As filed with the Securities and Exchange Commission on May 7, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
AMWEST INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 6351 95-2960673
(State or other (Primary standard industrial (I.R.S. Employer
jurisdiction of classification code number) Identification Number)
incorporation or
organization)
6320 Canoga Avenue, Suite 300
Woodland Hills, California 91367
(818) 704-1111
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Steven R. Kay
Senior Vice President, Chief Financial Officer and Treasurer
Amwest Insurance Group, Inc.
6320 Canoga Avenue, Suite 300
Woodland Hills, California 91367
(818) 704-1111
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Jonathan K. Layne, Esq.
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
(213) 229-7000
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------- ------------------------ ------------------------ -------------------------- =====================
Title of each class of Proposed maximum Proposed maximum Amount of
securities to be registered Amount to be registered offering price per aggregate offering price registration fee
unit (1) (1)
- -------------------------------- ------------------------ ------------------------ --------------------------
- -------------------------------- ------------------------ ------------------------ -------------------------- =====================
<S> <C> <C> <C> <C>
Common Stock ($.01 par value) 250,000 $12.500 $3,125,000.00 $947.00
- -------------------------------- ------------------------ ------------------------ -------------------------- =====================
<FN>
(1) Estimated solely for the purpose of determining the registration
fee. Calculated on the basis of the average of the high and low reported prices
of the Registrant's Common Stock on the American Stock Exchange on May 6, 1997.
</FN>
</TABLE>
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, as amended, or until the Registration Statement shah
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
<PAGE>
AMWEST INSURANCE GROUP, INC.
CROSS REFERENCE SHEET
<TABLE>
<C> <C>
Registration Statement Item Caption in Prospectus
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus Facing Page of Registration Statement;
Cross-Reference Sheet; Outside Front Cover Page
of Prospectus
2. Inside Front and Outside Back Cover
Pages of Prospectus Available Information; Incorporation of Certain
Information by Reference; Table of Contents
3. Risk Factors, Ratio of Earnings to Fixed
Charges, and Other Information The Company; Cover Page of Prospectus; RiskFactors;
Securities Covered by this Prospectus; Table
of Contents
4. Terms of the Transaction Not Applicable
5. Pro Forma Financial Information Not Applicable
6. Material Contacts with the Company
Being Acquired Not Applicable
7. Additional Information Required for
Reoffering by Persons and Parties
Deemed to be Underwriters Not Applicable
8. Interests of Named Experts and Counsel Legal Matters; Experts
9. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities Not Applicable
10. Information with Respect to S-3
Registrants Available Information; Incorporation of Certain
Information by Reference; the Company
11. Incorporation of Certain Information
by Reference Incorporation of Certain Information by Reference;
Description of Capital Stock
12. Information with Respect to S-2 or
S-3 Registrants Not Applicable
13. Incorporation of Certain Information by
Reference Not Applicable
14. Information with Respect to Registrants
Other than S-3 or S-2 Registrants Not Applicable
15. Information with Respect to
S-3 Companies Not Applicable
16. Information with Respect to S-2 or
S-3 Companies Not Applicable
17. Information with Respect to Companies
other than S-3 or S-2 Companies Not Applicable
18. Information if Proxies, Consents or
Authorizations are to be Solicited Not Applicable
19. Information if Proxies, Consents or
Authorizations are not to be Solicited or
in an Exchange Offer Incorporation of Certain Information by Reference
</TABLE>
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to by be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to by nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such
State.
SUBJECT TO COMPLETION, DATED MAY 7, 1997
PROSPECTUS
AMWEST INSURANCE GROUP, INC.
Common Stock
($.01 Par Value)
250,000 Shares
This Prospectus relates to 250,000 shares of common stock, par value
$.01 per share (the "Common Stock"), of Amwest Insurance Group, Inc. ("Amwest"
or the "Company"), that may be issued from time to time in connection with
future business combinations, acquisitions and mergers. In general, the terms of
such combinations, acquisitions and mergers will be determined by direct
negotiations between representatives of the Company and the owners or principal
executives of the companies or other entities to be so combined, acquired or
merged or the assets of which are to be acquired, and the factors taken into
account will include, among other things, the established quality of management,
earning power, cash flow, growth potential, facilities and locations of the
companies or other entities to be acquired or merged, and the market value of
the Common Stock.
