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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14D-9/A
Solicitation/Recommendation Statement Pursuant
to Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 1)
United Home Life Insurance Company
__________________________________
(Name of Subject Company)
United Home Life Insurance Company
__________________________________
(Name of Person Filing Statement)
Common Stock, $1.00 par value per share
_______________________________________
(Title of Class of Securities)
910603-10-9
____________________________________
(CUSIP Number of Class of Securities)
Michael A. Schoettle
President, Chief Operating Officer
and Chairman of the Board
United Home Life Insurance Company
1499 Windhorst Way, Suite 200
Greenwood, Indiana 46143
(317) 889-2111
______________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf
of the Person Filing Statement)
with copies to:
Jeffrey B. Bailey
Locke Reynolds Boyd & Weisell
201 North Illinois Street
1000 Capital Center South
Indianapolis, Indiana 46204
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Item 2. Tender Offer of the Bidder.
This Amendment 1 to the Solicitation/Recommendation Statement on
Schedule 14D-9 ("Amended Recommendation Statement") relates to the
Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1 filed by
SouthCap Corporation, a Tennessee corporation ("SouthCap") on May 12,
1997, together with a Supplement and Amendment to Offer to Purchase
dated May 12, 1997, and the related Letter of Transmittal (which
together constitute the "Amended Offer") whereby SouthCap amended its
tender offer materials described below to, among other things, increase
the purchase price for all of the outstanding common stock, par value
$1.00 per share (the "Common Stock"), of United Home Life Insurance
Company ("United Home" or the "Company") from $4.50 per share to $7.00
per share.
SouthCap's original tender offer was set forth in a Tender Offer
Statement on Schedule 14D-1 dated April 8, 1997, whereby SouthCap
offered to purchase all of the outstanding Common Stock of United Home
at a price of $4.50 per share in cash upon the terms and conditions set
forth in the Offer to Purchase dated April 8, 1997, and the related
Letter of Transmittal (which together constituted the "Offer"). In
response to SouthCap's original Offer, United Home filed a
Solicitation/Recommendation Statement on Schedule 14D-9 on April 22,
1997. This Amended Recommendation Statement should be read in
conjunction with the Amended Offer and the original
Solicitation/Recommendation Statement of United Home on Schedule 14D-9
together with the Exhibits attached thereto.
Item 4. The Solicitation or Recommendation.
(a) The Board of Directors of the Company has unanimously
determined that the Amended Offer is not in the best interests of the
Company or its shareholders, and therefore, the Board of Directors
unanimously recommends that the holders of the Company's Common Stock
reject the Amended Offer.
A copy of the letter to the shareholders communicating the Board's
recommendation and a form of press release announcing such
recommendation are filed as Exhibits 1 and 2 hereto, respectively, and
are incorporated herein by reference.
(b) In reaching the conclusions referred to in Item 4(a), the
Board of Directors took into account numerous factors, including but not
limited to those previously considered and specified in the Schedule
14D-1, as well as the following:
(i) the reports of independent actuaries consulted by the
Company to perform an evaluation of the Company and its Common
Stock, which indicated that the fair value per share of the
Common Stock is materially in excess of $7.00 per share;
(ii) the indications of interests and offers to purchase
received by the Company to acquire the Common Stock of the
Company, all of which were for per share prices in excess of
$7.00 per share;
(iii) the Letter of Intent entered into between the
Company and United Farm Family Life Insurance Company to
purchase all of the outstanding Common Stock of the Company
for $8.75 per share in cash; and
(iv) the valuations and advice provided by the investment bank
retained by the Company to assist in the Board's evaluation.
Item 5. Persons Retained, Employed or to be Compensated.
In its original Schedule 14D-9, the Company indicated that it was
in the process of retaining an investment banker to act as a financial
advisor and to assist the Board of Directors in valuing the Common Stock
of the Company and analyzing the value of the existing offers to
purchase the Company, as well as any other offers which may be received.
