As Filed With the Securities and Exchange Commission on
April 6, 1994
Registration No. ___________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
____________________
ACCEPTANCE INSURANCE COMPANIES INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 6331 31-0742926
(State of other (Primary SIC Code) (I.R.S. Employer ID No.)
jurisdiction of
incorporation or
organization)
222 South 15th Street
Suite 600 North
Omaha, Nebraska 68102
(402) 344-8800
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
_____________________
Kenneth C. Coon Copies to:
Chairman and Chief Donn E. Davis, Esq.
Executive Officer Sylvester J. Orsi, Esq.
222 South 15th Street Crosby, Guenzel, Davis,
Suite 600 North Kessner & Kuester
Omaha, Nebraska 68102 134 South 13th Street, Suite 400
(402) 344-8800 Lincoln, Nebraska 68508
(Name, Address, Including Zip (402) 434-7300
Code, and Telephone Number,
Including Area Code, of Agent
For Service)
____________________
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes
effective.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box: ___
If any of these securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box: X
___
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF EACH MAXIMUM MAXIMUM
CLASS OF AMOUNT OFFERING AGGREGATE
SECURITIES TO BE TO BE PRICE PER PRICE PER AMOUNT OF
REGISTERED REGISTERED UNIT (1) UNIT (1) REGISTRATION
________________ __________ _________ __________ ____________
Shares of Common 266,781 $11.63 $3,102,630 $1,070
Stock offered by
Selling
Shareholder
_______________
(1) Estimated solely for purposes of computing the registration
fee. Based on the average of the high and low prices of the
shares of common stock reported in the New York Stock
Exchange, Inc., on March 31, 1994.
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become
effective in accordance with section 8(a) of the Securities Act of
1933 or until the registration statement shall become effective on
such date as the Commission acting pursuant to said section 8(a),
may determine.
<PAGE>
CROSS-REFERENCE SHEET
Caption or
Item of Form S-3 Location in Prospectus
________________ ______________________
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus . . Outside Front Cover Page
2. Inside Front and Outside
Back Cover Pages of
Prospectus . . . . . . . . . Inside Front and Outside
Back Cover Page; Available
Information; Incorporation
of Certain Documents by
Reference
3. Summary Information, Risk
Factors and Ratio of
Earnings to Fixed Charges . . Certain Investment
Considerations
4. Use of Proceeds . . . . . . . Use of Proceeds
5. Determination of Offering
Price . . . . . . . . . . . . Not Applicable
6. Dilution . . . . . . . . . . Not Applicable
7. Selling Security Holders . . Outside Front Cover Page;
Selling Shareholders
8. Plan of Distribution . . . . Outside Front Cover Page;
Plan of Distribution
9. Description of Securities to
be Registered . . . . . . . . Incorporation of Certain
Documents by Reference
10. Interests of Named Experts
and Counsel . . . . . . . . . Legal Matters
11. Material Changes . . . . . . The Company; Recent
Developments; Incorporation
of Certain Documents by
Reference
12. Incorporation of Certain
Documents by Reference . . . Incorporation of Certain
Documents by Reference
13. Disclosure of Commission
Position on Indemnification
for Securities Act
Liabilities . . . . . . . . . Not Applicable
<PAGE>
PROSPECTUS
ACCEPTANCE INSURANCE COMPANIES INC.
Up to 266,781 Shares of Common Stock
The shares of common stock ("Common Stock") of Acceptance
Insurance Companies Inc. (the "Company") offered hereby are being
offered by individual selling shareholders (the "Selling
Shareholders") of the Company. See "Selling Shareholders." The
Company will not receive any of the proceeds from the sale of the
shares of Common Stock by the Selling Shareholders.
The Common Stock is listed for trading on the New York
Stock Exchange ("NYSE") under the symbol "AIF."
The shares of Common Stock offered by the Selling
Shareholders may be offered from time-to-time in open market
transactions on the NYSE, or in private transactions, or otherwise,
at prices related to prevailing market prices or at negotiated
prices. The Selling Shareholders may affect such transactions by
selling their shares to or through broker-dealers, and such broker-
dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders and/or the
purchasers of any such shares for whom such broker-dealers may act
as agent or to whom they sell as principal, or both. The Selling
Shareholders and any broker-dealer acting in connection with the
sale of the shares of common stock offered hereby for Selling
Shareholders may be deemed to be "underwriters" within the meaning
of the Securities Act, in which event any discounts, concessions or
commissions received by them, or any profit on resales of the
shares of common stock by them, may be deemed to be underwriting
commissions or discounts under the Securities Act.
