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): March 29, 1996
INTERCONTINENTAL LIFE CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 0-7288 22-1890938
(State or other (Commission (I.R.S.
Employer File Number) Identification
jurisdiction No.)
of incorporation)
701 Brazos, Suite 1400, Austin, Texas 78701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (512) 404-5050
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
The Registrant's wholly-owned subsidiary, Investors Life
Insurance Company of North America, sold on March 29, 1996 the
Austin Centre, an office-hotel complex in downtown Austin, to
Brazos Austin Centre, Ltd. for a purchase price of $62.675
million, less $1 million paid to a capital reserve account for
the purchaser. The purchaser is a limited partnership in which
the Khimji family of Dallas, Texas and Vancouver, Canada is the
major equity investor. To the Registrant's knowledge, there are
no material relationships between the purchaser or any of its
affiliates and the Registrant, any of the Registrant's
affiliates, any director or officer of the Registrant, or any
associate of any such director or officer. The sale of Austin
Centre resulted in an after-tax gain of approximately $15 million
($2.78 per share) that will be included in the Registrant's 1996
first quarter earnings. The net proceeds equal to that gain are
being used to reduce the Registrant's bank indebtedness from
$44,944,000 to $29,944,000.
Austin Centre covers a full city block and is a sixteen
story mixed use development consisting of 343,664 square feet of
office/retail space (predominately office space), a 314 room
hotel and 61 luxury apartments, all united by a 200 foot high
glass atrium.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibits filed with this report or incorporated herein
by reference are as listed in the Index to Exhibits on
page 4 of this report.
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.
INTERCONTINENTAL LIFE CORPORATION
By:/s/ James M. Grace
James M. Grace
Vice President and Treasurer
Date: April 10, 1996
Exhibit Index
Exhibit Page
Number Number Description
10(aaz) Agreement of Sale dated as of September 5,
1995 between Omni Congress Joint venture as
Buyer and Investors Life Insurance Company of
North America as Seller, with exhibits,
amendments and assignment.*
10(aba) 5 Assignment and Assumption of Agreement of
Sale (the Agreement of Sale filed as Exhibit
10(aaz) and incorporated by reference in this
report) dated March 29, 1996 among Omni
Congress Joint Venture, Property Assets
Management, Inc. and Brazos Austin Centre,
Ltd., and consented to by Investors Life
Insurance Company of North America.
10(abb) 8 Seventh Amendment to Agreement of Sale (the
Agreement of Sale filed as Exhibit 10(aaz)
and incorporated by reference in this report)
dated March 29, 1996 between Brazos Austin
Centre, Ltd. and Investors Life Insurance
Company of North America.
*Filed with Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, and incorporated herein by
reference.
Exhibit 10(aba)
ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF SALE
THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF SALE (the
"Assignment") is made effective as March 29, 1996, by and between
PROPERTY ASSET MANAGEMENT, INC., a Delaware corporation ("PAMI"),
whose mailing address is 3 World Financial Center, New York, New
York 10285, and OMNI CONGRESS JOINT VENTURE, a Texas joint
venture ("Omni"), whose mailing address is 823 Congress Avenue,
Suite 1111, Austin, Texas 78701 (PAMI and Omni are hereinafter
collectively referred to as ("Assignor") and BRAZOS AUSTIN CENTER,
LTD., a Texas limited partnership ("Assignee"), whose mailing
address is 545 E. John Carpenter Freeway, Suite 1400, Irving,
Texas 75062.
WHEREAS, Omni has entered into that Agreement of Sale dated
September 5, 1995, between Investors Life Insurance Company of
North America ("Investors"), as Seller, and Omni, as Buyer, as
amended by the First Amendment to Agreement of Sale dated
September 27, 1995, the Second Amendment to Agreement of Sale
dated October 11, 1995, the Third Amendment to Agreement of Sale
dated November 7, 1995, the Fourth Amendment to Agreement of Sale
dated December 1, 1995, the Fifth Amendment to Agreement of Sale
dated January 19, 1996, and Sixth Amendment to Agreement of Sale
dated February 23, 1996, (said Agreement of Sale along with the
First, Second, Third, Fourth, Fifth and Sixth Amendments to
Agreement of Sale being collectively referred to as the
"Agreement") relating to the sale by Investors to Omni of the
real estate in Austin, Texas known as the Austin Centre and more
particularly described on Exhibit "A" attached hereto and made a
part hereof for all purposes (the "Property"); and
WHEREAS, Omni assigned the Agreement to PAMI by Assignment
and Assumption of Agreement of Sale dated January 19, 1996, but
PAMI did not assume the obligations of Omni under the Agreement
and Omni retained certain rights to close the sale of the
Property under the Agreement; and
WHEREAS, Omni and PAMI now desire to transfer and assign all
of their right, title and interest in and to the Agreement to
Assignee.
NOW, THEREFORE, in consideration of the foregoing and the
agreements and covenants herein set forth, together with the sum
of Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged by Assignor, Assignor does hereby ASSIGN, TRANSFER,
SET OVER and DELIVER unto Assignee all of Assignor's right, title
and interest in and to the Agreement and all of the rights,
benefits and privileges of Assignor thereunder.
TO HAVE AND TO HOLD all and singular the Agreement unto
Assignee, and Assignee's successors and assigns forever.
1. Words and phrases defined in the Agreement shall have
the same meaning herein.
