SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________
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) May 25,
1995 (May 17, 1995)
The Seibels Bruce Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
South Carolina 0-8804 57-0672136
(State or Other Jurisdiction
(Commission (IRS Employer
of Incorporation) File
Number) Identification No.)
1501 Lady Street (P.O. Box 1), Columbia, South Carolina
29201(2)
(Address of Principle Executive Offices)
(Zip Code)
Registrant's telephone number, including area code 803-
748-2000
____________________________________________________________
__Former Name or Former Address, if Changed Since Last
Report)
<PAGE>
Item 5. Other Events
The Company entered into a Consulting Agreement dated
May 17, 1995 with American Southern Insurance Companies
("ASIC"), Atlanta, Georgia, pursuant to which ASIC will
provide advice and counsel to the management of the Company
in the development of a strategic operating and
restructuring plan for the Company and its subsidiaries,
about two days per week for a period of six months. The
agreement may be cancelled by ASIC, upon ten days notice, or
by the Company, upon entering into an agreement for the sale
of all or substantially all of the Company's assets. ASIC
will receive no fee for its consulting services, but will be
reimbursed for all reasonable out-of-pocket expenses.
During the six-month term of the agreement and for ten days
thereafter, ASIC has the right of first refusal with respect
to any proposal received by the Company and recommended by
the Company's Board of Directors for the sale of all or
substantially all of its assets. There are no present
discussions, negotiations, understandings or other
arrangements for the sale of all or substantially all of the
Company's assets.
A copy of the Consulting Agreement is attached hereto
as an exhibit and is incorporated herein by reference.
Item 7. Financial Statements, PRO FORMA Financial
Information and Exhibits
(c) The following exhibit is furnished as part of this
report:
Exhibit No. Description
10.1 Consulting Agreement dated May 17, 1995
between the Company and American
Southern Insurance Companies
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrar has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
THE SEIBELS BRUCE GROUP, INC.
Date: ___________________ By: /s/ Priscilla C.
Brooks
Priscilla C. Brooks
Corporate Secretary
DC1DOCS1.13650
CONSULTING AGREEMENT
This Agreement is made and entered into this 17th day
of May, 1995, by and between The Seibels Bruce Group, Inc.,
an insurance holding company, hereinafter referred to as
"Seibels" and American Southern Insurance Companies,
hereinafter referred to as "American".
1. Services to Be Provided: In accordance with the terms
of this Agreement, American will provide:
a. Continuing advice and counsel to the management of
Seibels in the development of a strategic operating and
restructuring plan for Seibels and its subsidiary companies;
and
b. American personnel to spend approximately two (2)
days per week at Seibels to carry out the aforementioned
services. Pursuant to this Agreement, American will provide
recommendations to Seibels but Seibels will retain all
authority to take any action it deems appropriate with
respect to American's recommendation.
2. Information: Seibels shall make available to American
all financial and other information concerning its business
and operations which American may reasonably request. Any
restricted or confidential information provided to American
by Seibels will be kept by American in strictest confidence
and not released to any third parties unless in American's
judgment, said release is necessary to provide its services
to Seibels in accordance with this Agreement.
3. Compensation: American shall receive no fee for its
services. Seibels agrees to reimburse American for all of
its reasonable out-of-pocket expenses incurred in connection
with this assignment. It is anticipated that such out-of-
pocket expenses shall be billed monthly, in arrears and
shall be paid within thirty (30) days of receipt.
4. Term. The term of this Agreement shall be six (6)
months from the date hereof and shall automatically
terminate at that time. This Agreement shall be cancelable
by American upon ten (10) days written notice. Seibels may
cancel this Agreement upon entering a definitive agreement
with any party for the purchase of all or substantially all
of its assets.