The costs, expenses and fees incurred in connection with
the registration of shares of Common Stock (excluding discounts,
concessions or commissions paid in connection with the sale of
shares of Common Stock by the Selling Shareholders) will be paid by
the Company. Such expenses are estimated to be $35,000.
For a discussion of certain risks and other factors
relating to the offering and the Company, see "Certain Investment
Considerations."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is April ____, 1994
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy statements
and other information with the Securities and Exchange Commission
(the "Commission"), Washington, D.C. Such reports, proxy
statements and other information may be inspected and copied at the
public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices at 75 Park Place, 14th Floor, New
York, New York 10007, and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material may be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
upon payment of the prescribed fees. The Company's Common Stock is
listed on the New York Stock Exchange (the "NYSE") and such
reports, proxy statements and other information also should be
available for inspection at the library of the NYSE, located at 20
Broad Street, New York, New York 10005.
The Company has filed with the Commission in Washington,
D.C. a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the securities offered hereby.
This Prospectus does not contain all of the information set forth
in the Registration Statement and the exhibits thereto, as
permitted by the rules and regulations of the Commission. For
further information with respect to the Company and the securities
offered hereby, reference is made to the Registration Statement and
the exhibits filed therewith, copies of which may be obtained from
the Commission as specified above. Statements contained in this
Prospectus as to the contents of any contract or other document are
not necessarily complete, and in each instance, reference is made
to the copy of such contract or document filed as an exhibit to the
Registration Statement, each such statement being qualified in its
entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference in this
Prospectus its Annual Report on Form 10-K for the year ended
December 31, 1993, and its Current Report on Form 8-K dated July 2,
1993, and Amendments 1, 2, 3, 4 and 5 thereto on Form 8-K/A, which
have been filed with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
All reports and definitive proxy or information
statements filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock shall
be deemed to be incorporated by reference into this Prospectus and
to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not, except as so
modified or superseded, be deemed to constitute a part of this
Prospectus.
The Company hereby incorporates by reference in this
Prospectus the description of its Common Stock, par value $.40 per
share, set forth in its Registration Statement on Form 8-A (the
description of such Common Stock incorporated by reference in the
Form 8-A to the Company's registration on Form S-1, File No.
33-53730).
Any person receiving a copy of this Prospectus may obtain
without charge, upon request, a copy of any of the documents
incorporated by reference herein, except for the exhibits to such
documents. Requests should be directed to the Company's executive
offices at: Secretary, Acceptance Insurance Companies Inc., 222
South 15th Street, Suite 600 North, Omaha, Nebraska 68102,
(402) 344-8800.
THE COMPANY
Acceptance Insurance Companies Inc. (the "Company"), a
Delaware corporation, is a holding company engaged primarily in the
specialty property and casualty insurance business through its
insurance subsidiaries and owns certain real estate investments,
principally in Florida. The Company writes specialty property and
casualty insurance through its operating subsidiaries. Effective
August 13, 1993, the Company acquired, in an exchange of its Common
Stock, 100% of the outstanding common stock, preferred stock and
common stock warrants of The Redland Group, Inc., Council Bluffs,
Iowa, which is engaged in the specialty property and casualty
insurance business through its operating subsidiaries with special
emphasis on rural and crop coverages. Acceptance concentrates its
efforts on insurance programs in which special underwriting,
marketing or claims handling approaches give it a competitive
advantage in underwriting particular risks and serving the needs of
particular geographic regions or groups of insureds or particular
insurance agents.
Prior to acquiring the insurance subsidiaries in April
1990, in addition to active involvement in the real estate
business, the Company had been involved primarily in the citrus
business through its approximate 52% interest in Orange-co, Inc.,
a Florida-based citrus grower and processor of citrus products. On
May 28, 1992, the Company sold its interest in Orange-co, Inc., to
an unaffiliated third party for $31 million in cash.
