AMERICAN INDEMNITY FINANCIAL CORP
8-K, 1998-07-29
LIFE INSURANCE
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                                 UNITED STATES
                       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):  JULY 28, 1998



                               AMERICAN INDEMNITY
                             FINANCIAL CORPORATION
               (Exact name of registrant as specified in charter)



<TABLE>
     <S>                                     <C>                         <C>
                     DELAWARE                       0-8636                             510119643
             (State of Incorporation)        (Commission File No.)       (I.R.S. Employer Identification No.)



           ONE AMERICAN INDEMNITY PLAZA
                 GALVESTON, TEXAS                                                        77550
     (Address of Principal Executive Offices)                                         (Zip Code)
</TABLE>


      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (409) 766-4600


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ITEM 5.   OTHER EVENTS.

         On July 28, 1998, American Indemnity Financial Corporation, a Delaware
corporation (the "Company"), announced a loss for the second quarter and six
months ended June 30, 1998, and the engagement of an investment banking firm to
act as financial advisor in developing strategic alternatives.  A copy of the
press release announcing the Company's loss and the engagement of an investment
banking firm to act as financial advisor is filed as Exhibit 99.1 and is hereby
incorporated herein by reference.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

         (c)     Exhibits.

          99.1   -   Press release of the Company dated July 28, 1998,
                     announcing the Company's loss for the second quarter and
                     six months ended June 30, 1998, and the engagement of an
                     investment banking firm to act as financial advisor.





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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.

                                        AMERICAN INDEMNITY FINANCIAL
                                        CORPORATION



Dated: July 28, 1998
                                              /s/ PHILLIP E. APGAR
                                        ----------------------------------------
                                                  Phillip E. Apgar
                                            Vice President, Treasurer and
                                               Chief Financial Officer





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                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Number                                                 Exhibit
- ------                                                 -------
 <S>        <C>
 99.1       Press release of the Company dated July 28, 1998, announcing the Company's loss for
            the second quarter and six months ended June 30, 1998, and the engagement of an
            investment banking firm to act as financial advisor.
</TABLE>





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                                                                    EXHIBIT 99.1

                             FOR IMMEDIATE RELEASE
                             Contact:  Phillip E. Apgar
                                       American Indemnity Financial Corporation
                                       One American Indemnity Plaza
                                       Galveston, Texas 77550
                                       409/766-4612



                    AMERICAN INDEMNITY FINANCIAL CORPORATION
               REPORTS SECOND QUARTER AND SIX MONTHS 1998 RESULTS

         GALVESTON, TEXAS (July 28, 1998) - - American Indemnity Financial
Corporation, (NASDAQ-AIFC) today announced 1998 second quarter and six months
financial results on a preliminary and unaudited basis.

         For the second quarter ended June 30, 1998, the company reported a net
loss of $2,377,013 or $1.21 per share, compared with net income of $387,907 or
20 cents per share for the second quarter ended June 30, 1997.  Catastrophe
losses totaling approximately $1,800,000 and the increased frequency of
automobile and commercial package policy claims were the primary factors
adversely affecting second quarter results.

         For the six months ended June 30, 1998, the company reported a net
loss of $4,190,060 or $2.14 per share, compared with net income of $129,074 or
7 cents per share for the six months ended June 30, 1997.

         The company also reported that it has engaged Philo Smith & Co., Inc.,
an investment banking firm specializing in the insurance industry, to act as
financial advisor to the company and to provide advice and assistance to the
company in developing strategic alternatives.





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         American Indemnity Financial Corporation is the parent corporation of
American Indemnity Company, American Fire and Indemnity Company, Texas General
Indemnity Company and American Computing Company, all of Galveston.

         Certain statements made herein and in other public filings and
releases by the company contain "forward-looking" information (as defined in
the Private Securities Litigation Reform Act of 1995) that involve risk and
uncertainty.  These include, but are not limited to, industry price competition
that has made it more difficult to attract and retain adequately priced
business; the frequency and severity of catastrophic events; changes in
interest rates, premium volumes or loss payment patterns; regulatory and
legislative changes; adequacy of loss and loss adjustment expense reserves in
view of actual claim development; and changes in general market or economic
conditions.  Although the company believes that the expectations reflected in
such forward-looking statements are based upon reasonable assumptions, the
company can give no assurance that these expectations will be achieved.  Actual
results and trends in the future may differ materially depending on a variety
of factors including those discussed herein and in the company's other public
filings and releases.

                          (Comparative Table Attached)





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                    AMERICAN INDEMNITY FINANCIAL CORPORATION
                 Consolidated Financial Highlights (Unaudited)

<TABLE>
<CAPTION>
                                                                           THREE MONTHS ENDED JUNE 30,

                                                                           1998                  1997        
                                                                    -------------------   -------------------
 <S>                                                                    <C>                   <C>
 Net premiums written                                                   $ 16,436,358          $ 15,872,624

 Premiums earned                                                          15,787,024            15,736,393

 Net investment income                                                     1,262,439             1,100,207

 Realized investment gains                                                   970,092               270,919

 Net income (loss)                                                        (2,377,013)              387,907

 Earnings per share summary:
      Net income (loss)                                                      $ (1.21)             20 cents

 Weighted average shares outstanding                                       1,962,410             1,962,410




                                                                            SIX MONTHS ENDED JUNE 30,
                                                                           1998                  1997        
                                                                    -------------------   -------------------

 Net premiums written                                                   $ 30,299,930          $ 32,281,252

 Premiums earned                                                          31,565,118            31,680,749

 Net investment income                                                     2,441,833             2,166,028

 Realized investment gains                                                 1,258,799               294,523

 Net income (loss)                                                        (4,190,060)              129,074

 Earnings per share summary:
      Net income (loss)                                                      $ (2.14)              7 cents

 Weighted average shares outstanding                                       1,962,410             1,960,910
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