<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 22, 1996
REGISTRATION NO. 333-10099
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
PRE-EFFECTIVE AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
AMERISAFE, INC.
(Exact name of Registrant as specified in its charter)
TEXAS 6331 75-2069407
(State of incorporation) (Primary Standard (I.R.S. Employer
Industrial Classification Identification No.)
Code Number)
---------------------
2301 HIGHWAY 190 WEST MARK R. ANDERSON
DERIDDER, LOUISIANA 70634 PRESIDENT
318-463-9052 2301 HIGHWAY 190 WEST
(Address and telephone number of DERIDDER, LOUISIANA 70634
Registrant's principal executive offices) 318-463-9052
(Name, address and telephone number
of agent for service)
---------------------
Copies to:
JAMES E. O'BANNON FREDERICK W. KANNER
JONES, DAY, REAVIS & POGUE DEWEY BALLANTINE
2300 TRAMMELL CROW CENTER 1301 AVENUE OF THE AMERICAS
2001 ROSS AVENUE NEW YORK, NEW YORK 10019
DALLAS, TEXAS 75201 212-259-8000
214-220-3939
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE(3)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par value
$.01 per share.................. 12,650,000 $12.00 $151,800,000 $65,432
===================================================================================================================
</TABLE>
(1) Includes 1,650,000 shares which the Underwriters have the option to purchase
to cover over-allotments, if any.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(a).
(3) This fee was previously paid with the initial filing of this Registration
Statement.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth an estimate of those expenses to be incurred
by the Company in connection with the issuance and distribution of the
securities being registered.
<TABLE>
<S> <C>
Securities and Exchange Commission Fee.................. $ 65,432
NASD Fee................................................ 19,475
New York Stock Exchange Listing Fee..................... 190,000
Printing Expenses....................................... 150,000
Legal Fees and Expenses................................. 400,000
Accounting Fees and Expenses............................ 235,000
Transfer Agent Fees..................................... 5,000
Blue Sky Fees and Expenses.............................. 15,000
Miscellaneous........................................... 20,093
----------
Total......................................... $1,100,000
==========
</TABLE>
All these expenses, except the Securities and Exchange Commission
registration fee, the New York Stock Exchange listing fee and the NASD
registration fee, represent estimates only.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Articles 2.02A(16) and 2.02-1 of the Texas Business Corporation Act (the
"TBCA") permit a corporation to indemnify a person who was or is a director,
officer, employee or agent of a corporation or who serves at the corporation's
request as a director, officer, venturer, partner, proprietor, trustee, employee
or agent of another corporation, partnership, sole proprietorship, employee
benefit plan, trust, joint venture, or other enterprise (an "outside
enterprise"), who was, is or is threatened to be named a defendant in a legal
proceeding by virtue of such person's position in the corporation or in an
outside enterprise, but only if the person conducted himself in good faith and
reasonably believed, in the case of conduct in the person's official capacity,
that the conduct was in the corporation's best interest or, in the case of all
other conduct, that the conduct was not opposed to the corporation's best
interest, and, in the case of a criminal proceeding, the person had no
reasonable cause to believe the conduct was unlawful. A person may be
indemnified within the above limitations against judgments, penalties, fines,
settlements and reasonable expenses actually incurred.
Generally, an officer, director, agent or employee of a corporation or a
person who serves at the corporation's request as an officer, director, agent or
employee of an outside enterprise may not be indemnified against judgments,
fines and settlements incurred in a proceeding in which the person is found
liable to the corporation or is found to have improperly received a personal
benefit and may not be indemnified for expenses unless, and only to the extent
that, in view of all the circumstances, the person is fairly and reasonably
entitled to indemnification for such expenses. A corporation must indemnify a
director, officer, employee or agent against reasonable expenses incurred in
connection with a proceeding in which the person is a party because of the
person's corporate position, if the person was successful, on the merits or
otherwise, in the defense of the proceeding. Under certain circumstances, a
corporation may also advance expenses to such person.
