As filed with the Securities and Exchange Commission on August 19, 1998
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------
AMWEST INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-2672141
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
5230 Las Virgenes Road
Calabasas, California 91302
(818) 871-2000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
----------------------------
AMWEST INSURANCE GROUP INC. 1998 STOCK INCENTIVE PLAN
----------------------------
John E. Savage
President, Chief Operating Officer and Co-Chief Executive Officer
Amwest Insurance Group, Inc.
5230 Las Virgenes Road
Calabasas, California 91302
(818) 871-2000
(Name, address, including zip code, and telephone number, including area
code, of agent for service of process)
----
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of Each Proposed
Class of Proposed Maximum Maximum Amount of
Securities to Amount to be Offering Price Per Aggregate Registration
be Registered Registered Security(2) Offering Fee(2)
Price(2)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Common Stock, 250,000 $13.500 $3,375,000 $995.63
par value
$0.01 per share(1)
- --------------------------------------------------------------------------------
(1) Includes Preferred Stock Purchase Rights ("Rights") issuable pursuant
to that certain Rights Agreement dated May 10, 1989, which Rights are
related to shares of Common Stock (including shares registered
hereunder) in the ratio of one Right to one share.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
prices of the Common Stock of Amwest Insurance Group, Inc. quoted on
the American Stock Exchange, Inc. on August 17, 1998.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
*Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with the Note to Part
I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998;
(c) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
the end of the fiscal year covered by the registrant document referred to in (a)
above;
(d) The description of the Company's Common Stock which is
contained in the Company's Registration Statement on Form S-1 filed with the
Commission on May 19, 1988 (File No. 33-9911), together with any amendment or
report filed with the Commission for the purpose of updating such description;
and
(e) The description of the Company's Preferred Stock Purchase
Rights which is contained in the Company's Registration Statement on Form 8-A
dated May 11, 1989, including any amendment or report filed with the Commission
for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Copies of these documents will
not be filed with this Registration Statement. Any statement contained herein or
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that such statement is modified or superseded by a
subsequently filed document which also is or is deemed to be incorporated by
reference herein. Any such statement so modified or superseded shall not be
deemed to constitute a part of this Registration Statement except as so modified
or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Jonathan K. Layne, a partner in the Los Angeles office of
Gibson, Dunn & Crutcher LLP, counsel to the Company, has been a director of the
Company since June 1989, and beneficially owned 13,860 shares of the Company's
Common Stock as of April 10, 1998, the record date for the Company's 1998 Annual
Meeting of Stockholders.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the
"DGCL") makes provision for the indemnification of officers and directors in
terms sufficiently broad to indemnify officers and directors of the Company
under certain circumstances from liabilities (including reimbursement for
expenses incurred) arising under the Securities Act. The Company's Certificate
of Incorporation and Bylaws and the indemnification agreements between the
Company and its officers and directors provide, in effect, that, to the fullest
extent and under the circumstances permitted by Section 145 of the DGCL, the
Company will 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 a director or officer of the Company or is or was serving at the
request of the Company as a director or officer of another corporation or
enterprise. The Company may, in its discretion, similarly indemnify its
employees and agents. The Company's Certificate of Incorporation relieves its
directors from monetary damages to the Company or its stockholders for breach of
such director's fiduciary duty as directors to the fullest extent permitted by
the DGCL. Under Section 102(b)(7) of the DGCL, a corporation may relieve its
directors from personal liability to such corporation or its stockholders for
monetary damages for any breach of their fiduciary duty as directors except (i)
for a breach of the duty of loyalty, (ii) for failure to act in good faith,
(iii) for intentional misconduct or knowing violation of law, (iv) for willful
or negligent violation of certain provisions in the DGCL imposing certain
requirements with respect to stock repurchases, redemption and dividends, or (v)
for any transactions from which the director derived an improper personal
benefit. Depending upon the character of the proceeding, under Delaware law, the
Company may indemnify against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred in
connection with any action, suit or proceeding if the person indemnified acted
in good faith and in a matter he or she reasonably believed to be in or not
opposed to the best interest of the Company, and, with respect to any criminal
action or proceeding, had no cause to believe his or her conduct was unlawful.
To the extent that a director or officer of the Company has been successful in
the defense of any action, suit or proceeding referred to above, the Company
will be obligated to indemnify him or her against expenses (including attorneys'
fees) actually and reasonably incurred in connection therewith.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Amwest Insurance Group, Inc. 1998 Stock Incentive Plan.
