- --------------------------------------------------------------------------------
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
Date of Report (Date of earliest event reported): June 28, 1996
I.C.H. Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-7697 43-6069928
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
500 North Akard Street
Dallas, Texas 75201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 954-7111
Not Applicable
(Former name or former address, if changed since last report)
- --------------------------------------------------------------------------------
This filing contains 4 pages.
Index to Exhibits appears on page 3.
<PAGE>
Item 2. Acquisition or Disposition of Assets
Effective as of June 28, 1996, Bankers Multiple Line Insurance Company
("BML"), an indirect wholly-owned subsidiary of I.C.H. Corporation
("Registrant"), sold all of the capital stock of Philadelphia American Life
Insurance Company ("Philadelphia American") to New Era Life Insurance Company
("New Era Life"), a wholly-owned subsidiary of New Era Enterprises, Inc. ("New
Era"). The sale occurred pursuant to the terms of a Stock Purchase Agreement
dated as of April 2, 1996, by and between BML and New Era. The consideration for
the sale was approximately $11.1 million cash. In addition, BML received a $3
million cash dividend from Philadelphia American immediately prior to the
closing of the transaction. As required by the Stock Purchase Agreement, BML
used approximately $5.9 million of the proceeds from the sale to purchase
certain assets from Philadelphia American, including common stock, bonds,
limited partnership interests and real property. After the liquidation of such
purchased assets, BML expects the net proceeds, including the cash dividend,
from the transaction will be approximately $11 million.
Also, effective as of June 28, 1996, BML sold all of the capital stock of
its wholly-owned subsidiaries, Modern American Life Insurance Company ("Modern")
and Western Pioneer Life Insurance Company ("Western") to Reassure America Life
Insurance Company ("Reassure America"), an indirect wholly-owned subsidiary of
Life Re Corporation, pursuant to the Stock Purchase Agreement dated as of April
2, 1996, by and between BML and Reassure America. The consideration for the sale
was approximately $16 million cash, $3.5 million of which was put in escrow
pending releases on environmental issues. In addition, BML received certain real
estate and mineral interests valued at approximately $11 million as dividends
from Modern and Western immediately prior to the closing of the transaction. BML
also received an assignment of any federal income tax refunds payable to Modern
for periods prior to January 1, 1996.
On June 28, 1996, the Registrant issued a press release announcing the
sales of Philadelphia American, Modern and Western. A copy of this press release
is attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(a) Not required.
(b) Not required.
(c) Exhibits
Exhibit No. Description
2.1 Stock Purchase Agreement dated as of April 2, 1996, by
and between Bankers Multiple Line Insurance Company and
Reassure America Life Insurance Company (filed
previously as Exhibit 2.1 to the I.C.H. Corporation
Form 8-K dated April 2, 1996, and incorporated herein
by reference).
1
<PAGE>
2.2 Stock Purchase Agreement dated as of April 2, 1996, by
and between Bankers Multiple Line Insurance Company and
New Era Enterprises, Inc. (filed previously as Exhibit
2.2 to the I.C.H. Corporation Form 8-K dated April 2,
1996, and incorporated herein by reference).
99 Press Release of I.C.H. Corporation dated April 4, 1996
(filed previously as Exhibit 99 to the I.C.H.
Corporation Form 8-K dated April 2, 1996, and
incorporated herein by reference).
99.1 Press Release of I.C.H. Corporation dated June 28,
1996.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
I.C.H. CORPORATION
Date: July 8, 1996 By: /s/Susan A. Brown
-------------------------------------
Susan A. Brown, Co-Chief Executive
Officer, Chief Financial Officer and
Treasurer
2
<PAGE>
Index to Exhibits
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit Description Pages
Number
<C> <S> <C>
2.1 Stock Purchase Agreement dated as of April 2, 1996, by and
between Bankers Multiple Line Insurance Company and Reassure
America Life Insurance Company (filed previously as Exhibit 2.1
to the I.C.H. Corporation Form 8-K dated April 2, 1996, and
incorporated herein by reference).
2.2 Stock Purchase Agreement dated as of April 2, 1996, by and
between Bankers Multiple Line Insurance Company and New Era
Enterprises, Inc. (filed previously as Exhibit 2.2 to the I.C.H.
Corporation Form 8-K dated April 2, 1996, and incorporated herein
by reference).
99 Press Release of I.C.H. Corporation dated April 4, 1996 (filed
previously as Exhibit 99 to the I.C.H. Corporation Form 8-K dated
April 2, 1996, and incorporated herein by reference).
99.1 Press Release of I.C.H. Corporation dated June 28, 1996. 4
</TABLE>
3
<PAGE>
EXHIBIT 99.1
ICH Corporation
500 North Akard
Dallas, Texas 75201
214. 954. 7111
NEWS RELEASE
- --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
I.C.H. ANNOUNCES SALE OF THREE OF
REMAINING INSURANCE SUBSIDIARIES
DALLAS, TX--June 28, 1996--Bankers Multiple Line Insurance Company ("BML"),
an indirect insurance subsidiary of I.C.H. Corporation ("ICH"), announced today
the sale of Modern American Life Insurance Company ("Modern American") and
Western Pioneer Life Insurance Company ("Western Pioneer") to Reassure America
Life Insurance Company ("Reassure America"), an indirect subsidiary of Life Re
Corporation (NYSE:LRE). Net proceeds to BML of the sale of Modern American and
Western Pioneer were approximately $27 million, including certain real estate
and mineral interests valued at $11 million distributed to BML by Modern
American and Western Pioneer in connection with the sale. BML also received an
assignment of any federal income tax refunds payable to Modern American for
periods prior to January 1, 1996.
In addition, BML announced the sale of Philadelphia American Life Insurance
Company ("Philadelphia American") to New Era Life Insurance Company, a
wholly-owned subsidiary of New Era Enterprises, Inc. BML utilized approximately
$6 million of the proceeds from the sale to purchase certain securities, real
estate, limited partnership interests and reinsurable receivables from
Philadelphia American at the closing, as required under the purchase agreement.
ICH estimates the net proceeds from the sale of Philadelphia American, the
liquidation of the securities, real estate, limited partnership interests and
the settlement of reinsurance receivables assigned to BML by Philadelphia
American will total approximately $11 million.
As previously announced, BML had entered into definitive agreements
regarding the sales of Modern American, Western Pioneer and Philadelphia
American on April 2, 1996.
BML also has sold, effective as of March 31, 1996, all of its remaining
health insurance business and related agent debit balance for $5.75 million
cash.
ICH has been operating as a debtor-in-possession since its voluntary
Chapter 11 bankruptcy filing on October 10, 1995. On May 31, 1996, ICH filed a
joint plan of orderly liquidation with two of its subsidiaries (Care Financial
Corporation and SWL Holding Corporation) which also had filed voluntary Chapter
11 petitions, which plan provides for the orderly liquidation of assets and
distribution of proceeds thereof to creditors of ICH and such subsidiaries and
the equity holders of ICH. ICH is in the process of preparing a disclosure such
subsidiaries and the equity holders of ICH. ICH is in the process of preparing a
disclosure statement which will be filed with the bankruptcy court pursuant to
which the solicitation of acceptances of the plan of orderly liquidation will be
conducted.
FOR FURTHER INFORMATION CONTACT:
Susan A. Brown (214) 954-7660
4
<PAGE>