The Company holds as real estate investments
approximately 33% of Major Realty Corporation ("Major Realty"), a
Florida-based real estate company, approximately 993 acres of real
estate in Winter Haven, Florida, and approximately 14 acres in the
Fort Lauderdale Commerce Center in Fort Lauderdale, Florida. Major
Realty currently owns approximately 253 acres of land, principally
in Orlando and Tampa, Florida. The Company recently acquired in a
merger all of the outstanding common stock of The Major Group,
Inc., which had been engaged in the business of providing real
estate services to the Company and Major Realty, but is now
inactive.
RECENT DEVELOPMENTS
Effective March 31, 1994, the Registrant entered into an
Agreement and Plan of Merger with Statewide Insurance Corp. of
Phoenix, Inc. ("Statewide"), the exclusive general agent for the
Registrant's non-standard automobile insurance program underwritten
by Phoenix Indemnity Insurance Company ("Phoenix Indemnity"), and
the owner of 20% of the outstanding shares of common stock of
Phoenix Indemnity, pursuant to which the Registrant acquired by
merger (the "Merger"), in consideration of 266,781 shares of
Registrant's common stock, Statewide (except for certain assets and
liabilities relating to its agency operations other than the non-
standard automobile program, which were divested prior to the
Merger).
On August 13, 1993, the Company acquired 100% of the
outstanding shares of common stock, shares of Class B preferred
stock and warrants to purchase common stock of The Redland Group,
Inc. ("Redland"), through an exchange of an aggregate of up to
1,579,000 shares of the Company's common stock, 240,000 of which
are held in escrow until June 30, 1996, pending the outcome of
certain contingencies described in the agreements relating to such
acquisition. See the Company's Current Report on Form 8-K dated
July 2, 1993, and Amendments 1, 2, 3, 4 and 5 thereto on Forms
8-K/A, incorporated herein by reference, for a further description
of the acquisition of Redland, and a copy of the Exchange
Agreement.
Effective August 13, 1993, John P. Nelson, President and
Chief Executive Officer of Redland, was made a director of the
Company, to serve until the next annual meeting of shareholders of
the Company, and until his successor is elected and qualified.
CERTAIN INVESTMENT CONSIDERATIONS
There are certain risks involved in an investment in the
Common Stock. Accordingly, prospective purchasers of the Common
Stock should consider carefully the factors set forth below as well
as the other information contained in this Prospectus.
Dividend Restrictions
Management does not anticipate the payment of dividends
to holders of Common Stock in the foreseeable future. Because of
regulatory limitations, and the terms of the Company's loan
agreements, dividends or other cash flow from certain of the
insurance subsidiaries to the Company in the foreseeable future are
not anticipated.
Risks in Insurance Investments
Industry Underwriting Losses. Since the last half of the
1980s, there has been severe competition in the property and
casualty insurance industry, resulting in a number of years of
underwriting losses for the industry. Adverse loss experience in
two lines of insurance written by the Company resulted in a recent
strengthening of loss and loss adjustment expense reserves in 1992
by approximately $2.1 million.
Competition. The property and casualty insurance
business is highly competitive, with over 3,000 insurance companies
transacting such business in the United States, many of whom have
substantially greater financial and other resources, and may offer
a broader variety of coverages than those offered by the Company.
Beginning in the latter half of the 1980s, there has been severe
price competition in the industry which has resulted in a reduction
in the volume of premiums written by the Company in some of its
lines of business because of its unwillingness to reduce prices to
meet competition.
Unpredictability of Specialty lines. The Company
underwrites both casualty and property coverages in a number of
specialty areas of business including multi-peril crop and crop
hail coverages, specialty automobile coverage, surplus lines
liability and substandard property coverage, liquor liability
coverage, used car garage programs, non-standard automobile,
workers' compensation and difficult liability risks such as
products and unique professional liability coverages. The
specialty lines of insurance underwritten by the Company may
involve greater risks than more standard property and casualty
lines. These risks include a lack of predictability and, in some
instances, the absence of a long-term, reliable historical data
base. The Company's business and financial performance may be
subject to significant fluctuations in underwriting results. The
Company depends upon the experience of its underwriting staff and,
in some instances, underwriting staffs of its general agents, to
screen risks and price its lines of insurance adequately to guard
against unanticipated risk exposure.
Certain of the insurance coverages underwritten by the
Company have been written for a limited period of time. The lack
of predictability in these crop insurance lines where the Company's
history is short, coupled with the volatility of the property and
casualty coverages underwritten by the Company generally, makes
more difficult the task of estimating reserves for future losses.