The Common Stock is listed on the American Stock Exchange (the "AMEX")
under the symbol "AMW." The last reported sales price per share of the Common
Stock, as quoted on the AMEX on May 6, 1997 was $12 1/2 per share.
See "Risk Factors" on pages 2 to 3 for certain considerations relevant
to an investment in the Common Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE 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 , 1997
<PAGE>
AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-4 (the
"Registration Statement"), File No. 333- , with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Shares covered by this Prospectus. This
Prospectus omits certain information and exhibits included in the Registration
Statement, copies of which may be obtained upon payment of a fee prescribed by
the Commission or may be examined free of charge at the principal office of the
Commission in Washington, D.C.
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 Commission. Such reports, proxy statements and other information filed with
the Commission by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the Commission located at
500 West Madison Street, Room 1400, Chicago, Illinois 60606 and at the Jacob K.
Javits Federal Building, 75 Park Place, New York, New York 10278. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Electronic
filings made through the Electronic Data Gathering, Analysis and Retrieval
System are publicly available through the Commission's web site
(http://www.sec.gov).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are by
this reference incorporated in and made a part of this Prospectus: (i) the
Annual Report on Form 10-K for the fiscal year ended December 31, 1996, File No.
1-09580; (ii) the description of the Company's Common Stock contained in its
Registration Statement on Form 8-A dated May 11, 1989, File No. 1-09580; and
(iii) all documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
filing of a post-effective amendment which indicates that all Securities offered
hereby have been sold or which deregisters all Securities then remaining unsold.
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 or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. Copies of all documents that are
incorporated herein by reference (not including. the exhibits to such documents,
unless such exhibits are specifically incorporated by reference into such
documents or into this Prospectus) will be provided without charge to each
person, including any beneficial owner, to whom this Prospectus is delivered,
upon a written or oral request to Amwest Insurance Group, Inc., Attention:
Steven R. Kay, 6320 Canoga Avenue, Suite 300, Woodland Hills, California 91367,
telephone number (818) 704-1111.
THE COMPANY
The Company is an insurance holding company engaged, through its
wholly-owned subsidiaries, in underwriting surety bonds nationwide, commercial
property and casualty insurance in California and Arizona and personal property
and casualty insurance in Arizona, California and Hawaii. The surety bonds are
underwritten through the Company's 30 branch offices, five of which are located
in California and the balance of which are located in 20 other states. The
Company was incorporated in California in 1970 and reincorporated in Delaware in
1987.
The principal executive offices of Amwest are located at 6320 Canoga
Avenue, Suite 300, Woodland Hills, California 91367, telephone number (818)
704-1111.
RISK FACTORS
The Securities offered hereby are speculative in nature and involve a
high degree of risk. In addition to the other information included elsewhere in
this Prospectus, the following factors should be considered carefully in
evaluating an investment in the Securities offered by this Prospectus.
Dependence on Key Personnel
The success of Amwest is dependent upon several key individuals
including Richard H. Savage, John E. Savage and Guy A. Main whose loss or
unavailability could have a material adverse effect on the Company's financial
condition and results of operations. Amwest has executed an Employment Agreement
with Mr. Main pursuant to which Mr. Main has agreed to devote substantially all
of his time to the business of Amwest. The agreement expires in March, 2000.
<PAGE>
Regulatory Environment
The insurance industry is highly regulated by federal and state law.
Amwest is subject to the rules and regulation of and oversight by the various
Departments of Insurance and other regulatory authorities in the jurisdictions
in which Amwest operates and if Amwest were found to be in violation of any such
regulation, it may have a material adverse effect on the Company's financial
condition and results of operations.
