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: January 2, 1997
MOMED Holding Co.
(Exact Name of Registrant as Specified in its Charter)
Missouri
(State or Other Jurisdiction of Incorporation)
2-67099 43-1473496
(Commission File Number (IRS Employer ID Number
8630 Delmar Blvd., Suite 100
St. Louis, MO 63124
(Address of Principal Executive Office)
314-872-8000
(Registrant's Telephone Number, Including Area Code)
<PAGE>
Item 1 Change in Control of Registrant
(a) 1.
Effective December 20, 1996 ("Effective Date") upon the
filing of Articles of Merger with the Secretary of State of
Missouri, MOMED Holding Co., a Missouri corporation ("MOMED
Holding") was merged with and into MOMED Acquisition, Inc., a
Missouri corporation ("MOMED Acquisition") and wholly owned
subsidiary of MAIC Holdings, Inc., a Delaware corporation ("MAIC
Holdings") pursuant to that certain Agreement and Plan of Merger
dated June 11, 1996 between MOMED Holding, MAIC Holdings, and
MOMED Acquisition ("Agreement and Plan of Merger"). The terms
of the Agreement and Plan of Merger are described at pages 7
through 34 of the Registration Statement on Form S-4 of MAIC
Holdings, Inc. (Commission File No. 333-13465) and a copy of the
Agreement and Plan of Merger is attached to the same Registration
Statement as Exhibit A, both of which are adopted and
incorporated by reference herein pursuant to Rule 12b-23 of the
Securities and Exchange Commission. MOMED Acquisition is the
surviving legal entity of the Merger under the name of "MOMED
Holding Co." MOMED Holding operates as an insurance holding
company and through its wholly owned subsidiary, Missouri Medical
Insurance Company, a Missouri corporation ("MOMEDICO") is engaged
in, among other things, the business of providing medical
professional liability insurance. The Agreement and Plan of
Merger was approved by the State of Missouri Department of
Insurance by order dated August 13, 1996.
As of the Effective Date, each issued and outstanding share
of Class A Common Stock of MOMED Holding was converted into the
right to receive at the election of the holder of such Class A
Common Stock, subject to possible proration as set forth in the
Agreement and Plan of Merger, either cash or common stock of MAIC
Holdings (collectively, "Merger Consideration"). Each holder of
issued and outstanding shares of Class A Common Stock of MOMED
Holding had the right to elect to receive $25.32 (without
interest) per share of MOMED Holding Class A Common Stock ("Cash
Election") or to elect to have such holders' shares of MOMED
Holding Class A Common Stock converted as of the Effective Date
into .779 of a share of MAIC Holdings common stock for a share of
MOMED Holding Class A Common Stock ("Stock Election"). Holders
of shares of MOMED Holding Class A Commons Stock on October 18,
1996, the record date for the special meeting of the stockholders
of MOMED Holding, were furnished a form for making the election
together with a Proxy Statement/Prospectus and proxy card.
Pursuant to the returned elections forms, holders of 483,132
shares of MOMED Holding Co. Class A Common Stock elected to
receive MAIC Holdings common stock pursuant to properly executed
Stock Elections, and holders of a total of 249,066 shares of
MOMED Holding Co. Class A Common Stock either elected to receive
cash pursuant to properly executed Cash Elections or were deemed
to have made Cash Elections pursuant to the Proxy
Statement/Prospectus. Accordingly, the persons making Stock
Elections are entitled to receive 376,359 shares of MAIC Holdings
common stock (46,852 of which will be owned by MOMEDICO and will
not be treated as outstanding for accounting purposes) and the
persons making Cash Elections are entitled to receive
$6,306,351.12 in each case as of the Effective Date of the merger
and without proration.
<PAGE>
To the knowledge of MOMED Holding Co., there were no third
party financing used by MAIC Holding in connection with this
transaction.
As of the Effective Date, MOMED Holding Co. ceased to exist
and its Class A common stock, previously registered under the
Securities Exchange Act of 1934, was converted into the right to
receive the Merger Consideration. The surviving MOMED
Acquisition, Inc. has one shareholder, MAIC Holdings, Inc. As
part of the merger transaction MOMED Holding Co. redeemed the
Common Share Purchase Rights which were registered under the
Securities Exchange Act of 1934 and were issued pursuant to the
MOMED Holding Co. Rights Agreement dated February 24, 1995. As
of the Effective Date, there are no outstanding securities
registered under the Securities Exchange Act of 1934 associated
with MOMED Holding Co. See Forms 15 filed by MOMED Holding Co.
contemporaneously herewith.