The crop insurance coverages underwritten by the Company have
experienced adverse loss experience over the last two years largely
because of unusual and adverse weather conditions which affected
crop yields. During the second fiscal quarter of 1993, the loss
and loss adjustment reserves of the Company's crop insurance lines
were strengthened by $3 million.
The Company's results also may be influenced by factors
influencing the insurance industry generally and which are largely
beyond the Company's control. Such factors include (a) weather
related catastrophes; (b) taxation and regulatory reform at both
the federal and state level; (c) changes in industry standards
regarding rating and policy forms; (d) significant changes in
judicial attitudes toward liability claims; (e) the cyclical nature
of pricing in the industry; and (f) changes in the rate of
inflation, interest rates and general economic conditions.
Market Overhang
Currently, approximately 35% of the Company's Common
Stock is owned beneficially by certain directors and principal
shareholders of the Company, or their affiliates. Should these
shareholders elect to sell in the open market the shares held by
them, to the extent permitted by the Securities Act, such sale,
coupled with the sale of the shares by the Selling Shareholders
hereunder, who own approximately 2.68% of such shares, if they
elect to sell, could have an adverse impact on the market price of
the Common Stock.
There are outstanding 4,867,211 Warrants to purchase
Common Stock for a price of $11.00 per share, which, along with the
97,376 additional warrants to purchase Common Stock at an exercise
price of $9.50 per share held primarily by certain principal
shareholders or their affiliates, could have a dampening effect on
the market price of the Common Stock.
Dependence on Key Personnel
The future success of the Company depends heavily upon
the efforts of its Chairman and Chief Executive Officer, Kenneth C.
Coon and its President and Chief Operating Officer, John P. Nelson.
If the services of Messrs. Coon and Nelson become unavailable, for
any reason, the Company could be affected adversely. Messrs. Coon
and Nelson are employed under employment agreements which run from
calendar year to calendar year, unless terminated by either party
by a one year notice given at the expiration of any year of their
employment. The Company has obtained "key-man" life insurance on
Mr. Coon in the amount of $5 million and Mr. Nelson in the amount
of $2 million. Both individuals have advised the Company that they
have no present intention to leave employment with the Company.
<PAGE>
SELLING SHAREHOLDERS
The terms of the Agreement and Plan of Merger pursuant to
which the Company acquired Statewide require that the Company
register shares of the Company's Common Stock issued in connection
with the Merger to the Statewide Shareholders under the
Registration Statement of which this Prospectus is a part. The
following table sets forth the shares of Common Stock owned by the
Selling Shareholders before and after the offering of such shares
(assuming all shares offered hereby are sold) and the amount of
such shares offered. The Selling Shareholders have no obligation
to sell any of the shares of Common Stock offered.
<PAGE>
<TABLE>
<CAPTION>
Shares Owned Shares Owned
Before the After the
Relationship Offering Shares Offering
with the ____________________ Being __________________
Name Company Number Percent Offered Number Percent
____ ____________ _________ _______ _________ _______ _______
<S> <C> <C> <C> <C> <C> <C>
Robert S. Katz (1) 145,460 (2) 145,460 0 *
Sharon Braude None 56,533 * 56,533 0 *
Robert S. Katz, (1) 10,798 * 10,798 0 *
Trustee of the
Richard Steven
Katz Irrevocable
Present Interest
Trust
Robert S. Katz, (1) 10,798 * 10,798 0 *
Trustee of the
Denise Ann Katz
Irrevocable
Present Interest
Trust
Robert S. Katz, (1) 10,798 * 10,798 0 *
Trustee of the
David Eric Katz
Irrevocable
Present Interest
Trust
Robert S. Katz, (1) 10,798 * 10,798 0 *
Trustee of the
Michael Alan
Braude
Irrevocable
Present Interest
Trust
<PAGE>
Robert S. Katz, (1) 10,798 * 10,798 0 *
Trustee of the
Daniel Jay
Braude
Irrevocable
Present Interest
Trust
Robert S. Katz, (1) 10,798 * 10,798 0 *
Trustee of the
Julianne Braude
Irrevocable
Present Interest
Trust
_________ _________ _______
Total 266,781 266,781 0
_______________
<FN>
* Less than one percent.
(1) Robert S. Katz was the President, Chief Executive Officer and principal shareholder of
Statewide Insurance Corp. of Phoenix, Inc. (formerly known as Statewide Insurance Corp.)