Risks of the Insurance Industry
The profitability of Amwest is subject to many factors, including rate
competition, better capitalized competitors, the severity and frequency of
claims, defaults of reinsurers, interest rates, inflation, general business
conditions, regulatory measures and court decisions that define and expand the
extent of coverage and the amount of compensation due to claimants. The
profitability of Amwest may be adversely affected by such factors.
Investment Risks
The Company's liquid assets are invested primarily in public market
securities, the values of which are subject to fluctuation due to general
economic conditions, perceptions regarding changes in interest rates and other
matters beyond the Company's control. A significant downturn in the value of the
securities in which the Company has invested would have a material adverse
effect on the Company's financial condition.
<PAGE>
SELECTED FINANCIAL INFORMATION
The following selected consolidated financial data are derived from the
Company's consolidated financial statements. Historical results should not be
taken as necessarily indicative of the results that may be expected for any
future period. This consolidated data should be read in conjunction with the
consolidated financial statements and notes thereto contained in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996, incorporated by
reference herein. Certain items in the prior years' consolidated financial
statements have been reclassified to conform to the 1996 presentation. During
fiscal 1996, Amwest completed a merger with Condor Services, Inc. ("Condor") in
transactions accounted for as a pooling of interests. All financial information
has been restated to reflect the combined operations of Condor and Amwest. All
amounts are shown in thousands, except per share data.
<TABLE>
<CAPTION>
Years ended December 31,
1996 1995 1994 1993 1992
------------------------------------------------------------------
Summary of Earnings:
<S> <C> <C> <C> <C> <C>
Net premiums earned $ 87,883 $ 85,170 $ 81,289 $ 72,085 $ 63,543
Underwriting expenses 97,712 89,644 80,960 73,663 62,666
Underwriting income (loss) (9,829) (4,474) 329 (1,578) 877
Net investment income 6,807 7,863 7,337 6,430 7,063
Realized gains (losses) 2,201 2,176 65 2,331 950
Income (loss) before income taxes and
extraordinary item (5,046) 4,498 6,393 4,948 6,322
Provision for income taxes (2,360) 829 1,352 1,001 1,297
Income (loss) before extraordinary item (2,686) 3,669 5,041 3,947 5,025
Extraordinary item - - - (249) -
Net income (loss) $ (2,686) $ 3,669 $ 5,041 $ 3,698 $ 5,025
==================================================================
Per share:
Income (loss) before extraordinary item $ (.80) $ 1.10 $ 1.50 $ 1.20 $ 1.55
Extraordinary item - - - (.08) -
Net income (loss) $ (.80) $ 1.10 $ 1.50 $ 1.12 $ 1.55
==================================================================
Dividends $ 0.44 $ 0.40 $ 0.36 $ 0.28 $ 0.28
==================================================================
Weighted average number of shares outstanding 3,350 3,341 3,350 3,299 3,251
==================================================================
Year End Financial Position:
Total investments $ 120,265 $ 131,014 134,047 131,209 116,539
Total assets 181,418 183,833 186,745 195,856 161,005
Bank indebtedness 12,500 12,500 12,500 12,500 12,264
Total stockholders' equity 49,932 55,075 46,157 48,347 42,184
Average stockholders' equity 52,504 50,616 47,252 45,266 39,973
Return on stockholders' equity (5.12%) 7.25% 10.67% 8.17% 12.57%
Operating Ratios:
Loss & loss adjustment expenses 53.08% 41.41% 35.35% 39.49% 32.86%
Policy acquisition costs 43.66% 44.70% 45.03% 40.13% 43.92%
General operating expenses 14.45% 16.80% 19.21% 19.98% 21.85%
Other operating expenses - 2.35% - 2.59% -
Combined ratios 111.18% 105.25% 99.60% 102.19% 98.62%
</TABLE>
<PAGE>
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Company's Common Stock has been traded on the American Stock
Exchange under the symbol AMW since June 25, 1987 and on the Pacific Stock
Exchange under the symbol AMW since April 21, 1988. The following table sets
forth, for the periods indicated, the high and low sale prices per share as
reported on the American Stock Exchange. This table also sets forth the amount
per share of cash dividends paid by the Company with respect to its Common Stock
for each of the indicated periods.