Article 2.02-1 of the TBCA permits a corporation to purchase and maintain
insurance or to make other arrangements on behalf of any of the foregoing
persons against any liability asserted against and incurred by the person in
such capacity, or arising out of the person's status as such a person, whether
or not the corporation would have the powers to indemnify the person against the
liability under applicable law.
The Company's Articles of Incorporation, as amended (the "Articles"),
provide that the Company's directors will have no personal liability to the
Company or its shareholders for monetary damages for an act or omission in their
capacities as directors. This provision has no effect on director liability for
(i) a breach of the
II-1
<PAGE> 3
director's duty of loyalty to the Company or its shareholders, (ii) acts or
omissions not in good faith that constitute a breach of duty of a director or
involving intentional misconduct or knowing violations of law, (iii) approval of
any transaction from which a director derives an improper personal benefit, or
(iv) an act or omission for which the liability of a director is expressly
provided by an applicable statute. In addition, the Company's Articles provide
that any additional liability permitted to be eliminated by subsequent
legislation will automatically be eliminated without further shareholder vote,
unless additional shareholder approval is required by such legislation.
Article VI of the Company's Bylaws (the "Bylaws") also provides that the
Company will indemnify its directors, officers, employees and agents to the
fullest extent permitted by the TBCA. As described above, this means that the
Company is generally required to indemnify its directors, officers, employees,
and agents against all judgments, fines, settlements, legal fees, and other
expenses incurred in connection with pending or threatened legal proceedings
because of the person's position with the Company or another entity that the
person serves at the Company's request, subject to certain conditions, generally
described above, and to advance funds to enable them to defend against such
proceedings.
The Company has entered into certain agreements (the "Indemnification
Agreements") with each of its directors and executive officers (each, an
"Indemnitee") designed to give effect to the foregoing provisions of the
Articles and Bylaws. The Indemnification Agreements are intended to provide
certain additional assurances against the possibility of uninsured liability
primarily because the Indemnification Agreements (i) specify the extent to which
the Indemnitees shall be entitled to receive benefits not expressly set forth in
the TBCA and (ii) include a number of procedural provisions designed to provide
certainty in administration of the rights to indemnity. Pursuant to the
Indemnification Agreements, among other things, an Indemnitee will be entitled
to indemnification as provided by the TBCA. The right to receive indemnification
is not available under the Indemnification Agreements in connection with any
claim against the Indemnitee (i) for which payment is actually made to the
Indemnitee under a valid and collectible insurance policy or (ii) as to which
the Indemnitee shall have been adjudged to be liable for willful or intentional
misconduct in the performance of his duty to the Company, unless ordered by the
court in which the claim was brought in accordance with applicable law.
The Underwriting Agreement entered into by the Company and the Underwriters
in connection with this Offering provides that the Underwriters will indemnify
the directors and officers of the Company against certain liabilities relating
to information furnished by the Underwriters.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
On December 31, 1993, the Company issued 3,229.34 shares of the Company's
common stock in exchange for all of the issued and outstanding common stock of
Mor-Tem Systems, Inc. ("Mor-Tem") owned by Messrs. Morris, Anderson and another
Mor-Tem shareholder. On the same date, the Company issued 510.167 shares of the
Company's Series B Cumulative Preferred Stock (the "Series B Stock") to Mr.
Morris in exchange for the cancellation of the Company's promissory notes
payable to Mr. Morris with outstanding principal balances totalling $1,480,000.
On July 29, 1996, Mr. Morris converted the Series B Stock into 1530.50 shares of
the Company's common stock. The above transactions were exempt from the
registration requirements of the Securities Act of 1933, as amended (the "Act"),
pursuant to Section 4(2) thereof.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
a. Exhibits:
<TABLE>
<C> <S>
1.1* -- Form of Underwriting Agreement
2.1* -- Distribution Agreement between the Company and existing and former
shareholders
2.2* -- Form of First Amendment to Distribution Agreement among the Company,
existing and former shareholders and former subsidiaries
</TABLE>
II-2
<PAGE> 4
<TABLE>
<C> <S>
2.3* -- Form of Distribution Agreement among the Company, AOAC, Millard E.