("Statewide I"), an Arizona corporation, prior to the merger of Statewide I and the
Registrant (the "Merger"), effective March 31, 1994. See "Recent Developments." Since
1988, Statewide had acted as the exclusive general agent for a program of statutory non-
standard private passenger automobile insurance (the "Statewide Non-Standard Auto
Program") written by one of the Registrant's subsidiaries, Phoenix Indemnity Insurance
Company ("Phoenix Indemnity"). The Statewide Non-Standard Auto Program produced
approximately 12% of the direct written premiums reported by the Registrant for the year
ended December 31, 1993. Prior to the Merger, Statewide owned 20% of the outstanding
shares of common stock of Phoenix Indemnity. Following the Merger, Mr. Katz will be
employed by a newly formed corporation, which bears the name Statewide Insurance Corp.
("Statewide II"), as its President and Chief Executive Officer. Statewide II has
retained certain assets and liabilities of Statewide I relating to Statewide I's
business operations, other than the Non-Standard Auto Program, and additionally has
executed a Consulting Agreement with the Registrant to provide exclusive consulting
services to the Registrant in the development, marketing, underwriting, reinsurance and
claims handling for the nationwide development of the Non-Standard Auto Program.
(2) Robert S. Katz owns 1.46% of the shares of common stock of the Registrant directly, and
an additional 1.22% as trustee of six trusts the beneficiaries of which are his
children, a niece and two nephews. Mr. Katz exercises sole voting and dispositive
power.
</TABLE>
<PAGE>
USE OF PROCEEDS
The Company will not receive any proceeds from the sale
of shares of Common Stock by the Selling Shareholders.
PLAN OF DISTRIBUTION
The shares of Common Stock offered by the Selling
Shareholders may be offered from time-to-time in open market
transactions on the NYSE, or in private transactions, or otherwise,
at prices related to prevailing market prices or at negotiated
prices. The Selling Shareholders may affect such transactions by
selling their shares to or through broker-dealers, and such broker-
dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders and/or the
purchasers of any such shares for whom such broker-dealers may act
as agent or to whom they sell as principal, or both. The Selling
Shareholders and any broker-dealer acting in connection with the
sale of the shares of common stock offered hereby for Selling
Shareholders may be deemed to be "underwriters" within the meaning
of the Securities Act, in which event any discounts, concessions or
commissions received by them, or any profit on resales of the
shares of common stock by them, may be deemed to be underwriting
commissions or discounts under the Securities Act.
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby
will be passed upon for the Company by Crosby, Guenzel, Davis,
Kessner & Kuester ("Crosby Guenzel"), 134 South 13th Street, Suite
400, Lincoln, Nebraska 68508. A partner of Crosby Guenzel serves
as Secretary and General Counsel of the Registrant.
EXPERTS
The Company's audited consolidated balance sheets as of
December 31, 1993 and 1992, and the related consolidated statements
of operations, stockholders' equity and cash flows for the years
ended December 31, 1993, 1992 and 1991, and the related financial
statement schedules, incorporated by reference herein from the
Company's Annual Report on Form 10-K for the year ended
December 31, 1993, have been incorporated herein in reliance upon
the report of Deloitte & Touche, independent accountants, given
upon the authority of said firm as experts in accounting and
auditing.
Redland's consolidated balance sheet as of December 31,
1992, and the related consolidated statements of operations, of
cash flows and of changes in stockholders' equity for the year then
ended, incorporated by reference herein from the Company's Current
Report on Form 8-K, dated July 2, 1993, have been incorporated
herein in reliance on the report of Price Waterhouse, independent
accountants, given on the authority of such firm as experts in
accounting and auditing. Redland's audited consolidated balance
sheet as of December 31, 1991, and the related consolidated
statements of operations, stockholders' equity and cash flows for
each of the two years in the period ended December 31, 1991,
incorporated by reference herein from the Company's Current Report
on Form 8-K, dated July 2, 1993, have been incorporated herein in
reliance on the report of Deloitte & Touche, independent
accountants, given on the authority of such firm as experts in
accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following sets forth the estimated costs and expenses
to be incurred in connection with the issuance and distribution of
the securities to be registered.
