and Restated Shareholders
Agreement dated November 1, 1995.
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EXHIBIT 99.1
Contact: Bill Campbell
for Amerin Corporation
212 254.6670
MORGAN STANLEY FUND DISTRIBUTED ITS STAKE IN AMERIN, THE COMPANY SAYS
Chicago, Ill., October 23, 1997 -- Amerin Corporation (NASDAQ: AMRN), the parent
of Amerin Guaranty, said today that one of its original equity investors since
1992, The Morgan Stanley Leveraged Equity Fund II, L.P. (MSLEF), has informed
the company that it has distributed all of its holdings in Amerin to the fund's
partners, as of the close of business yesterday.
The distribution of 3,102,131 shares of Amerin's voting common stock represents
roughly 12 percent of the company's 26.1 million outstanding shares.
MSLEF is a private equity fund, managed by an affiliate of Morgan Stanley, Dean
Witter, Discover & Co. (NYSE: MWD), with a strategy of making long-term
investments in a variety of industries and creating value for its investors over
a four-to-five year period.
Amerin also said that in connection with the distribution, there would be a
termination of the stockholders' agreement among MSLEF, the other original
investors and Amerin's Chairman and Chief Executive Officer, Gerald L. Friedman.
The stockholders' agreement provided, among other things, for the designation
and election of directors, registration rights and certain "drag-along" and
"tag-along" rights.
Amerin provides private mortgage insurance to leading mortgage originators. The
company's products are discount Borrower-Paid Mortgage Insurance, Lender-Paid
Mortgage Insurance and captive mortgage reinsurance. Amerin's approach to sales
and underwriting reduces the cost of its insurance and offers operating
efficiencies to mortgage lenders and their borrowers. Home buyers who make down
payments of less than 20 percent of the value of the home are usually required
by the mortgage lender to qualify and pay for mortgage insurance on their
mortgage loans. If the homeowner defaults on the loan, mortgage insurance pays
the lender or the owner of the loan for its losses, up to a specified coverage
amount.
# # #
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Exhibit 99.2
TERMINATION AGREEMENT
WITH RESPECT TO
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
DATED NOVEMBER 1, 1995
October 22, 1997
Reference is made to (i) the Amended and Restated Shareholders Agreement
among Amerin Corporation (the "Company"), Gerald L. Friedman, Stuart M. Brafman
and each Investor set forth on the signature pages thereof dated as of November
1, 1995; (ii) the Agreement to be Bound by Terms of Amended and Restated
Shareholders Agreement dated November 1, 1995 and Waiver Pursuant to Such
Agreement, dated January 13, 1997; and (iii) the Release of Stuart M. Brafman,
the Brafman Limited Partnership and the Stuart Brafman Charitable Remainder
Annuity Trust from Amended and Restated Shareholders Agreement dated as of
November 1, 1995, dated May 16, 1997 (collectively, the "Agreement").
Capitalized terms not otherwise defined herein shall have the meanings assigned
to them in the Agreement.
The undersigned, being all of the parties to the Agreement, hereby agree
that the Agreement shall be terminated as of and from the date hereof and shall
be of no further force and effect. Each of the parties hereto waives any and
all notice periods or other conditions precedent to the termination of the
Agreement.
By executing this Termination Agreement each party hereto represents and
warrants to each other party hereto that the execution and delivery of this
Termination Agreement has been authorized by all appropriate corporate or other
action. In addition, the Company represents that, pursuant to Section 7.4 of
the Agreement, this Termination Agreement has been approved by the Board of
Directors of the Company.
This Termination Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which together shall
be deemed to be one and the same instrument.
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GERALD L. FRIEDMAN
/s/ Gerald L. Friedman
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FRIEDMAN FAMILY FOUNDATION
By: /s/ Gerald L. Friedman
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Name: Gerald L. Friedman
Title: Trustee
GERALD L. FRIEDMAN CHARITABLE
REMAINDER UNITRUST OF 1997
By: /s/ Gerald L. Friedman
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Name: Gerald L. Friedman
Title: Trustee
SHEREE A. FRIEDMAN CHARITABLE
REMAINDER UNITRUST OF 1997
By: /s/ Gerald L. Friedman
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Name: Gerald L. Friedman
Title: Trustee
SARAH BETH FRIEDMAN 1989 TRUST
By: /s/ Donald S.Taitelman
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Name: Donald S. Taitelman
Title: Trustee
RACHAEL L. FRIEDMAN
/s/ Rachael L. Friedman
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DANIEL B. RAND
/s/ Daniel B. Rand
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2
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J.P. MORGAN CAPITAL CORPORATION
By: /s/ Peter H. Gleason
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Name: Peter H. Gleason
Title:
THE MORGAN STANLEY LEVERAGED
EQUITY FUND II, L.P.
By MORGAN STANLEY LEVERAGED
EQUITY FUND II, INC., as General
Partner
By: /s/ R.H. Niehaus
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Name: R.H. Niehaus
Title:
LEEWAY & CO.
By State Street Bank & Trust Co., a
partner
By: /s/ Kimberly A. Moynihan
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Name: Kimberly A. Moynihan
Title: Assistant Secretary
Mellon Bank, N.A., solely in its
capacity as Trustee for FIRST PLAZA
GROUP TRUST, (as directed by General
Motors Investment Management
Corporation), and not in its individual
capacity
By: /s/ Carole Bruno
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Name: Carole Bruno
Title: Authorized Signatory
The decision to participate in this investment,
any representations made herein by the
participant, and any actions taken hereunder by
the participant has/have been made solely at the
direction of the investment fiduciary who has sole
investment discretion with respect to this
investment.
3
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AETNA LIFE INSURANCE COMPANY
By: /s/ David M. Clarke
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Name: David M. Clarke
Title: Vice President
AMERIN CORPORATION
By: /s/ Randolph C. Sailer II
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Name: Randolph C. Sailer II
Title: Senior Vice President
4