5. Confidentiality and Ownership: American agrees that the
services to be performed for Seibels hereunder are of a
confidential nature and American will not disclose any non-
public information regarding Seibels without prior consent
of Seibels unless required by law or regulation, or in the
judgment of American, said disclosure is necessary to
provide its services to Seibels in accordance with this
Agreement. American further agrees that any written material
or other work produced specifically for Seibels is the
property of Seibels. Upon any termination of this Agreement,
American shall, upon written request by Seibels, promptly
deliver to Seibels all materials specifically produced for
it including any confidential information provided by
Seibels to American during the course of this engagement.
6. Indemnification and Reimbursement: Seibels shall
indemnify American and hold it harmless against any and all
losses, claims, damages or liabilities to which American may
become subject arising in any manner out of or in connection
with the rendering of services by American, hereunder,
unless it is judicially determined that such losses, claims,
damages or liabilities resulted directly from the negligence
or misconduct of American. Additionally, Seibels will make a
good faith effort to have American added as a named insured
to any appropriate liability policies that it may have.
7. NOTICE: Any notice required or permitted to be given
under this Agreement or any written approval as required
hereunder shall be deemed given and sufficient if (a) in
writing and if sent by
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registered or certified mail; or (b) by telecopier as
follows:
(i) If to Seibels:
John C. West
Chairman of the Board
Seibels Bruce Group, Inc.
P.O. Box One
1501 Lady Street
Columbia, South Carolina 29201
Fax #: 1-803-748-2839
with a copy to:
John C. West, Jr., Esquire
1111 Broad Street, 4th Floor
P.O. Box 661
Camden, South Carolina 29020
Fax #: 1-803-432-0550
(ii) If to American:
Roy S. Thompson, Jr.
Chairman of the Board
American Southern Insurance Companies
Post Office Box 723030
Atlanta, Georgia 30339
Fax #: 1-404-266-8327
8. Amendment; Governing Law: This Agreement may not be
amended or modified except in writing and shall be governed
by and construed in accordance with the laws of the State of
South Carolina. Seibels and American hereby irrevocably and
unconditionally consent to submit to the exclusive
jurisdiction of the courts of the State of South Carolina
and of the United States District Courts located in the City
of Columbia for any lawsuits, claims or other proceedings
arising out of or relating to this Agreement and agree not
to commence any such lawsuit, claim or other proceeding
except in such courts. Seibels and American hereby
irrevocably and unconditionally waive any objection to the
laying of venue of any lawsuit, claim or other proceeding
arising out of or relating to this Agreement in the courts
of the State of South Carolina or the United States District
Courts located in the City of Columbia, and hereby further
irrevocably and unconditionally waive and agree not to plead
or claim in any such court that any such lawsuit, claim or
other proceeding brought in any such court has been brought
in an inconvenient forum.
9. RIGHT OF FIRST REFUSAL: At any time during the term of
this Agreement and also for ten (10) days after the
conclusion thereof, American shall have a right of first
refusal with respect to any proposal (the "Offer"), received
by Seibels from a third party for the purchase of all or
substantially all of the assets of Seibels for which the
Board of Directors recommends acceptance to the
shareholders. Upon said action by the Board, the offer shall
be communicated in writing to American. American shall
notify Seibels in writing within ten (10) days after the
receipt of the offer of its intent to exercise its right of
first refusal or said right is terminated with respect to
said offer. American, after notifying Seibels that it
intends to exercise its right of first refusal, shall have
an additional forty-five (45) days from the date it notifies
Seibels of its intent, in which to enter into a definitive
agreement for the purchase of Seibels. If American fails to
enter into a definitive agreement within the forty-five (45)
day period, then its right of first refusal
<PAGE>
with respect to the offer made by that Purchaser as well as
any subsequent offer made by the same Purchaser is
terminated.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed as of the day and year first above
written.
THE SEIBELS BRUCE GROUP,
INC.
By: /s/ John C. West
John C. West
Chairman of the Board
AMERICAN SOUTHERN
INSURANCE
COMPANIES
By: /s/ Roy S.
Thompson, Jr.
Roy S. Thompson, Jr.
Chairman of the Board