On April 30, 1997, the Company retained Olive Corporate Finance, LLC, of
Indianapolis, Indiana to act as its investment banking firm. Olive
Corporate Finance's duties have included, and will include, acting as a
financial advisor to the Company and assisting the Board of Directors in
analyzing the existing offers to purchase the Company, as well as any
other offers which may be received in the future. Olive Corporate
Finance is also expected to render a fairness opinion at the time of the
closing of proposed transaction.
For its services, Olive Corporate Finance will be paid a fee of
$25,000 plus a potential performance based component if certain levels
of shareholder value are achieved in an extraordinary corporate
transaction.
Item 7. Certain Negotiations and Transactions by the Subject Company.
(a) Following publicity concerning the filing of the Form A with
the Indiana Insurance Commissioner by SouthCap, the Company has received
certain inquiries and has had negotiations or discussions with several
entities regarding the potential acquisition of all of the outstanding
Common Stock of United Home.
As a result of those negotiations, the Company entered into a
non-binding Letter of Intent on May 13, 1997, with United Farm Family Life
Insurance Company of Indianapolis, Indiana ("UFFLIC") to purchase all of
the outstanding Common Stock of the Company for $8.75 per share in cash.
The consummation of the transaction with UFFLIC is subject to certain
conditions precedent which must be satisfied before the closing,
including, but not limited to: (i) the negotiation of definitive
acquisition documents which are acceptable to both parties, (ii)
approval of UHL shareholders, (iii) obtaining all necessary regulatory
consents and approvals including the approval of the Indiana Department
of Insurance, and (iv) approval of the transaction by the Board of
Directors of the Company and UFFLIC. The Letter of Intent between the
Company and UFFLIC contains various other terms and conditions which are
incorporated herein by reference. The Letter of Intent is attached
hereto as Exhibit 3.
Prior to the entry into the Letter of Intent with UFFLIC, the
Company had received several preliminary offers to purchase all of the
Common Stock of the Company. All of the offers were from unrelated
parties. Included in the Letter of Intent with UFFLIC is a provision
that the Company will not engage in or continue discussions with any of
these other parties unless such action would violate the fiduciary
obligations of the Board of Directors of the Company. The Company
intends to negotiate with UFFLIC in order to promptly reach a definitive
agreement on the terms and conditions in the Letter of Intent for the
acquisition of all of its outstanding Common Stock. The Board of
Directors of the Company unanimously agreed that the offer of UFFLIC for
$8.75 per share in cash was in the best interests of all relevant
constituencies. No definitive agreements have been reached with UFFLIC,
and there can be no assurance that any of the currently outstanding
offers, including the UFFLIC offer, will ultimately result in the
consummation of a transaction.
Other than as set forth in this Item 7(a), there are no other
negotiations being undertaken or underway by the Company in response to
the Offer which relate to or would result in any one or more of the
following: (i) an extraordinary transaction, such as a merger or
reorganization, involving the Company, (ii) a purchase, sale or transfer
of a material amount of assets by the Company, (iii) a tender offer for
or other acquisition of securities by or of the Company or (iv) any
material change in the present capitalization or dividend policy of the
Company.
Notwithstanding the foregoing, the Board of Directors may in the
future, engage in negotiations in response to the Offer that could have
one of the effects specified in Item 7(b)(i)-(iv) above. There can be no
assurance that any such negotiations will be undertaken or that any such
transactions will be recommended to the Board of Directors or
shareholders of the Company or that any transaction which may be
recommended will be approved or consummated.
(b) Other than as set forth in Item 7(a), there have not been any
transactions, Board resolutions, agreements in principal or signed
contracts in response to the Offer or the Amended Offer which relate to
or would result in any one or more of the following: (i) an
extraordinary transaction, such as a merger or reorganization, involving
the Company, (ii) a purchase, sale or transfer of a material amount of
assets by the Company, (iii) a tender offer for or other acquisition of
securities by or of the Company or (iv) any material change in the
present capitalization or dividend policy of the Company.
