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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 25,
1997
MMI Companies, Inc.
(Exact name of registrant as specified in its charter)
Commission file number: 1-11920
Delaware 36-3263253
(State or other jurisdiction (IRS
Employer
incorporation or organization)
Identification No,)
540 Lake Cook Road, Deerfield, Illinois 60015-5290
(Address of principal executive offices)
(847) 940-7550
(Registrant's telephone number, including area code)
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Item 5. Other Events.
Filed as an exhibit is a press release of the registrant
dated June 25, 1997 relating to the signing of an agreement
in connection with the proposed acquisition of Unionamerica
Holdings PLC.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 99. Press release of the registrant dated
June 25, 1997
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.
MMI Companies,
Inc.
(Registrant)
Date: June 25, 1997 B. Frederick
Becker
B. Frederick Becker
Chairman and Chief Executive
Officer
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Exhibit 99
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART IN OR INTO CANADA, AUSTRALIA OR JAPAN.
MEDIA CONTACT: Sally Benjamin Young, 847-374-2227
INVESTOR CONTACT: Paul Orzech, 847-374-2369
MMI COMPANIES, INC. ANNOUNCES AGREEMENT
TO ACQUIRE UNIONAMERICA HOLDINGS PLC
DEERFIELD, IL, June 25, 1997 -- MMI Companies, Inc.
(NYSE:MMI) ("MMI") and Unionamerica Holdings plc (NYSE:UA)
("Unionamerica") today announced the signing of an
Acquisition Agreement (the "Agreement") in connection with
the proposed acquisition of Unionamerica by MMI in a stock
for stock transaction.
Under the terms of the Agreement, which has been approved by
the Boards of Directors of MMI and Unionamerica, MMI will
make a share for share offer to acquire the whole of the
issued share capital of Unionamerica (the "Offer"). Under
the terms of the Offer, MMI will offer to acquire each
American Depository Share (ADS), representing one Ordinary
Share of Unionamerica, for 0.836 shares of MMI Common Stock
through a tender offer. The Offer will be made only pursuant
to a tender offer and Prospectus at such time as a
registration statement covering MMI's Common Stock is filed
and declared effective by the Securities and Exchange
Commission. The Offer is subject to a number of conditions,
including the acceptance of the Offer by holders of at least
90 percent of Unionamerica Ordinary Shares, approval of the
issuance of shares of MMI Common Stock by MMI's
shareholders, and regulatory approval in the U.S. and U.K.
In connection with the signing of the Agreement, the holders
of 50 percent of the Ordinary Shares of Unionamerica have
delivered to MMI Irrevocable Undertakings to tender their
shares in the Offer. Completion of the transaction is
expected in the fourth quarter.
MMI is an international healthcare risk management company
with more than 20 years experience providing a wide range of
products and services that help the healthcare industry
manage risks associated with the delivery of care. Through
its operating subsidiaries, MMI provides professional
liability insurance and reinsurance, education and
information management products, clinical and financial risk
management services, managed care design and infrastructure
development, healthcare restructuring products and strategic
management, and employee relations and human resource
consulting services. In addition to its Deerfield
headquarters, MMI has a network of offices throughout the
United States and overseas.
Unionamerica is one of the London insurance market's leading
companies in professional indemnity reinsurance, including
malpractice reinsurance primarily for single-U.S. state
groups of physicians and healthcare providers, as well as
lawyers and
other professionals. The company also has business in the
specialty casualty and property reinsurance market segment.
Smith Barney Inc., which is regulated by The Securities and
Futures Authority Limited in the United Kingdom, is acting
exclusively for MMI in connection with the Offer and will
not be responsible to anyone other than MMI for providing
the protections afforded to customers of Smith Barney Inc.
nor for providing advice in relation to the Offer.