4.2 Restated Certificate of Incorporation of the Company
as amended to date (incorporated by reference to Exhibit
3(3)(a) to the Company's Registration Statement on Form 8-B
(Registration No. 1-9580)).
4.3 Amended and Restated Bylaws of the Company (incorporated
by reference to the Company's Registration Statement on Form
S-3 (Registration No. 33-55143)).
4.4 Preferred Stock Purchase Rights Plan (incorporated by
reference to the Company's Registration Statement on Form
8-A filed May 12, 1989 (Registration No. 1-9580)).
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in
Exhibit 5.1).
24.1 Power of Attorney (included on page 5 hereto).
Item 9. Undertakings.
(a) 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;
(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. 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 and of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective registration statement.
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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.
(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.
(b) 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.
(c) 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 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 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
Securities Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Calabasas, State of California, on this 18th day
of August, 1998.
AMWEST INSURANCE GROUP, INC.
By: /s/ John E. Savage
John E. Savage
President, Chief Operating Officer
and Co-Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to
this Registration Statement appears below hereby constitutes and appoints
Richard H. Savage, John E. Savage, Guy A. Main, Steven R. Kay and Neil F. Pont,
and each or any of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and 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 attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or his substitute or their
substitutes, may 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 their
capacities and on the dates indicated.
Signature Title Date
/s/ Richard H. Savage Chairman of the Board, President August 18, 1998
- -------------------------- and Co-Chief Executive Officer
Richard H. Savage (PrincipalExecutive Officer)
/s/ John E. Savage President, Chief Operating August 18, 1998
- -------------------------- Officer, Co-Chief Executive
John E. Savage Officer and Director
/s/ Guy A. Main Executive Vice President and August 18, 1998
- -------------------------- Director
Guy A. Main
/s/ Steven R. Kay Senior Vice President, Chief August 18, 1998
- -------------------------- Financial Officer, Treasurer and
Steven R. Kay Director(Principal Financial and
Accounting Officer)
/s/ Neil F. Pont Senior Vice President and Director August 18, 1998
- --------------------------
Neil F. Pont
/s/ Arthur F. Melton Director August 18, 1998
- --------------------------
Arthur F. Melton
/s/ Thomas R. Bennett Director August 18, 1998
- --------------------------
Thomas R. Bennett
/s/ Bruce A. Bunner Director August 18, 1998
- --------------------------
Bruce A. Bunner
/s/ Robert W. Kleinschmidt Director August 18, 1998
- --------------------------
Robert W. Kleinschmidt
/s/ Jonathan K. Layne Director August 18, 1998
- --------------------------
Jonathan K. Layne
/s/ Roland D. Miller Director August 18, 1998
- --------------------------
Roland D. Miller
/s/ Charles L. Schultz Director August 18, 1998
- --------------------------
Charles L. Schultz
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4.1 Amwest Insurance Group, Inc. 1998 Stock Incentive Plan.
4.2 Certificate of Incorporation of the Company as amended
(incorporated by reference to Exhibit 3(3)(a) to the
Company's Registration Statement on Form 8-B (Registration
No. 1-9580)).
4.3 Amended and Restated Bylaws of the Company
(incorporated by reference to the Company's Registration
Statement on Form S-3 (Registration No. 33-55143)).
4.4 Preferred Stock Purchase Rights Plan (incorporated by
reference to the Company's Registration Statement on
Form 8-A filed May 12, 1989).
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in
Exhibit 5.1).
24.1 Power of Attorney (included on page 5 hereto).
EXHIBIT 4.1
AMWEST INSURANCE GROUP, INC.
1998 STOCK INCENTIVE PLAN
Section 1. Purpose of Plan
The purpose of this 1998 Stock Incentive Plan (this "Plan") of Amwest
Insurance Group, Inc., a Delaware corporation (the "Company"), is to enable the
Company to attract, retain and motivate its employees and consultants in the
Company, and to enable the Company to attract, retain and motivate its
non-employee directors and further align their interest with those of the
stockholders of the Company by providing for or increasing the proprietary
interest of such directors in the Company.
Section 2. Eligible Persons
Each of the following persons (each, a "Participant") shall be eligible
to be considered for the grant of Awards (as hereinafter defined) hereunder: (a)
any employee of the Company or any of its subsidiaries or affiliates, including
any director who is also such an employee, (b) any consultant of the Company or
any of its subsidiaries or affiliates or (c) any director of the Company who is
not an employee of the Company (a "Non-Employee Director").