Securities and Exchange Commission
registration fee . . . . . . . . . . . . $ 1,070
New York Stock Exchange listing fee . . . 3,500
Accounting fees and expenses . . . . . . . 5,000
Legal fees and expenses (including
"Blue Sky" legal fees) . . . . . . . . . 10,000
Printing and engraving . . . . . . . . . . 100
Miscellaneous expenses . . . . . . . . . . 15,330
Transfer Agent and Registrar Fees . . . . 0
______
Total . . . . . . . . . . . . . . . . . $35,000
======
Item 15. Indemnification of Directors and Officers
Delaware General Corporation Law.
The General Corporation Law of Delaware ("Delaware Law")
under which the Company is incorporated, permits the Company to
indemnify each of its directors and officers against expenses
(including attorney fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection
with litigation or similar proceedings by reason of serving in such
capacities if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to criminal actions
or proceedings, was not unlawful.
Restated Certificate of Incorporation.
The Company's Restated Certificate of Incorporation
generally provides that directors and officers will be indemnified
to the fullest extent permissible under Delaware Law against all
expenses (including amounts paid in settlement) incurred in any
proceeding (whether or not such proceeding was by or in the right
of the Company) in which they were a party because of their
position as a director or officer of the Company or because they
served at the request of the Company as a director, officer,
employee or agent of another corporation or entity.
The general effect of the indemnification provisions of
the Restated Certificate of Incorporation and the Delaware Law is
that the Company is required to pay for all expense, liability or
loss reasonably incurred by its directors and officers in any
action in which they are a party by reason of the fact that they
are directors or officers of the Company, except where a court
determines that such indemnification is not permissible or that the
person seeking indemnification is not entitled to indemnification.
The Company is prohibited from making payment for indemnification
on account of any matter: (i) regarding remuneration paid to such
person if the remuneration was in violation of law; (ii) for an
accounting of profits made from the purchase or sale by such person
of securities of the Company in violation of Section 16(b) of the
Securities Exchange Act of 1934; (iii) brought about or contributed
to by the dishonesty of such person if a court establishes that
acts of active and deliberate dishonesty were committed or
attempted by such person with actual dishonest purpose and intent
and were material to the adjudication; (iv) attributable to such
person having gained any personal profit or advantage to which he
was not entitled; or (v) any matter in respect of which any final
decision by a court having competent jurisdiction or other final
adjudication shall determine that indemnification is not lawful.
The Company's obligations include the payment in advance of the
final disposition of a proceeding or expenses incurred by a
director or officer in defending such proceeding upon the receipt
from such director or officer of an undertaking to repay such
expenses if it is ultimately determined that such officer or
director is not entitled to indemnification. Directors and
officers are entitled to bring suit against the Company, at the
Company's expense if successful, for failure to make a requested
indemnification and the Company has the burden of proof to show
such indemnification to be improper. The indemnification
obligations of the Company may be funded through insurance or
otherwise.
Item 16. Exhibits
See Exhibit Index.
Item 17. Undertakings
(1) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
(2) The undersigned Registrant hereby undertakes (a) to
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registrant Statements: (1) to
include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933; (ii) to reflect in the prospectus any facts
or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement;
and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; (b) that, for the purpose of determining
any liability under the Securities Act of 1933, as amended, each
such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona-fide offering thereof; and (c) to remove from
registration by means of a post-effective amendment any of the
securities which remain unsold at the termination of the offering.
(3) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Omaha, State of Nebraska, on April 4,
1994.
ACCEPTANCE INSURANCE COMPANIES INC.
Kenneth C. Coon
By ________________________________
Kenneth C. Coon
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURES CAPACITY DATE
Kenneth C. Coon
______________________ Chairman, Chief April 1, 1994
Kenneth C. Coon Executive Officer
and Director
______________________ Treasurer (Principal April 1, 1994
Georgia M. Mace Financial and Chief
Accounting Officer)
Jay A. Bielfield Director April 1, 1994
______________________
Jay A. Bielfield
Edward W. Elliott, Jr. Director April 1, 1994
______________________
Edward W. Elliott, Jr.