2. The agreement among members of the former and the new
control groups with respect to election of directors and the
operations of the surviving corporation are summarized in the
Registration on Form S-4 of MAIC Holdings, Inc. (Commission File
No. 333-13465) at page 21 under the Section entitled "Interests
of Certain Persons in the Transaction: and at page A-31, under
Section 9 entitled "Post Closing Covenants," which provisions are
adopted and incorporated by reference herein pursuant to Rule
12b-23 of the Securities and Exchange Commission.
(b) There is no arrangement known of by MOMED Holding Co. which
may at a subsequent date result in a change in control of MOMED
Holding Co.
(c) See also the Form 8-K of MAIC Holdings, Inc. filed
contemporaneously herewith.
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.
MOMED Holding Co.
BY: KRIETE HOLLRAH
Kriete Hollrah
Executive Vice President
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 15
Certification and Notice of Termination of Registration under
Section 12(g) of the Securities Exchange Act of 1934 or
Suspensions of Duty to File Reports Under Sections 13 and 15(d)
of the Securities Exchange Act of 1934
Commission File Number 2-67099
MOMED Holding Co.
(Exact name of registrant as specified in its charter)
8630 Delmar Blvd, Suite 100, St. Louis, MO 63124
(Address, including zip code, and telephone number, including
area code, or registrant's principal executive offices)
Class A Common Stock
(Title of each class of securities covered by this Form)
Titles of all other classes of securities for which a duty to
file reports under section 13(a) or 15(d) remains)
Please indicate an X in the box(es) to designate the appropriate
rule provision(s) relied upon to terminate or suspend the duty to
file reports:
Rule 12g-4(a)(1)(i) [X] Rule 12H-3(b)(1)(ii) [ ]
Rule 12g-4(a)(1)(ii)[ ]
Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(i) [ ]
Rule 12g-4(a)(2)(ii)[ ] Rule 12h-3(b)(2)(ii) [ ]
Rule 12h-3(b)(1)(i) [ ] Rule 15d-6 [ ]
Approximate number of holders of record as of the certification or
notice date: None*
Pursuant to the requirements of the Securities Exchange Act of 1934
(Name of registrant as specified in charter) has caused this
certification/notice to be signed on its behalf by the undersigned
duly authorized person.
DATE: 1/2/97 BY: KRIETE HOLLRAH
Kriete Hollrah
Executive Vice President
Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6
of the General Rules and Regulations under the securities Exchange
Act of 1934. The registrant shall file with the Commission three
copies of Form 15, one of which shall be manually signed. It may
be signed by an officer of the registrant by counsel or by any
other duly authorized person. the name and title of the person
signing the form shall be typed or printed under the signature.
*All shares acquired by merger. See Form 8-K of MOMED Holding Co.
filed contemporaneously herewith.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 15
Certification and Notice of Termination of Registration under
Section 12(g) of the Securities Exchange Act of 1934 or
Suspensions of Duty to File Reports Under Sections 13 and 15(d)
of the Securities Exchange Act of 1934
Commission File Number 2-67099
MOMED Holding Co.
(Exact name of registrant as specified in its charter)
8630 Delmar Blvd, Suite 100, St. Louis, MO 63124
(Address, including zip code, and telephone number, including
area code, or registrant's principal executive offices)
Common Share Purchase Rights
(Title of each class of securities covered by this Form)
Titles of all other classes of securities for which a duty to
file reports under section 13(a) or 15(d) remains)
Please indicate an X in the box(es) to designate the appropriate
rule provision(s) relied upon to terminate or suspend the duty to
file reports:
Rule 12g-4(a)(1)(i) [X] Rule 12H-3(b)(1)(ii) [ ]
Rule 12g-4(a)(1)(ii)[ ]
Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(i) [ ]
Rule 12g-4(a)(2)(ii)[ ] Rule 12h-3(b)(2)(ii) [ ]
Rule 12h-3(b)(1)(i) [ ] Rule 15d-6 [ ]
Approximate number of holders of record as of the certification or
notice date: None*
Pursuant to the requirements of the Securities Exchange Act of 1934
(Name of registrant as specified in charter) has caused this
certification/notice to be signed on its behalf by the undersigned
duly authorized person.
DATE: 1/2/97 BY: KRIETE HOLLRAH
Kriete Hollrah
Executive Vice President
Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6
of the General Rules and Regulations under the securities Exchange
Act of 1934. The registrant shall file with the Commission three
copies of Form 15, one of which shall be manually signed. It may
be signed by an officer of the registrant by counsel or by any
other duly authorized person. the name and title of the person
signing the form shall be typed or printed under the signature.
*All rights were redeemed as part of a merger. See Form 8-K of
MOMED Holding Co. filed contemporaneously herewith.