Item 8. Additional Information to be Furnished.
The letter to shareholders of the Company from the Board of
Directors of the Company dated May 14, 1997, which is attached hereto as
Exhibit 1, is incorporated herein by reference together with the press
release of the Company dated May 14, 1997, which is attached hereto as
Exhibit 2 and the Letter of Intent between the Company and UFFLIC, which
is attached hereto as Exhibit 3.
Item 9. Material to be Filed as Exhibit.
(a) Exhibit 1 Letter to shareholders dated May 14, 1997
Exhibit 2 Press Release dated May 14, 1997
Exhibit 3 Letter of Intent
Signature.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: May 14, 1997 UNITED HOME LIFE INSURANCE COMPANY
By: /s/ Michael A. Schoettle
__________________________________
Michael A. Schoettle, President
Exhibit 1
[United Home Life Insurance Company Letterhead]
May 14, 1997
Dear Shareholders:
By now you have likely received a packet of information from
SouthCap Corporation of Nashville, Tennessee ("SouthCap"). SouthCap is
amending its prior offer to purchase all of the outstanding common
shares of United Home Life Insurance Company ("UHL" or the "Company")
from $4.50 per share to $7.00 per share. In addition, SouthCap reduced
the "minimum condition" to 40% and made certain other amendments,
including obtaining a financing commitment.
YOU ARE NOT REQUIRED TO SELL YOUR SHARES TO SOUTHCAP OR TO ANYONE ELSE.
You do not have to send your shares to SouthCap if you do not want to.
A representative of your Board of Directors, accompanied by counsel
and financial advisors to the Company, recently met with Fred W.
Lazenby, Chairman of the Board of SouthCap, to discuss SouthCap's
revised offer. SouthCap requested that the Board of Directors of UHL
review SouthCap's revised offer.
Following a review and analysis of SouthCap's amended offer, and
other offers which have been received by UHL to acquire the Company,
your Board of Directors has unanimously determined that the hostile
takeover attempt by SouthCap is not in the best interest of UHL or its
shareholders.
YOUR BOARD STRONGLY RECOMMENDS THAT YOU REJECT THE OFFER AND NOT SELL
YOUR SHARES TO SOUTHCAP.
Your Board believes that the hostile bid seeks to deny you the full
value of your investment in UHL. The Board of Directors considered
numerous factors and after substantial deliberation, research and study,
has determined that it is in the best interest of UHL and its
shareholders that UHL be sold to United Farm Bureau Family Life Company
("Farm Bureau"). UHL has entered into a Letter of Intent pursuant to
which Farm Bureau would engage in a transaction which would result in
the acquisition of all of the UHL shares at a cash price of $8.75 per
share. The agreement is subject to regulatory approval and final
documentation.
Before arriving at its recommendation and the above conclusion,
your Board of Directors carefully reviewed UHL's business and financial
condition as well as the best interests of the shareholders,
policyholders, agents, employees, suppliers and customers of UHL and
other factors. The Board of Directors consulted with financial advisors
retained to assist in the evaluation of the Company and offers to
purchase UHL. Some of the factors which were considered by the Board
were described in the Schedule 14D-9 which was previously forwarded to
your. Additional considerations and information is contained in
Amendment No. 1 to Schedule 14D-9 which is attached hereto. Please read
carefully the attached Amendment No. 1 Schedule 14D-9, which describes
in greater depth your Board's recommendation, thinking and analysis in
regard to the recommendation.
If you have already tendered your shares to SouthCap, YOU HAVE THE
RIGHT AT ANY TIME BEFORE MAY 27, 1997, TO ASK FOR THEM TO BE RETURNED TO
YOU. In order to do so, you must notify Fifth Third Bank, Corporate
Trust Operations, Mail Drop 1090F5, 38 Fountain Square Plaza,
Cincinnati, Ohio 45263. The withdraw notice must specify: (i) the name
of the person who tendered the shares to be withdrawn, (ii) the number
of shares to be withdrawn and (iii) the name of the registered holder of
the shares to be withdrawn if different than the name of the person who
tendered such shares. You may also request withdrawal of the shares by
facsimile transmission. The facsimile number is (513) 744-6785.