Section 3. Awards
(a) The Committee (as hereinafter defined), on behalf of the Company,
is authorized under this Plan to enter into any type of arrangement with a
Participant that is not inconsistent with the provisions of this Plan and that,
by its terms, involves or might involve the issuance of (i) shares of common
stock, par value $.01 per share ("Common Stock"), of the Company or of any other
class of security of the Company that is convertible into shares of Common Stock
("Shares") or (ii) a right or interest with an exercise or conversion privilege
at a price related to the Shares or with a value derived from the value of the
Shares, which right or interest may, but need not, constitute a Derivative
Security (as such term is defined in Rule 16a-1 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as such rule may be
amended from time to time). The entering into of any such arrangement is
referred to herein as the "grant" of an "Award."
(b) Awards are not restricted to any specified form or structure and
may include, without limitation, sales or bonuses of stock, restricted stock,
stock options, reload stock options, stock purchase warrants, other rights to
acquire stock, securities convertible into or redeemable for stock, stock
appreciation rights, limited stock appreciation rights, phantom stock, dividend
equivalents, performance units or performance shares, and an Award may consist
of one such security or benefit or two or more of them in tandem or in the
alternative.
(c) Subject to paragraph (d)(ii) below, Awards may be issued, and
Shares may be issued pursuant to an Award, for any lawful consideration as
determined by the Committee, including, without limitation, services rendered by
the recipient of such Award.
(d) Subject to the provisions of this Plan, the Committee, in its sole
and absolute discretion, shall determine all of the terms and conditions of each
Award granted under this Plan, which terms and conditions may, but need not,
include, among other things:
(i) a provision permitting the recipient of such Award,
including any recipient who is a director or officer of the Company, to pay the
purchase price of the Shares or other property issuable pursuant to such Award,
and/or any tax withholding obligation with respect to such issuance, in whole or
in part, by any one or more of the following:
(A) the delivery of cash;
(B) the delivery of the other property deemed
acceptable by the Committee;
(C) the delivery of previously owned shares of
capital stock of the Company (including
"pyramiding") or other property; or
(D) a reduction in the amount of Shares or other
property otherwise issuable pursuant
to such Award;
(ii) a provision specifying the exercise or settlement price
for any option, stock appreciation right or similar Award, or specifying the
method by which such price is determined; provided, that the exercise or
settlement price of any option, stock appreciation right or similar Award that
is intended to qualify as performance-based compensation ("Performance-Based
Compensation") for purposes of Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"), shall be not less that the fair market value of a
Share on the date such Award is granted;
(iii) a provision relating to the exercisability and/or
vesting of Awards, lapse and non-lapse restrictions upon the Shares obtained or
obtainable under Awards or under the Plan and the termination, expiration and/or
forfeiture of Awards;
(iv) a provision conditioning or accelerating the receipt of
benefits pursuant to such Award, either automatically or in the discretion of
the Committee, upon the occurrence of specified events, including without
limitation, a change of control of the Company (as defined by the Committee), an
acquisition of a specified percentage of the voting power of the Company, the
dissolution or liquidation of the Company, a sale of substantially all of the
property and assets of the Company or an event of the type described in Section
7 hereof;
(v) a provision required in order for such Award to qualify
(A) as an incentive stock option (an "Incentive Stock Option") under Section 422
of the Code; provided, however that no Award issued to any consultant or any
Non-Employee Director may qualify as an Incentive Stock Option, (B) as
"performance based compensation" under Section 162(m) of the Code and/or (C) for
an exemption for Section 16 of the Exchange Act; and/or
(vi) a provision restricting the transferability of Awards or
Shares issued under Awards.
Section 4. Stock Subject to Plan
(a) The aggregate number of Shares that may be issued pursuant to all
Incentive Stock Options granted under this Plan shall not exceed 250,000,
subject to adjustment as provided in Section 7 hereof.
(b) At any time, the aggregate number of Shares issued pursuant to all
Awards (including all Incentive Stock Options) granted under this Plan shall not
exceed 250,000, subject to adjustment as provided in Section 7 hereof.
(c) For purposes of Section 4(b) hereof, the aggregate number of Shares
issued and issuable pursuant to Awards granted under this Plan shall at any time
be deemed to be equal to the sum of the following:
(i) the number of Shares that were issued prior to such time
pursuant to Awards granted under this Plan, other than Shares that were
subsequently reacquired by the Company pursuant to the terms and conditions of
such Awards and with respect to which the holder thereof received no benefits of
ownership such as dividends; plus
(ii) the number of Shares that were otherwise issuable prior
to such time pursuant to Awards granted under the Plan, but that were withheld
by the Company as payment of the purchase price of the Shares issued pursuant to
such Awards or as payment of the recipient's tax withholding obligation with
respect to such issuance; plus
(iii) the maximum number of Shares that are or may be issuable
at or after such time pursuant to Awards granted or to be granted under this
Plan prior to such time.
