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Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report: July 3, 1998
(Date of earliest event reported)
Central Reserve Life Corporation
(Exact Name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Ohio 0-8483 34-1017531
- ------------------------------ ------------------------ -----------------------------
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
Incorporation) Number)
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17800 Royalton Road, Strongsville, Ohio 44136
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(Address of Principal Executive Offices) (Zip Code)
(440) 572-2400
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(Registrant's telephone number, including area code)
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Item I. Changes in Control of Registrant
On June 26, 1998, the shareholders of Central Reserve Life Corporation
(the "Company") approved the equity financing transaction pursuant to which
7,300,000 Common Shares were issued and Equity Warrants to acquire up to
3,650,000 Common Shares at an exercise price of $5.50 per share, for an
aggregate consideration of $40,150,000. Insurance Partners, L.P. and Insurance
Partners Offshore (Bermuda) L.P. have indicated in a Schedule 13D that was filed
with the Securities and Exchange Commission on July 3, 1998, that the source of
their funds for the purchase of the Common Shares and Equity Warrants will be
contributions from their partners. None of the other investors have indicated
what their source of funds will be for the acquisitions. The following table
sets forth the investors, Common Shares issued and percentages of outstanding
shares owned.
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<CAPTION>
COMMON
INVESTOR SHARES PERCENTAGE(1)
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<S> <C> <C>
Insurance Partners, L.P. 2,799,466 24.35%
Insurance Partners Offshore (Bermuda), L.P. 1,545,990 13.45
Turkey Vulture Fund XIII, Ltd. 1,120,910(2) 9.75
Medical Mutual of Ohio 363,636 3.16
United Payors and United Providers 181,818 1.58
Peter W. Nauert 934,636(3) 8.13
Michael A. Cavataio 130,316 1.13
Mercantile Bank of Northern Illinois, Trustee
of the Conseco Stock Option Plan F/B/O
Michael A. Cavataio 51,502 .45
Karon Hill 100,000 .87
Val Rajic 100,000 .87
Howard R. Conant 90,909 .79
Joseph Cusimano IRA 90,909 .79
LEG Partners SBIC, L.P. 181,818 1.58
Marc C. Krantz 4,546 .04
Krantz Family Limited Partnership 4,544 .04
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66.98%
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<FN>
(1) Total outstanding shares 11,495,172
(2) Includes 400,000 shares previously owned by the Fund
(3) Includes 1,000 shares previously owned by Mr. Nauert
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Further information is available in the Proxy Statement mailed to the
Company's shareholders and filed with the Securities and Exchange Commission on
May 28, 1998. Also, attached as an Exhibit, is the news release issued on July
6, 1998.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.3 Press Release dated July 6, 1998
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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 hereunto duly authorized.
Date: July 16, 1998 CENTRAL RESERVE LIFE CORPORATION
By: Frank W. Grimone
Frank W. Grimone, Chief Financial Officer
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Exhibit 99.3
[Central Reserve Life Corporation Letterhead]
DATE: July 6, 1998
CONTACT: At Central Reserve Life:
Fred Lick, Jr.
Chairman, President & CEO
(440) 572-2400
CENTRAL RESERVE LIFE CORPORATION COMPLETES
$40 MILLION EQUITY FUNDING TRANSACTION
Strongsville, Ohio - July 6, 1998 - Central Reserve Life Corporation (Nasdaq:
CRLC) today announced that it completed an equity funding transaction totaling
over $40 million on July 3, 1998.
Central Reserve Life Corporation issued for an aggregate purchase price of
$40,150,000 to Strategic Acquisition Partners and Insurance Partners 7,300,0000
of its common shares and warrants to acquire up to 3,650,000 of its common
shares at an exercise price of $5.50 per share.
Proceeds of the share and warrant issuance will be used to retire the $20
million interim loan that the Company received through Strategic Acquisition
Partners and, among other things, to further strengthen the capital of the
Company's primary insurance subsidiary, Central Reserve Life Insurance Company.
Strategic Acquisition Partners pursues acquisition and merger opportunities in
the health and life insurance industry. Insurance Partners is an international
insurance acquisition fund that has participated in a number of significant
insurance acquisition transactions.
Central Reserve Life Corporation, through its Ohio-domiciled life insurance
company, Central Reserve Life Insurance Company (CRL), specialized in meeting
the insurance needs of individuals and small to mid-size businesses. Among the
products CRL offers are accident and health insurance and short-term major
medical.