Your Board of Directors unanimously believes that the current
agreement to sell all of the shares of UHL to Farm Bureau at $8.75 is
substantially in excess of the $7.00 per share offered by SouthCap and
that the proposed sale to Farm Bureau is in the best interests of the
above specified constituencies. The Board further believes that if you
tender your shares and they are purchased pursuant to the offer, you
will have been deprived of a significant portion of the value of your
shares.
Please be assured that the UHL Board of Directors and management
will continue to act in your best interest and continue to pursue in a
reasonable and prudent manner consummation of the transaction with Farm
Bureau which the Board of Directors believes will allow you to receive
the fair value of your shares.
Sincerely,
/s/ Michael A. Schoettle
Michael A. Schoettle
President and Chairman of the Board
Exhibit 2
Farm Bureau Insurance and United Home Life
Agree to Business Combination
Indianapolis, Indiana and Greenwood, Indiana, May 14, 1997 --
United Farm Family Life Insurance Company, doing business as Farm Bureau
Insurance ("Farm Bureau") and United Home Life Insurance Company
(NASDAQ: UHLI) announced today that they have entered into a letter of
intent pursuant to which Farm Bureau will acquire all of the issued and
outstanding stock of United Home Life for cash at $ 8.75 per share, or
approximately $ 10.582 million. The transaction is subject to the
negotiation of a definitive agreement with the usual representations and
warranties for transactions of this character, the approval of the
Indiana Department of Insurance and the requisite approval of United
Home Life's shareholders.
United Home Life has been the subject of a hostile takeover bid
from SouthCap Corporation of Tennessee. Mr. Michael Schoettle,
President and Chief Operating Officer of United Home Life, said, "We
believe that the proposed transaction with Farm Bureau represents a
significant benefit to our shareholders, policyholders and employees.
In addition to providing $ 1.75 per share more in cash to our
shareholders than SouthCap's hostile bid, Farm Bureau has also agreed to
use its reasonable best efforts to bring our company to an A.M. Best
rating of "A" (Excellent) to benefit our policyholders, and to place any
of our employees whose positions might be eliminated because of the
transaction on a preferential hiring list to the extent other openings
become available. Our board unanimously supported entering into the
letter of intent with Farm Bureau in part because of its willingness to
protect our major constituents."
Mr. Don Henderson, Executive Vice President and Chief Executive
Officer of Farm Bureau said, "United Home Life is a unique company with
a long history in Indiana. It brings to Farm Bureau distinct products
that are complementary to ours and should help us in our attempts to
penetrate markets outside the state as well. We are grateful that the
Board of Directors and the Schoettle family have agreed to entrust the
future of United Home Life to us. We look forward to strengthening its
business."
This press release is neither a solicitation of proxies, nor an
offer to purchase or solicitation of offers to sell shares of United
Home Life. A definitive proxy statement will be mailed to shareholders
following the negotiation of the definitive agreement and the
satisfaction of certain other conditions.
United Home Life Insurance Company is a Greenwood, Indiana - based
life insurance company licensed to sell life insurance policies in 25
states. Olive Corporate Finance, LLC is acting as financial adviser to
United Home Life Insurance Company in connection with the proposed
transaction.
Farm Bureau Insurance is a member of the Indiana Farm Bureau family
of companies.