Morris and Mark R. Anderson
3.1* -- Amended and Restated Articles of Incorporation of the Company
3.2* -- Amended and Restated Bylaws of the Company
4.1* -- Form of Class A Common Stock Certificate (temporary)
5.1* -- Opinion of Jones, Day, Reavis & Pogue
10.1* -- Form of Registration Rights Agreement among the Company, Millard E.
Morris and Mark R. Anderson
10.2* -- Stock Incentive Plan
10.3* -- Form of Indemnification Agreement
10.4* -- Form of Employment Agreement with certain executive officers of the
Company
10.5* -- Form of Tax Matters Agreement
10.6* -- Form of Services Agreement between the Company and Auto One
Acceptance Corporation
10.7+ -- First Casualty Excess Reinsurance Agreement between the Company,
Silver Oak Casualty, Inc. and the Reinsurers identified therein
10.8+ -- Second Casualty Excess Reinsurance Agreement between the Company,
Silver Oak Casualty, Inc. and the Reinsurers identified therein
10.9+ -- Third Casualty Excess Reinsurance Agreement between the Company,
Silver Oak Casualty, Inc. and the Reinsurers identified therein
10.10+ -- First Workers' Compensation Per Occurrence Excess Reinsurance
Agreement between the Company, Silver Oak Casualty, Inc. and the
Reinsurers identified therein
10.11+ -- Second Workers' Compensation Per Occurrence Excess Reinsurance
Agreement between the Company, Silver Oak Casualty, Inc. and the
Reinsurers identified therein
10.12+ -- First Per Claimant Workers' Compensation Excess Reinsurance Agreement
between the Company, Silver Oak Casualty, Inc. and the Reinsurers
identified therein
10.13+ -- Second Per Claimant Workers' Compensation Excess Reinsurance
Agreement between the Company, Silver Oak Casualty, Inc. and the
Reinsurers identified therein
11.1* -- Statement of Computation of Earnings Per Share
21.1* -- Subsidiaries of the Company
23.1* -- Consent of Ernst & Young LLP
23.2 -- Consent of Jones, Day, Reavis & Pogue
24.1* -- Powers of Attorney
27.1* -- Financial Data Schedule
</TABLE>
- ---------------
* Previously filed.
+ Previously filed with confidential portions omitted and filed separately.
b. Financial Statement Schedules:
Report of Ernst & Young LLP on Financial Statement Schedules*
I. Summary of Investments -- Other Than Investments In Related
Parties*
II. Condensed Financial Information of Registrant*
III. Supplementary Insurance Information*
IV. Reinsurance*
VI. Supplemental Information Concerning Property-Casualty Insurance
Operations*
- ---------------
* Previously filed.
II-3
<PAGE> 5
All other schedules have been omitted since the required information is not
present or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the financial
statements and notes thereto.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-4
<PAGE> 6
SIGNATURES
Pursuant to the requirement of the Securities Act, the Registrant has duly
caused this Amendment No. 5 to Registration Statement on Form S-1 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Dallas, State of Texas, on October 21, 1996.
AMERISAFE, INC.
By: /s/ ARTHUR L. HUNT
---------------------------------
Arthur L. Hunt
Vice President
Pursuant to the requirements of the Securities Act, this Amendment No. 5 to
Registration Statement on Form S-1 has been signed by the following persons in
the capacities indicated on October 21, 1996.
<TABLE>
<CAPTION>
SIGNATURES TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
MILLARD E. MORRIS* Chairman of the Board of Directors and Chief
- --------------------------------------------- Executive Officer (principal executive
Millard E. Morris officer)
MARK R. ANDERSON* President, Chief Operating Officer and
- --------------------------------------------- Director
Mark R. Anderson
/s/ ARTHUR L. HUNT Vice President and Director
- ---------------------------------------------
Arthur L. Hunt
JOHN R. BUCK* Vice President, Chief Financial Officer,
- --------------------------------------------- Treasurer and Director (Principal Financial
John R. Buck and Accounting Officer)
DANIEL J. JESSEE* Director
- ---------------------------------------------
Daniel J. Jessee
N. DAVID SPENCE* Director
- ---------------------------------------------
N. David Spence
</TABLE>
* The undersigned, by signing his name hereto, does sign and execute this
Amendment No. 5 to Registration Statement as of this 21st day of October,
1996, pursuant to the Powers of Attorney executed on behalf of the above-named
officers and directors and previously filed with the Securities and Exchange
Commission.
