SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
February 22, 1996
________________________________________________
Date of report (Date of earliest event reported)
Independent Insurance Group, Inc.
______________________________________________________
(Exact Name of Registrant as Specified in Charter)
Florida 0-9649 59-027555
______________ _____________________ __________________
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
One Independent Drive
Jacksonville, Florida 32276
____________________________________________________________
(Address of Principal Executive Offices and Zip Code)
(904) 358-5151
____________________________________________________
(Registrant's telephone number, including area code)
N/A
_____________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
A copy of the press release, issued February 22,
1996, is being filed as Exhibit 99.1 to this Report and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
Exhibit No. Description.
99.1 Press Release, issued February 22 1996.
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 thereunto duly
authorized.
Dated: February 23, 1996
INDEPENDENT INSURANCE GROUP, INC.
(Registrant)
By: /s/ WILFORD C. LYON, JR.
Wilford C. Lyon, Jr.
Chairman of the Board and
Chief Executive Officer
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
AMERICAN GENERAL TO COMPLETE ACQUISITION
OF INDEPENDENT INSURANCE GROUP, INC. ON FEBRUARY 29, 1996
HOUSTON, February 22, 1996, American General
Corporation (NYSE: AGC) and Independent Insurance Group,
Inc. (NASDAQ: INDHK) today jointly announced that they
expect American General to complete the acquisition of
Independent Insurance Group, Inc. on February 29,1996,
subject to approval by Independent's shareholders on that
date. On October 19, 1995, the companies signed a
definitive agreement under which American General would
acquire Independent for an aggregate consideration of $362
million or $27.50 per Independent share payable in cash,
American General common stock, or a new issue of American
General 7 percent mandatorily convertible preferred stock.
Based on a February 29, 1996 closing,
Independent's shareholders may elect to have each share of
their Independent common stock converted into 0.7480 share
of American General common stock, 0.7480 share of
American General 7 percent mandatorily convertible
preferred stock, or $27.50 in cash. The exchange ratio
for American General common stock and 7 percent
mandatorily convertible preferred stock was based on
$36.7625, the average closing price of American General
common stock for the 10 trading days ending on and
including February 22, 1996. Elections for cash and 7
percent mandatorily convertible preferred stock each are
limited to no more than 50 percent of the aggregate
consideration. Elections must be made using the Form of
Election/Letter of Transmittal previously made available
to Independent's shareholders, and must be received,
together with appropriate share certificates or notice of
guaranteed delivery, by First Chicago Trust Company of New
York, the Exchange Agent, no later than 5:00 p.m. EST on
February 27, 1996. Shareholders not submitting a valid
Form of Election/Letter of Transmittal prior to the
election deadline will be deemed to have elected to
receive American General common stock. Independent
shareholders requesting additional information or a Form
of Election/Letter of Transmittal should contact Georgeson
& Company Inc., the Information Agent, by calling (800)
223-2064, or in New York State, (212) 509-6240 (call
collect).
American General is one of the nation's largest
diversified financial services organizations with assets
of $61 billion and shareholders' equity of $5.8 billion.
Headquartered in Houston, it is a leading provider of
retirement annuities, consumer loans, and life insurance
to over 8 million households. American General
Corporation common stock is listed on the New York,
Pacific, London, and Swiss stock exchanges.
Independent Insurance Group, Inc., with assets of
$1.4 billion and shareholders' equity of $351 million,
markets individual life insurance primarily in the
southeastern United States. Founded in 1920, the company
is headquartered in Jacksonville, Fla.
CONTACT: Robert D. Mirlik, vice president, investor
relations, 713/831-1137, or John E. Pluhowski, director,
corporate communications, 713/831-1149, both of American
General Corporation.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NY 10022
February 23, 1996
VIA EDGAR SYSTEM
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Independent Insurance Group Current Report
on Form 8-K
Ladies and Gentlemen:
On behalf of Independent Insurance Group, Inc.,
a Florida corporation ("Independent"), transmitted
herewith through the EDGAR system is Independent's Current
Report on Form 8-K.
If you have any questions concerning this
submission, please do not hesitate to contact the
undersigned or Derex Walker at (212) 735-3717 and (212)
735-2367, respectively.
Very truly yours,
/s/ Keith E. Gottfried
Keith E. Gottfried
