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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) August 20, 1997
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Reliance Group Holdings, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-8278 13-3082071
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Park Avenue Plaza, New York, New York 10055
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 212-909-1100
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(Former Name or Former Address, if Changed Since Last Report)
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This Current Report on Form 8-K is being filed by Reliance Group Holdings,
Inc., a Delaware corporation (the "Company").
ITEM 5. OTHER EVENTS
On August 20, 1997, the Company, Reliance Insurance Company, a Pennsylvania
corporation and a wholly-owned subsidiary of the Company ("Reliance"), Lawyers
Title Corporation, a Virginia corporation ("Lawyers Title"), and Lawyers Title
Insurance Corporation, a Virginia corporation, entered into a Stock Purchase
Agreement (the "Stock Purchase Agreement") pursuant to which Reliance will sell
to Lawyers Title all of the issued and oustanding shares of capital stock of
Commonwealth Land Title Insurance Company, a Pennsylvania corporation and a
wholly-owned subsidiary of Reliance, and Transnation Title Insurance Company, an
Arizona corporation and a wholly-owned subsidiary of Reliance.
As consideration for the sale of such capital stock, Reliance will receive
approximately $238 million in cash, 4,473,084 shares of Lawyers Title common
stock and 2,200,000 shares of Lawyers Title 7% cumulative convertible preferred
stock having a stated value of $110 million and being convertible into 4,824,561
shares of Lawyers Title common stock. Such shares of common stock and preferred
stock are subject to various terms, conditions and restrictions with regard to
sale, conversion and voting. Upon the closing of the transaction, Reliance will
own approximately 48% of Lawyers Title on a fully diluted basis and will have
three representatives on its board of directors.
The consummation of the transaction is subject to various conditions,
including expiration of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1977, as amended, and approvals by state insurance
regulators and the shareholders of Lawyers Title.
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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.
Dated: August 29, 1997
RELIANCE GROUP HOLDINGS, INC.
By: /s/ James E. Yacobucci
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Name: James E. Yacobucci
Title: Senior Vice President,
Investments