High Low Dividends
1994:
First Quarter $14 1/2 $12 $.09
Second Quarter 14 1/4 12 1/2 .09
Third Quarter 13 7/8 12 1/8 .09
Fourth Quarter 12 3/8 11 1/8 .09
1995:
First Quarter $15 1/4 $11 3/4 $.10
Second Quarter 15 14 1/8 .10
Third Quarter 15 1/8 14 1/4 .10
Fourth Quarter 18 1/4 14 7/8 .10
1996:
First Quarter $15 3/8 $13 3/8 $.11
Second Quarter 13 7/8 11 3/4 .11
Third Quarter 12 1/2 11 1/2 .11
Fourth Quarter 13 3/4 11 1/4 .11
1997:
First Quarter $13 5/8 $11 3/4 $.11
Second Quarter (through May 5, 1997) 12 5/8 11 5/8 -
As of May 6, 1997, the Company had 3,367,127 shares outstanding, and
approximately 2,000 shareholders of record.
The Company began paying cash dividends in 1986. The Company's ability
to pay cash dividends is subject to certain regulatory and contractual
restrictions. In addition to regulatory and contractual restrictions, the
payment, amount and timing of future dividends by the Company will depend upon
the Company's operating results, overall financial condition, capital
requirements and general business condition, as well as other factors deemed
relevant by the Board of Directors. See Item 7 "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources" and Notes 8 and 10 of Notes to Consolidated Financial
Statements in the Company's 1996 Report on Form 10-K.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of Amwest consists of 10,000,000 shares of
Common Stock, par value $.01 per share, of which 3,367,127 shares were issued
and outstanding, and 1,000,000 shares of Preferred Stock, par value $.01 per
share, none of which are issued or outstanding as of May 6, 1997.
Common Stock
The outstanding shares of Amwest Common Stock are, and the shares to be
issued in connection with this offering will be, validly issued, fully paid and
nonassessable. Holders of Amwest Common Stock are entitled to one vote for each
share held of record on all matters submitted to a vote of the stockholders. The
shares of Amwest Common Stock have cumulative voting rights with respect to the
election of directors. Holders of Common Stock do not have any preemptive rights
or rights to subscribe for additional securities of Amwest. The Amwest Common
Stock is neither redeemable nor convertible into other securities, and there are
no sinking fund provisions. Subject to the preferences applicable to any shares
of Preferred Stock outstanding at the time, holders of Amwest Common Stock are
entitled to dividends if, when and as declared by the Board of Directors from
funds legally available therefore and are entitled, in the event of liquidation,
to share ratably in all assets remaining after payment of liabilities and
Preferred Stock preferences, if any.
<PAGE>
Preferred Stock
There are 1,000,000 shares of Amwest Preferred Stock authorized for
issuance. There are currently no shares of Amwest Preferred Stock outstanding.
Cumulative Voting
Amwest's Certificate of Incorporation includes a provision for
cumulative voting such that, in any election of directors of the corporation, a
holder of any class or series of stock then entitled to vote in such election
shall be entitled to as many votes as shall equal (i) the number of votes which
would be entitled to cash for the election of directors with respect to his
shares of stock multiplied by (ii) the number of directors to be elected in the
election in which his class or series of shares is entitled to vote, and each
stockholder may cast all of such votes for a single director or for any two or
more of them as he may see fit.
Rights Plan
Each outstanding share of Amwest Common Stock is accompanied by a right
to purchase one one-hundredth of a share of Amwest Series A Junior Participating
Preferred Stock, $.01 par value per share ("Series A Preferred Stock"). Each
Right becomes exercisable on the tenth business day after a person or group
(other than Amwest and certain related parties) has acquired or commenced a
tender or exchange offer to acquire 20% or more of Amwest's Common Stock, or
upon consummation of certain mergers, business combinations or sales of Amwest's
assets. If the Rights become exercisable, a holder will be entitled to purchase
in certain cases (i) one-hundredth of a share of Series A Preferred Stock at the
then current exercise price (initially $50), (ii) shares of common stock, $.01
par value, having a market price equal to two times the then current exercise
price, or (iii) in case of a merger, common stock of the acquiring corporation
having a market value equal to two times the then current exercise price.
