AMERICAN INDEMNITY FINANCIAL CORP
8-K, 1998-02-12
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): FEBRUARY 12, 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.)
</TABLE>



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


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


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                                     Page 1
                        Exhibit Index Appears on Page 4
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ITEM 5.   OTHER EVENTS.

         On February 12, 1998, American Indemnity Financial Corporation, a
Delaware corporation (the "Company"), announced a loss for the quarter and year
ended December 31, 1997, and a suspension of cash dividends. A copy of the
press release announcing the Company's loss and suspension of cash dividends 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 February 12, 1998,
                      announcing the Company's loss for the quarter and year
                      ended December 31, 1997, and a suspension of cash
                      dividends.





                                     Page 2

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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: February 12, 1998                         /s/ PHILLIP E. APGAR
                                          --------------------------------------
                                                     Phillip E. Apgar
                                               Vice President, Treasurer and
                                                  Chief Financial Officer







                                     Page 3

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                               INDEX TO EXHIBITS



<TABLE>
<CAPTION>
Number                             Exhibit
- ------                             -------
 <S>          <C>
 99.1         Press release of the Company dated February 12, 1998, announcing
              the Company's loss for the quarter and year ended December 31, 
              1997, and a suspension of cash dividends.
</TABLE>





                                     Page 4


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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
                ANNOUNCES FOURTH QUARTER AND YEAR-END 1997 LOSS
                        AND SUSPENSION OF CASH DIVIDENDS

         GALVESTON, TEXAS (February 12, 1998) - - American Indemnity Financial
Corporation, (NASDAQ-AIFC) today announced a loss for the fourth quarter and
year of 1997, on a preliminary and unaudited basis, and the suspension of
regular quarterly cash dividends to stockholders.

         For the fourth quarter ended December 31, 1997, the company reported a
net loss of $6,347,304 or $3.23 per share, compared with net income of
$1,352,207 or 69 cents per share for the fourth quarter ended December 31,
1996.

         For the year ended December 31, 1997, the company reported a net loss
of $5,881,174 or $3.00 per share, compared with net income of $1,947,953 or
$1.00 per share for the year ended December 31, 1996.

         Net Income of the company, for the fourth quarter and year of 1997,
were reduced by approximately $8,400,000 resulting primarily from an increase
in the company's loss reserves of $7,000,000 and a decrease in the company's
deferred tax asset of approximately $1,400,000.

         The company's loss reserves were reviewed subsequent to year-end by
the company's independent actuary. Based on this analysis, the company
strengthened its reserves to a level deemed appropriate in view of unexpected
development in losses and loss adjustment expenses in several major lines. The
deferred tax asset was decreased by the company as a result of its revised
projections of future taxable income.




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         It is not anticipated that dividends to stockholders will resume
within the foreseeable future. Future dividends, if any, will be dependent upon
future favorable operating results of the company.

         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, Texas.

         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 forward-looking statements may include, but are not limited
to, future revenues, earnings, margins, costs, interest rates, market trends in
the insurance industry, inflation and various economic and business trends.
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, but not limited to, catastrophe events, domestic economic
activity and inflation, the company's successful execution of internal
operating plans and the factors that are disclosed in conjunction with the
forward-looking statements included herein and in other public filings and
releases by the company.

                          (Comparative Table Attached)




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                    AMERICAN INDEMNITY FINANCIAL CORPORATION
                 Consolidated Financial Highlights (Unaudited)


<TABLE>
<CAPTION>
                                                Three Months Ended December 31,
                                                   1997                1996
                                               ------------        ------------
<S>                                            <C>                 <C>         
Net premiums written                           $ 12,246,999        $ 16,290,161

Premiums earned                                  15,466,438          16,793,763

Net investment income                             1,113,263           1,179,980

Realized investment gains                           845,132               8,958

Net income (loss)                                (6,347,304)          1,352,207

Earnings per share summary:

     Net income (loss)                         $      (3.23)           69 cents

Weighted average shares outstanding               1,962,410           1,950,810
</TABLE>


<TABLE>
<CAPTION>
                                                   Years Ended December 31,
                                                   1997                1996
                                               ------------        ------------
<S>                                            <C>                 <C>         
Net premiums written                           $ 61,488,103        $ 68,862,557

Premiums earned                                  64,052,155          66,961,281

Net investment income                             4,367,807           4,591,651

Realized investment gains                         1,481,695             657,875

Net income (loss)                                (5,881,174)          1,947,953

Earnings per share summary:

     Net income (loss)                         $      (3.00)       $       1.00

Weighted average shares outstanding               1,961,602           1,948,710
</TABLE>






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