Robert LeBuhn Director April 1, 1994
_______________________
Robert LeBuhn
Michael R. McCarthy Director April 1, 1994
_______________________
Michael R. McCarthy
<PAGE>
John P. Nelson Director April 1, 1994
_______________________
John P. Nelson
R. L. Richards Director April 1, 1994
_______________________
R. L. Richards
David L. Treadwell Director April 1, 1994
_______________________
David L. Treadwell
Doug T. Valassis Director April 1, 1994
_______________________
Doug T. Valassis
<PAGE>
EXHIBIT INDEX
NUMBER EXHIBIT DESCRIPTION
4.1 Form of Stock Certificate representing shares of
Acceptance Insurance Companies Inc. Common Stock, $.40
par value. Incorporated by reference to the Acceptance
Insurance Companies Inc. Annual Report on Form 10-K for
the year ended December 31, 1992.
4.2 Form of Warrant Certificate representing Acceptance
Insurance Companies Inc. Warrants. Incorporated by
reference to the Acceptance Insurance Companies Inc.
Annual Report on Form 10-K for the year ended
December 31, 1992.
5 Opinion of Crosby, Guenzel, Davis, Kessner & Kuester,
Counsel for the Registrant.
23.1 Consent of Deloitte & Touche.
23.2 Consent of Price Waterhouse.
23.3 Consent of Crosby, Guenzel, Davis, Kessner & Kuester.
28 Schedule P -- Analysis of Losses and Loss Expenses of
Consolidated Annual Statement for the year 1993.
Incorporated by reference to the Acceptance Insurance
Companies Inc. Annual Report on Form 10-K for the year
ended December 31, 1993.
EXHIBIT 5
CROSBY, GUENZEL, DAVIS,
KESSNER & KUESTER
134 South 13th Street, Suite 400
Lincoln, Nebraska 68508
April 6, 1994
Board of Directors
Acceptance Insurance Companies Inc.
Omaha, NE
Re: Registration Statement on Form S-3
Ladies/Gentlemen:
We have acted as counsel for Acceptance Insurance Companies Inc.,
a Delaware corporation (the "Company"), in connection with the
preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a
Registration Statement on Form S-3 relating to the offering by
certain selling shareholders of up to 266,781 shares of Common
Stock.
In so acting, we have examined and relied upon the originals, or
copies certified or otherwise identified to our satisfaction, of
such corporate records, documents, certificates and other
instruments as in our judgment are necessary or appropriate to
enable us to render the opinion expressed below.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of
the State of Delaware.
2. The shares of the Common Stock of the Company to which the
Registration Statement relates have been duly authorized for
issuance and, when issued in the manner specified in the
Registration Statement, as amended, will be legally and
validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement.
<PAGE>
We further consent to the reference to our firm under the heading
"Legal Matters" in the Registration Statement.
Very truly yours,
CROSBY, GUENZEL, DAVIS,
KESSNER & KUESTER
Donn E. Davis
By
Donn E. Davis
DED:eak/accept/s3swex5
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this registration
statement of Acceptance Insurance Companies Inc. on Form S-3 of
our reports dated March 28, 1994, appearing in the Annual Report
on Form 10-K of Acceptance Insurance Companies Inc. for the year
ended December 31, 1993 and of our report dated April 20, 1992
(July 7, 1993 as to Note P) relating to the consolidated
financial statements of The Redland Group, Inc. and subsidiaries
for the years ended December 31, 1991 and 1990, appearing in the
Current Report on Form 8-K of Acceptance Insurance Companies Inc.
dated July 2, 1993.
We consent to the references to us under the heading "Experts" in
the Prospectus, which is part of this registration statement.
Deloitte & Touche
DELOITTE & TOUCHE
Omaha, Nebraska
April 5, 1994
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-3 of Acceptance Insurance
Companies Inc. of our report relating to the consolidated
financial statements of the Redland Group, Inc. and subsidiaries
which appears in the Current Report on Form 8-K of Acceptance
Insurance Companies Inc. dated July 2, 1993.
Price Waterhouse
PRICE WATERHOUSE
Omaha, Nebraska
April 5, 1994
EXHIBIT 23.3
CROSBY, GUENZEL, DAVIS,
KESSNER & KUESTER
134 South 13th Street, Suite 400
Lincoln, Nebraska 68508
April 6, 1994
The Board of Directors
Acceptance Insurance Companies Inc.
Omaha, Nebraska
Gentlemen:
We hereby consent to the reference to our firm as counsel for
Acceptance Insurance Companies Inc. in documents incorporated by
reference in this Registration Statement.
Very truly yours,
CROSBY, GUENZEL, DAVIS,
KESSNER & KUESTER
Donn E. Davis
By
Donn E. Davis
DED:eak/accept/s3sw23-3