Exhibit 3
May 13, 1997
Mr. Michael A. Schoettle
President and Chief
Operating Officer
United Home Life Insurance Company
1499 Windhorst Way
Greenwood, Indiana 46143
This Letter of Intent sets forth the terms and conditions upon
which United Farm Family Life Insurance Company, directly or indirectly
through one or more of its affiliates ("Buyer"), proposes to purchase or
otherwise acquire all of the issued and outstanding capital stock (the
"Stock") of United Home Life Insurance Company (the "Company"). Our
proposal is based on the information contained in the statutory Annual
Statement of the Company for the year ended December 31, 1996, as filed
with the Department of Insurance of the State of Indiana, and any
related notes thereto.
1. Purchase Price and Payment. Buyer proposes to acquire the
Company in a transaction pursuant to which Buyer will pay approximately
$ 10.582 million in cash, or $8.75 per share, to the shareholders at the
closing, net of any amounts paid or payable to investment bankers or
brokers retained by the Company.
2. Agreement and Closing. Buyer and the Company shall enter into
a definitive agreement ("Agreement"), in form and substance satisfactory
to both parties, embodying the provisions set forth in this Letter of
Intent and such other terms and conditions not inconsistent with this
letter as are agreed upon by the parties. The Agreement will include
warranties, representations and indemnifications customarily embodied in
a transaction of this nature, including warranties by the Company as to
the accuracy of all financial statements, documents and other
information furnished to Buyer, and the absence of pending or threatened
litigation and/or other contingent liabilities. If there has been an
adverse change in the financial condition, business or prospects of the
Company since December 31, 1996, the Agreement will include the ability
of the Buyer to terminate the Agreement or refuse to close, in each case
without penalty. Our attorney will prepare the initial draft of the
Agreement and it is expected that we will finalize the Agreement as well
as all other required ancillary documents as soon as practicable. The
closing will take place as soon as is reasonably possible, on a date
mutually acceptable to both parties, after all of the conditions
precedent to closing enumerated in paragraphs 5 and 6 of this Letter of
Intent have been satisfied or waived in writing by Buyer or the Company,
as the case may be.
3. Confirmation of Representations and Warranties. The Agreement
will also include the ability of Buyer and/or its actuaries,
accountants, attorneys, officers or employees to review any and all tax
returns, annual statements, financial information, securities filings,
reserves, books and records, policy forms, agreements and documents,
licenses and other materials concerning the Company and its operations,
and to talk to third parties (including, without limitation, employees,
suppliers and governmental officials) as the Buyer may reasonably desire
to confirm the representations and warranties in the Agreement.
4. Fees and Expenses. Each of the Buyer and the Company will be
responsible for the fees and expenses of its actuaries, accountants,
attorneys, advisors and brokers and any other costs and expenses
incurred by it in connection with this transaction.
5. Conditions Precedent to the Obligation of the Buyer to Close
the Transaction. The obligation of the Buyer to consummate this
transaction is subject to the satisfaction of at least the following
conditions precedent before closing, unless waived in writing by the
Buyer.
(a) Buyer's complete satisfaction with the results of the business
review referred to in Section 3 above (including a clean audit opinion
as to the Company's statutory financial statements as of December 31,
1996);
(b) negotiation and execution of the Agreement, satisfactory to
Buyer and the Company, embodying the terms of the transaction;
(c) obtaining all necessary regulatory and third-party consents
and approvals (including any requisite approvals of the Indiana
Department of Insurance);
(d) absence of any adverse change in the condition, assets,
liabilities, operations or business prospects of the Company;
(e) agreement between Buyer and Seller with respect to the tax
treatment of the sale of the Stock;
(f) approval of the transaction, the terms thereof and the
Agreement by the Boards of Directors of both Buyer and the Company and
by the requisite vote of the Company's shareholders under applicable
law;
(g) the entering into of certain agreements between the Buyer and
officers, directors and members of the Schoettle family who are not
otherwise contractually obligated as of the date of this Letter of
Intent, including such members who have "pass-through" voting of stock
held in The Children's Trust Established in the Will of Florence
Jeanette Schoettle and to the extent no "pass through" voting rights
exist, Michael A. Schoettle and Paul B. Schoettle, to vote the stock
owned beneficially by them in favor of the transactions contemplated by
this Letter of Intent; and
(h) agreement that Buyer shall have the right contemporaneously
with the closing of this transaction to appoint all members to the
Company's Board of Directors.