(d) Subject to adjustment as provided in Section 7 hereof, the
aggregate number of Shares subject to Awards granted during any calendar year to
any one Participant (including the number of Shares involved in Awards having a
value derived from the value of Shares) shall not exceed 25,000 Shares.
Section 5. Duration of Plan
No Awards shall be made under this Plan after April 13, 2008. Although
Shares may be issued after April 12, 2008 pursuant to Awards made on or prior to
such date, no Shares shall be issued under this Plan after April 11, 2018.
Section 6. Administration of Plan
(a) This Plan shall be administered by a committee (the "Committee") of
the Board of Directors of the Company (the "Board") consisting of two or more
directors, each of whom is a "Non-Employee Director" (as such term is defined in
Rule 16b-3 promulgated under the Exchange Act, as such Rule may be amended from
time to time) and, with respect to grants of and other determinations affecting
Awards intended to qualify as Performance-Based Compensation, is an "outside
director" within the meaning of Section 162(m) of the Code. Notwithstanding the
foregoing, however, prior to the registration of the Shares under Section 12 of
the Exchange Act, this Plan may in the absence of action by the Committee, be
administered by the entire Board (subject to any limitations contained in Rule
16b-3 or otherwise), with respect to any Award not intended to qualify as
Performance-Based Compensation.
(b) Subject to the provisions of this Plan, the Committee shall be
authorized and empowered to do all things necessary or desirable in connection
with the administration of this Plan, including without limitation, the
following:
(i) adopt, amend and rescind rules and regulations relating to this
Plan;
(ii) determine which persons are Participants and to which of
Participants, if any, Awards shall be granted hereunder;
(iii) grant Awards to Participants and determine the terms and
conditions thereof, including the number of Shares issuable
pursuant thereto;
(iv) determine whether, and the extent to which adjustments are
required pursuant to Section 7 thereof; and
(v) interpret and construe this Plan and the terms and
conditions of any Award granted hereunder.
Section 7. Adjustments
If the outstanding securities of the class then subject to this Plan
are increased, decreased or exchanged for or converted into cash, property or a
different number or kind of securities, or if cash, property or securities are
distributed in respect of such outstanding securities, in either case as a
result of a reorganization, merger, consolidation, recapitalization,
restructuring, reclassification, dividend (other than a regular, quarterly cash
dividend) or other distribution, stock split, reverse stock split or the like,
or if substantially all of the property and assets of the Company are sold,
then, unless the terms of such transaction shall provide otherwise, the
Committee shall make appropriate and proportionate adjustments in (a) the number
and type of shares or other securities or cash or other property that may be
acquired pursuant to Incentive Stock Options and other Awards theretofore
granted under this Plan, (b) the maximum number and type of shares or other
securities that may be issued pursuant to Incentive Stock Options and other
Awards thereafter granted under this Plan, and (c) the maximum number of Shares
for which options may be granted to any participant during any one calendar
year; provided, however, that no adjustment shall be made to the number of
Shares that may be acquired pursuant to outstanding Incentive Stock Options or
the maximum number of Shares with respect to which Incentive Stock Options may
be granted under this Plan to the extent such adjustment would result in such
options being treated as other than Incentive Stock Options; provided further
that no such adjustment shall be made to the extent the Committee determines
that such adjustment would result in the disallowance of a federal income tax
deduction for compensation attributable to Awards hereunder by causing such
compensation to be other than Performance-Based Compensation.
Section 8. Amendment and Termination of Plan
The Board may amend or terminate this Plan at any time and in any
manner, subject to the following limitations:
(a) No such amendment or termination shall deprive the recipient of any
Award theretofore granted under this Plan, without the consent of such
recipient, of any of his or her rights thereunder or with respect thereto;
(b) If an amendment to the Plan would (i) increase the maximum number
of Shares that may be issued pursuant to (A) all Awards granted under this Plan,
(B) all Incentive Stock Options granted under this Plan and (C) Awards granted
under this Plan during any calendar year to any one Participant, (ii) change the
class of persons eligible to receive Awards under the Plan, (iii) otherwise
materially increase the benefits hereunder accruing to participants who are
subject to Section 16 of the Exchange Act in a manner not specifically
contemplated herein or (iv) affect the Plan's compliance with Rule 16-b3 or
applicable provisions of the Code, as amended from time to time, the amendment
shall be approved by the Company's stockholders to the extent required to comply
with Rule 16b-3, Sections 422 and 162(m) of the Code, and other applicable
provisions of or rules under the Code, as amended from time to time; and
(c) Section 4 hereof shall not be amended more than once every six
months, other than to comport with changes in the Code, the Employment
Retirement Income Security Act, or the rules and regulations thereunder.