Amwest is entitled to redeem the Rights at $.01 per Right under certain
circumstances. The rights do not have voting or dividend rights, and cannot be
traded independently from Amwest's Common Stock until such time as they become
exercisable.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company.
SECURITIES COVERED BY THIS PROSPECTUS
The shares of the Common Stock covered by this Prospectus consist of
250,000 shares (the "Shares") which may be issued or delivered from time to time
in connection with future business combinations, mergers and/or acquisitions.
The consideration for such combinations, acquisitions and mergers may consist of
cash, assumption of liabilities, evidences of debt, Common Stock or a
combination thereof. In general, the terms of such combinations, acquisitions
and mergers will be determined by direct negotiations between representatives of
the Company and the owners or principal executives of the companies or other
entities to be so combined, acquired or merged or the assets of which are to be
acquired, and the factors taken into account will include, among other things,
the established quality of management, earning power, cash flow, growth
potential, facilities and locations of the companies or other entities to be
acquired or merged, and the market value of the Common Stock. It is anticipated
that the shares of the Common Stock issued or delivered in connection therewith
will be valued at a price reasonably related to the market value of the Common
Stock either at the time the terms of the combination, acquisition or merger are
tentatively agreed upon, or at or about the time or times such shares are issued
or delivered.
Persons who directly or indirectly control, are controlled by, or are
under common control with, companies or other entities which are acquired by or
merged or combined with the Company may be deemed to be engaged in a
distribution of securities, and therefore underwriters of securities within the
meaning of Section 2(11) of the Securities Act, if such persons offer or sell
any shares of the Common Stock covered by this Prospectus other than in
accordance with the provisions of paragraph (d) of Rule 145 under the Securities
Act or pursuant to an effective registration statement. Rule 145(d) provides
that such persons will not be deemed to be underwriters if (a) among other
things, (i) the Company has complied with certain reporting requirements of the
Exchange Act, (ii) the amounts of such shares sold fall within certain volume
limitations, (iii) such shares are sold only in brokers' transactions within the
meaning of Section 4(4) of the Securities Act or in a manner otherwise permitted
by Rule 144 under the Securities Act, (iv) such persons do not solicit or
arrange for the solicitation of orders to buy such shares in anticipation of or
in connection with the sale thereof, and (v) such persons do not make any
payments in connection with the offer or sale thereof to any persons other than
the brokers executing the orders to sell such shares; (b) such persons are not
affiliates of the Company and have been the beneficial owners of the Common
Stock for at least two years, and the Company has complied with certain
reporting requirements of the Exchange Act; or (c) such persons are not, and
have not been for at least three months, affiliates of the Company and have been
the beneficial owners of the Common Stock for at least three years.
<PAGE>
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Gibson, Dunn & Crutcher LLP, Los Angeles,
California. Jonathan K. Layne, who is a member of the Board of Directors of the
Company, is a partner of Gibson, Dunn & Crutcher LLP.
EXPERTS
The consolidated financial statements of Amwest Insurance Group, Inc.
as of December 31, 1996 and 1995, and for each of the years in the three-year
period ended December 31, 1996, have been incorporated by reference herein and
in the registration statement in reliance upon the report of KPMG Peat Marwick
LLP, independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
<PAGE>
No persons have been authorized
to give any information or make
any representations other than those
contained in this Prospectus in
connection with the offering herein
contained and, if given or made, such
information or representation must
not be relied upon have having been
authorized by the Company or the 250,000 Shares
Purchasers. This Prospectus does not
constitute an offer to sell, or a
solicitation of an offer to buy, the
securities offered hereby in any
jurisdiction to any person to whom it
is unlawful to make an offer or
solicitation. Neither the delivery AMWEST INSURANCE GROUP, INC.