(i) negotiation and execution of a non-competitive agreement with
key employees, satisfactory to Buyer and the Company.
6. Conditions Precedent to the Company's Obligation to Close the
Transaction. The obligation of the Company to consummate the
transactions contemplated by this Letter of Intent is subject to the
satisfaction of the following condition precedent, unless waived in
writing by the Company.
(a) Buyer shall have covenanted to use its reasonable best efforts
to bring the Company to an A.M. Best rating of "A" (Excellent); and
(b) Buyer shall have agreed to indemnify, to the extent the
directors are currently indemnified, the directors of the Company after
Closing and, upon receipt of the undertaking required by Indiana law, to
advance expenses to the directors in the event of shareholder lawsuits
arising out of this transaction after Closing; and
(c) Buyer shall have agreed, to the extent that any current
Company employees' positions shall be eliminated as a result of the
transaction contemplated in this Letter of Intent, to place such
employees on a preferential hiring list to be considered for open
positions with Buyer.
7. No Solicitation. From and after the date hereof, the Company
will not, and will use its best efforts to cause its officers,
directors, employees, attorneys, financial advisors, agents or other
representatives not to, directly or indirectly, solicit, initiate or
encourage (including by way of furnishing information) any takeover
proposal or offer from any person, or engage in or continue discussions
or negotiations relating thereto; provided, however, that the Company
may furnish information concerning itself and its business, properties
or assets to, any third party which makes a Takeover Proposal (as
hereinafter defined) if the Board of Directors of the Company concludes
in good faith on the basis of the written advice of its outside counsel
that the failure to take such action would violate the fiduciary
obligations of the Board under applicable law. The Company will promptly
(but in no case later than 24 hours of its receipt) notify the Buyer of
any Takeover Proposal, including the material terms and conditions
thereof (provided that it need not disclose the identity of the person
or group making such Takeover Proposal). As used in this Letter of
Intent, "Takeover Proposal" shall mean any proposal or offer, or any
expression of interest by any third party relating to the Company's
willingness or ability to receive or discuss a proposal or offer for a
tender or exchange offer, a merger, consolidation or other business
combination involving the Company or any proposal to acquire in any
manner a substantial equity interest in, or a substantial portion of the
assets of the Company.
8. Certain Fees. Without prejudice to any other rights Buyer may
have, the Company shall pay Buyer the fee of $750,000.00 in cash, by
certified check or wire transfer within two business days of any of the
following events:
(a) this Letter of Intent is terminated by the Company and within
twelve months after such a termination a Superior Company Acquisition
Transaction (as hereinafter defined) occurs;
(b) this Letter of Intent is terminated by Buyer following the
occurrence of a Company Third Party Acquisition Event (as hereinafter
defined) and the Board of Directors of the Company (i) shall have
recommended to the shareholders of the Company any Takeover Proposal or
shall have resolved to do so or (ii) a tender offer or exchange offer
for 30% or more of the outstanding shares of common stock of the Company
is commenced, and, after ten (10) business days, the Board of Directors
of the Company fails to recommend against acceptance of such tender
offer or exchange offer by its shareholders (including by taking no
position with respect to the acceptance of such tender offer or exchange
offer by its shareholders).