By: /s/ ARTHUR L. HUNT
---------------------------------
Arthur L. Hunt
Attorney-in-Fact
II-5
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ---------- ------------------------------------------------------------------------
<C> <S> <C>
1.1* -- Form of Underwriting Agreement
2.1* -- Distribution Agreement between the Company and existing and former
shareholders
2.2* -- Form of First Amendment to Distribution Agreement among the Company,
existing and former shareholders and former subsidiaries
2.3* -- Form of Distribution Agreement among the Company, AOAC, Millard E.
Morris and Mark R. Anderson
3.1* -- Amended and Restated Articles of Incorporation of the Company
3.2* -- Amended and Restated Bylaws of the Company
4.1* -- Form of Class A Common Stock Certificate (temporary)
5.1* -- Opinion of Jones, Day, Reavis & Pogue
10.1* -- Form of Registration Rights Agreement among the Company, Millard E.
Morris and Mark R. Anderson
10.2* -- Stock Incentive Plan
10.3* -- Form of Indemnification Agreement
10.4* -- Form of Employment Agreement with certain executive officers of the
Company
10.5* -- Form of Tax Matters Agreement
10.6* -- Form of Services Agreement between the Company and Auto One
Acceptance Corporation
10.7+ -- First Casualty Excess Reinsurance Agreement between the Company,
Silver Oak Casualty, Inc. and the Reinsurers identified therein
10.8+ -- Second Casualty Excess Reinsurance Agreement between the Company,
Silver Oak Casualty, Inc. and the Reinsurers identified therein
10.9+ -- Third Casualty Excess Reinsurance Agreement between the Company,
Silver Oak Casualty, Inc. and the Reinsurers identified therein
10.10+ -- First Workers' Compensation Per Occurrence Excess Reinsurance
Agreement between the Company, Silver Oak Casualty, Inc. and the
Reinsurers identified therein
10.11+ -- Second Workers' Compensation Per Occurrence Excess Reinsurance
Agreement between the Company, Silver Oak Casualty, Inc. and the
Reinsurers identified therein
10.12+ -- First Per Claimant Workers' Compensation Excess Reinsurance Agreement
between the Company, Silver Oak Casualty, Inc. and the Reinsurers
identified therein
10.13+ -- Second Per Claimant Workers' Compensation Excess Reinsurance
Agreement between the Company, Silver Oak Casualty, Inc. and the
Reinsurers identified therein
11.1* -- Statement of Computation of Earnings Per Share
21.1* -- Subsidiaries of the Company
23.1* -- Consent of Ernst & Young LLP
23.2 -- Consent of Jones, Day, Reavis & Pogue
24.1* -- Powers of Attorney
27.1* -- Financial Data Schedule
</TABLE>
- ---------------
* Previously filed.
+ Previously filed with confidential portions omitted and filed separately.
<PAGE> 1
EXHIBIT 23.2
[LETTERHEAD OF JONES DAY REAVIS & POGUE]
October 21, 1996
AMERISAFE, Inc.
5550 LBJ Freeway, Suite 901
Dallas, TX 75240
Re: Registration on Form S-1 (Commission File No.
333-10099) of 12,650,000 shares of Class A Common
Stock, par value $0.01 per share, of AMERISAFE, Inc.
Gentlemen:
We are acting as special counsel to AMERISAFE, Inc., a Texas
corporation (the "Company), in connection with the registration and sale in an
initial public offering of up to 12,650,000 shares of Class A Common Stock, par
value $0.01 per share, of the Company (the "Shares").
We hereby consent to the filing of the opinion of this firm as Exhibit
5.1 to the Registration Statement on Form S-1 (Commission File No. 333-10099)
filed by the Company to effect the registration of the Shares and to the
reference to our firm under the captions "Recent Reorganization" and "Legal
Matters" in the Prospectus constituting a part of such Registration Statement.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