of this Prospectus nor any sale made
hereunder shall, under any
circumstances, create an implication
that there has not been any change in
the facts set forth in this
Prospectus or in the affairs of the Common Stock
Company since the date hereof. ($.01 Par Value)
TABLE OF CONTENTS
Page PROSPECTUS
Available Information 2
Incorporation of Certain
Information by Reference 2
The Company 2
Risk Factors 2
Selected Financial Information 3 , 1997
Price Range of Common Stock
and Dividends 4
Description of Capital Stock 4
Securities Covered by this
Prospectus 5
Legal Matters 6
Experts 6
<PAGE>
II-7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
As permitted by Section 145 of the Delaware General Corporation Law, as
amended, provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at its request in such
capacity in another corporation or business association against expenses
(including attorneys' fees), judgments, finds and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interest of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.
As permitted by Section 145 of the Delaware General Corporation Law,
the Bylaws of the Registrant provide: (i) the Registrant is required to
indemnify its directors, officers and employees and persons serving in such
capacities in other business enterprises (including, for example, subsidiaries
of the Registrant) at the Registrant's request, who are or were a party to, or
is threatened to be made a party to, any threatened, pending or completed
action, suit or proceeding, whether or not by or in the right of the Registrant,
and whether civil, criminal, administrative, investigative or otherwise, to the
fullest extent permitted by Delaware law; (ii) the Registrant shall pay all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement and, in the manner provided by law, any such expenses may be paid by
the Registrant in advance of the final disposition of such action, suit or
proceeding); (iii) the rights conferred in the Bylaws are not exclusive and the
Registrant is authorized to enter into indemnification agreements with any other
person for any such expenses to the fullest extent permitted by law; (iv) the
Registrant may purchase and maintain insurance on behalf of any such person
against any liability which may be asserted against such person; and (v) the
Registrant may not retroactively amend the Bylaw provisions in a way that is
adverse to such directors, officers, employees and agents. The Registrant has
also entered into an agreement with its directors and certain of its officers
indemnifying them to the fullest extent permitted by the foregoing. These
indemnification provisions, and the Indemnification Agreements entered into
between the Registrant and its directors and certain of its officers, may be
sufficiently broad to permit indemnification of the Registrants' officers and
directors for liabilities arising under the Securities Act.
The Registrant's Stock Plan, as amended, provides for indemnification
by the Registrant of any committee member, officer or director administering or
interpreting such plan for actions not undertaken in bad faith or fraud.
Item 21. Exhibits
4.1 Rights Agreement dated as of May 10, 1989 executed by
the Company and Bankers Trust Company of California,
N.A., as rights agent. (Incorporated by reference to
Exhibit 10.1 to the Company's Registration Statement
on Form 8-A dated May 11, 1989).
5.1 Opinion and consent of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in
Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP, independent auditors.
24.1 Power of Attorney (included at page II-3).
<PAGE>
Item 22. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(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 m the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
flied with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities 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
as 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 Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 1 l, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through the
date of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
<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 Woodland
Hills, State of California, on this 7th day of May, 1997.
AMWEST INSURANCE GROUP, INC.