A "Company Third Party Acquisition Event" means any of the
following events: (A) any Person other than Buyer or its Affiliates,
acquires or becomes the beneficial owner of 30% or more of the
outstanding shares of the Stock; (B) any new group is formed which, at
the time of formation, beneficially owns 30% or more of the outstanding
shares of Stock (other than a group which includes or may reasonably be
deemed to include Buyer or any of its Affiliates); (C) the Company
enters into, or announces that it proposes to enter into, an agreement,
including, without limitation, an agreement in principle, providing for
a merger or other business combination involving the Company or the
acquisition of a substantial interest in, or a substantial portion of
the assets, business or operations of, the Company (other than the
transactions contemplated by this Letter of Intent); (D) any Person
(other than Buyer or its Affiliates) is granted any option or right,
conditional or otherwise, to acquire or otherwise become the beneficial
owner of shares of Stock which, together with all shares of Stock
beneficially owned by such Person, results or would result in such
Person being the beneficial owner of 30% or more of the outstanding
shares of Stock; or (E) there is a public announcement with respect to
a plan or intention by the Company or any Person, other than Buyer, to
effect any of the foregoing transactions. For purposes of this Section
9, the terms "group" and "beneficial owner" shall be defined by
reference to Section 13(d) of the Exchange Act.
A "Superior Company Acquisition Transaction" means the event
referred to in clause (C) of Company Third Party Acquisition Event
provided that the financial and other terms of the transaction referred
to therein are, when considered in the aggregate, more favorable to the
Company's shareholders than the financial and other terms of the
transactions contemplated by this Letter of Intent.
9. Public Announcements. Buyer and the Company shall jointly
announce the entering into of this Letter of Intent. Neither Buyer nor
the Company shall make any public announcements regarding the subject
matter of this Letter of Intent without the express approval of the
other unless, in the written opinion of outside counsel, it is necessary
as a matter of law to make such an announcement.
10. Governing Law. This Letter of Intent shall be governed by
Indiana law.
The purpose of this Letter of Intent is to set forth the present
intentions and proposals of Buyer. The Buyer contemplates that there
will be continued negotiations with you to permit the drafting and
execution of a definitive Agreement and related agreements which are
satisfactory to you, the Buyer and our respective attorneys. Except for
the obligations under Paragraphs 4, 7 and 8 above, neither the Company
nor the Buyer shall have any obligation or liability to the other,
hereunder or otherwise, unless and until a mutually satisfactory written
Agreement has been fully negotiated, executed and delivered. In the
event that the parties do not execute a definitive Agreement within
ninety days of your acceptance of this Letter of Intent, the proposals
made in this letter shall be null and void.
This proposal expires at 8:00 am on Wednesday, May 14, 1997. If
the foregoing proposal meets with your approval, please sign it and
return a copy to my attention as soon as possible, but in no event later
than 8:00 am on Wednesday, May 14, 1997.
Very truly yours,
UNITED FARM FAMILY
LIFE INSURANCE COMPANY
By: /s/ Carl L. Shepherd
__________________________
Carl L. Shepherd
Senior Vice President
The foregoing proposal is accepted and agreed to.
UNITED HOME LIFE
INSURANCE COMPANY
By:___________________________
Michael A. Schoettle, its
President and Chief
Operating Officer
Addendum to Letter of Intent
The Board of Directors of United Home Life Insurance Company has
unanimously approved execution of and entry into the Letter of Intent
dated May 13, 1997, to which this addendum is attached, subject to the
following changes:
1. Paragraph 1 of the Letter of Intent shall be amended by deletion of
the clause "net of any amounts paid or payable to investment
bankers or brokers retained by the Company";
2. Paragraph 3 shall be amended to specify that any representations or
warranties related to pending litigation shall exclude any
litigation commenced by or involving SouthCap Corporation, it's
officers, directors and/or affiliates, or other litigation related
thereto;
3. Paragraph 8, certain fees shall be amended to $500,000".
If the above changes are acceptable to you, please so indicate by
signing below.
United Home Life Insurance Company
By: /s/ Michael A. Schoettle
----------------------------------------
Michael A. Schoettle
President and Chief Executive Officer
Accepted and agreed to:
United Farm Family Life Insurance Company
By: /s/ Carl L. Shepherd
-----------------------------------------
Carl L. Shepherd
Senior Vice President