Section 9. Effective Date of Plan
This Plan shall be effective as of April 13, 1998, the date upon which
it was approved by the Board; provided, however, that no Shares may be issued
under this Plan until it has been approved, directly or indirectly by the
affirmative votes of the holders of a majority of the securities of the Company
present, or represented, and entitles to vote at a meeting duly held or, or, in
lieu thereof, by action by written consent, in accordance with the laws of the
State of Delaware.
Section 10. Compliance with Other Laws and Regulations
This Plan, the grant and exercise of Awards thereunder, and the
obligation of the Company to sell and deliver Shares under such Awards, shall be
subject to all applicable federal and state laws, rules and regulations and to
such approvals by any governmental or regulatory agency as may be required. The
Company shall not be required to issue or deliver any certificates for shares of
Common Stock prior to the completion of any registration or qualification of
such shares under any federal or state law or issuance of any ruling or
regulation of any government body which the Company shall, in its sole
discretion, determine to be necessary or advisable.
Section 11. No Right to Company Employment
Nothing in this Plan or as a result of any Award granted pursuant to
this Plan shall confer on an individual any right to continue in the employ of
the Company or any of its subsidiaries or affiliates or interfere in any way
with the right of the Company (or its subsidiaries or affiliates, as applicable)
to terminate an individual's employment at any time. The agreement evidencing an
Award may contain such provisions as the Committee may approve with respect to
the effect of approved leaves of absence.
Section 12. Liability of Company
The Company and any affiliate which is in existence or hereafter comes
into existence shall not be liable to a Participant or other persons as to:
(a) The Non-Issuance of Shares. The non-issuance or sales of Shares as
to which the Company has been unable to obtain from any regulatory body having
jurisdiction the authority deemed by the Company's counsel to be necessary to
the lawful issuance and sale of any Shares hereunder; and
(b) Tax Consequences. Any tax consequence expected, but not realized,
by any Participant or other person due to the issuance, exercise, settlement,
cancellation or other transaction involving any Award granted hereunder.
Section 13. Governing Law
This Plan and any Awards and agreements hereunder shall be interpreted
and construed in accordance with the laws of the State of Delaware and
applicable federal law.
<PAGE>
IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the
foregoing by the Board, Amwest Insurance Group, Inc. has caused the presents to
be duly executed in its name and in its name and behalf by its proper officers
thereunto duly authorized as of this 13th day of April, 1998.
AMWEST INSURANCE GROUP, INC.
By: /s/ Richard H. Savage
Richard H. Savage
Chairman of the Board and
Co-Chief Executive Officer
ATTEST:
By: /s/ Richard H. Busch
--------------------
Richard H. Busch
Secretary
EXHIBIT 5.1
[GIBSON, DUNN & CRUTCHER LLP LETTERHEAD]
August 17, 1998
Amwest Insurance Group, Inc.
5230 Los Virgenes Road
Calabasas, California 91302
Re: Amwest Insurance Group, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
As special counsel to Amwest Insurance Group, Inc., a Delaware
corporation ("Amwest"), we are familiar with the activities of Amwest and its
corporate records. We have participated in the authorization and preparation of
the Amwest Insurance Group, Inc. 1998 Stock Incentive Plan (the "Plan") and the
Registration Statement on Form S-8 (the "Registration Statement") being filed by
Amwest under the Securities Act of 1933, as amended, for the purpose of
registering 250,000 shares of common stock, par value $0.01 per share, of Amwest
for use in connection with the Plan (the "Shares").
On the basis of our knowledge of Amwest's activities and its corporate
records, we are of the opinion that the Shares will be legally issued, fully
paid and nonassessable when issued and paid for in accordance with the Plan.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Sincerely,
/s/ Gibson, Dunn & Crutcher LLP
GIBSON, DUNN & CRUTCHER LLP
EXHIBIT 23.1
ACCOUNTANTS' CONSENT
Board of Directors
Amwest Insurance Group, Inc.:
We consent to the use of our reports incorporated herein by reference.
KPMG PEAT MARWICK LLP
Los Angeles, California
August 17, 1998