By: /s/ STEVEN R. KAY
Steven R. Kay
Senior Vice President
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John E. Savage and Steven R. Kay, and
each of them, as his or her true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities to sign any or all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he or she might or could do
in person, lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Chairman of the Board and
Co-Chief Executive Officer May 7, 1997
/s/ RICHARD H. SAVAGE (Principal Executive Officer)
- ---------------------------
Richard H. Savage
President, Chief Operating
Officer, Co- Chief Executive
/s/ JOHN E. SAVAGE Officer and Director May 7, 1997
- ---------------------------
John E. Savage
Executive Vice President
/s/ GUY A. MAIN and Director May 7, 1997
- ---------------------------
Guy A. Main
Senior Vice President,
Chief Financial Officer,
Treasurer and Director
(Principal Financial and
/s/ STEVEN R. KAY Principal Accounting Officer) May 7, 1997
- ---------------------------
Steven R. Kay
/s/ THOMAS R. BENNETT Director May 7, 1997
- ---------------------------
Thomas R. Bennett
/s/ BRUCE A. BUNNER Director May 7, 1997
- ---------------------------
Bruce A. Bunner
/s/ EDGAR L. FRASER Director May 7, 1997
- ---------------------------
Edgar L. Fraser
/s/ JONATHAN K. LAYNE Director May 7, 1997
- ---------------------------
Jonathan K. Layne
/s/ ARTHUR F. MELTON Director May 7, 1997
- ---------------------------
Arthur F. Melton
/s/ CHARLES L. SCHULTZ Director May 7, 1997
- ---------------------------
Charles L. Schultz
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Pages
4.1 Rights Agreement dated as of May 10, 1989 executed by
the Company and Bankers Trust Company of California,
N.A., as rights agent. (Incorporated by reference to
Exhibit 10.1 to the Company's Registration Statement
on Form 8-A dated May 11, 1989).
5.1 Opinion and consent of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit
5.1).
23.2 Consent of KPMG Peat Marwick LLP, independent auditors.
24.1 Power of Attorney (included at page II-3).
Exhibit 5.1
May 5, 1997
(213) 229-7000 C 02241-00045
Amwest Insurance Group, Inc.
6320 Canoga Avenue
P.O. Box 4500
Woodland Hills, California 91365-4500
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to Amwest Insurance Group, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the Company's
Registration Statement on Form S-4 (the "Registration Statement"), filed with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), for the registration of the sale by the
Company from time to time of up to 250,000 shares of Common Stock, par value
$.01 per share, of the Company (the "Shares").
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments and have made such inquiries as we have
deemed appropriate for the purpose of rendering this opinion.
We have assumed the genuineness of all signatures, the legal capacity
of natural persons, the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as copies and the authenticity of the originals of such copied documents.
In addition, we have assumed that the number of Shares to be offered and sold
under the Registration Statement will not exceed the number of shares thereof
authorized in the Company's Certificate of Incorporation, less the number of
shares thereof authorized and reserved for issuance and issued and outstanding
on the date on which the Shares are authorized, issued and delivered.
On the basis of and in reliance upon the foregoing examination,
inquiries and assumptions, and such other matters of fact and upon the
examination of such other questions of law as we deem appropriate, and subject
to the assumptions, exceptions, qualifications and limitations contained herein,
we are of the opinion that upon adoption by the Board of Directors of the
Company of a resolution in form and content as required by applicable law, and
upon issuance and delivery of and payment for Shares in the manner contemplated
by the Registration Statement and/or any applicable Prospectus Supplement and by
such resolution, such Shares will be validly issued, fully paid and
nonassessable.
The opinion set forth above is subject to the following assumptions,
qualifications, limitations and exceptions being true and correct at or prior to
the time of the delivery of any of the Shares:
(a) the Board of Directors shall have duly authorized the issuance and
sale of such Shares and such authorization shall not have been modified or
rescinded; and
(b) the Registration Statement shall have been declared effective and
such effectiveness shall not have been terminated or rescinded.
The Company is a Delaware corporation. We are not admitted to practice
in Delaware. However, we are generally familiar with the Delaware General
Corporation Law and have made such review thereof as we consider necessary for
the purpose of this opinion. Subject to the foregoing, this opinion is limited
to Delaware and federal law.
<PAGE>
This opinion may not be quoted in whole or in part without the prior
written consent of this Firm.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement and to the reference to our firm under the
heading "Legal Matters" contained in the Prospectus that is a part thereof. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Act or the General Rules and
Regulations of the Commission.
Very truly yours,
/s/GIBSON, DUNN & CRUTCHER LLP
GIBSON, DUNN & CRUTCHER LLP
Exhibit 23.2
The Board of Directors
Amwest Insurance Group, Inc.
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Los Angeles, California
May 7, 1997