2. Assignee hereby accepts assignment of the Agreement and
hereby assumes and agrees to perform all of the duties or
obligations to be performed or discharged by the Buyer under the
Agreement, including all of the duties and obligations of Buyer
under the Agreement arising from and after the Closing.
3. Each party shall sign and give such notices and
consents as shall be necessary to confirm the provisions of this
Assignment to any other Persons having rights or obligations
under the Agreement as the other may request from time to time,
and each party shall execute and deliver to the other such
further instruments, documents and agreements as the other may
reasonably require to make this Assignment effective.
4. All of the covenants, terms and conditions set forth
herein shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and assigns.
5. This Assignment may only be modified, altered, amended,
or terminated by the written agreement of Assignor and Assignee.
6. Any notice, request, demand, statement or consent made
hereunder or in connection herewith to any party shall be in
writing and shall be sent to the addresses and in the manner
specified in the Agreement or in this Assignment.
7. If any term, covenant or condition of this Assignment
shall be held to be invalid, illegal or unenforceable in any
respect, this Assignment shall be construed without such
provision.
8. This Assignment shall be governed by and construed
under the laws of the State of Texas without regard to principles
of conflicts of law.
9. This Agreement may be executed in counterparts, which
when taken together shall be deemed to be an original.
10. Each party hereto acknowledges and agrees that all
parties hereto may rely upon execution of this Assignment by
facsimile copy.
EXECUTED this 29th day of March, 1996 to be effective as of
March 29, 1996.
ASSIGNOR:
OMNI CONGRESS JOINT VENTURE, a
Texas joint venture
By:/s/ Tom Stacy
Tom Stacy,Managing Venturer
PROPERTY ASSET MANAGEMENT, INC.
a Delaware corporation
By:/s/ Edward J. Meylor
Edward J. Meylor
(printed name)
Its:Vice President
ASSIGNEE:
BRAZOS AUSTIN CENTRE, LTD. a
Texas limited partnership
By: LS-Austin Centre, L.C., a
Texas limited liability
company, its General
Partner
By:/s/ Mahmood Khimji
Mahmood Khimji
(printed name)
Its: President
CONSENT OF SELLER
Investors Life Insurance Company of North America hereby consents
to the foregoing Assignment of the Agreement from Assignor to
Assignee. By its consent, Investors Life Insurance Company of
North America agrees to accept tender of performance by Assignee
of any obligations of Assignor as Buyer under the Agreement,
including without imitation, the closing of the purchase of the
Property.
INVESTORS LIFE INSURANCE COMPANY
OF NORTH AMERICA, a Washington
corporation
By:/s/ James M. Grace
James M. Grace, Executive
Vice President
Exhibit 10(abb)
Seventh Amendment to
Agreement of Sale
This Seventh Amendment to Agreement of Sale ("Fifth
Amendment") is entered into as follows:
WHEREAS, Investors Life Insurance Company of North America
("Seller") and Omni Congress Joint Venture ("Buyer") entered
into an Agreement of Sale (the "Agreement") having an effective
date of September 5, 1995, wherein Seller agreed to sell and
Buyer agreed to purchase the real property described on Exhibit
"A" attached hereto and made a part hereof for all purposes (the
"Property"); and
WHEREAS, Seller and Buyer have previously amended the
Agreement by letter agreement ("First Amendment") dated September
27, 1995; and
WHEREAS, Seller and Buyer have previously amended the
Agreement by letter agreement ("Second Amendment") dated October
11, 1995; and
WHEREAS, Seller and Buyer have previously amended the
Agreement by an amendment ("Third Amendment") dated November 7,
1995; and
WHEREAS, Seller and Buyer have previously amended the
Agreement by an amendment ("Fourth Amendment") dated December 1,
1995; and
WHEREAS, Seller and Buyer have previously amended the
Agreement by an amendment ("Fifth Amendment") dated January 19,
1996; and
WHEREAS, Seller and Buyer have previously amended the
Agreement by an amendment ("Sixth Amendment") dated February 23,
1996; and
WHEREAS, Seller and Buyer have agreed to further amend
certain terms and conditions of the Agreement as more
specifically set forth herein;
NOW, THEREFORE, for a good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Seller
and Buyer do hereby agree to further amend the Agreement as
follows:
1. The following sentence shall be inserted between the
existing first sentence and the existing second sentence of
Section 21 of the agreement:
Notwithstanding the foregoing, the Physical Conditions
Exception does not cover liabilities or claims asserted
by third parties arising prior to Closing relative to
the physical condition of the Land, Improvements or
Tangible Personal Property.
2. This Seventh Amendment may be executed in multiple
counterparts which, when combined together, shall constitute
an original of this Seventh Amendment. In addition,
facsimile signatures of the parties shall be effective on
all counterparts of this Seventh Amendment.
3. All terms and conditions of the Agreement not specifically
amended hereby are hereby ratified, confirmed, and shall
continue in full force and effect.
Executed on this the 29th day of March, 1996.
Seller:
INVESTORS LIFE INSURANCE COMPANY OF
NORTH AMERICA
By:/s/ James M. Grace
James M. Grace, Executive Vice
President
Buyer:
BRAZOS AUSTIN CENTRE, LTD., a Texas
limited partnership
By: LS-Austin Centre, L.C., a
Texas limited liability
company, its General Partner
By:/s/ Mahmood Khimji
Mahmood Khimji
(printed name)
Its: President
