SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 8, 1995
PIEDMONT MANAGEMENT COMPANY INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-3578 13-2612123
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
80 Maiden Lane, New York, New York 10038
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 363-4650
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
On December 8, 1995, Registrant issued a press release. A copy of
the press release is attached hereto as Exhibit 99.1, which exhibit is
incorporated herein by reference.
Item 7(c). Exhibits.
Exhibit 99.1 -- Press Release of Piedmont Management Company Inc.
SIGNATURE
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 thereunto duly authorized.
PIEDMONT MANAGEMENT COMPANY INC.
By: /s/ Peter Palenzona
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Name: Peter Palenzona
Title: Executive Vice President
December 8, 1995
FOR IMMEDIATE RELEASE
Contact:Peter Palenzona
Chief Financial Officer
(212) 363-4650
Piedmont Management Company Inc.
Stockholders Approve Merger
Special Dividend of Contingent Notes
Spin-off of Lexington Global Asset Managers, Inc.
New York, New York -- December 8, 1995 -- Piedmont Management Company Inc.
(NASDAQ-NMS-
"PMAN") announced today that its stockholders, at a special meeting held on
December 8, 1995, approved the proposed merger of Piedmont with and into
Chartwell Re Corporation pursuant to an Agreement and Plan of Merger dated
as of August 7, 1995. In addition, the insurance regulatory authorities of
the states of Minnesota and New York have also approved the merger. The
merger is subject to the satisfaction of certain other conditions and is
expected to close on December 13, 1995.
Piedmont also announced today that its Board of Directors has declared a
dividend to its stockholders of record at the close of business on December
11, 1995 of $.50 for each share of the Company's Cumulative Preferred Stock.
The Company will also pay to such holders $6.50 per share representing all
accrued and unpaid dividends on such stock through April 15, 1995. Pursuant
to a charter amendment approved by the stockholders at the special meeting,
each share of Cumulative Preferred Stock will be converted into two shares
of Piedmont common stock on December 11, 1995.
The Piedmont Board of Directors has also declared a dividend of Contingent
Interest Notes due 2006 to common stockholders of record at the close of
business on December 11, 1995 (after giving effect to the conversion of the
Cumulative Preferred Stock and Piedmont stock options into common stock).
Under the terms of the Contingent Interest Notes, the actual amount of
contingent interest paid will depend on the outcome of certain
contingencies, the most significant of which is the development over time of
reserves for losses and loss adjustment expenses recorded at Piedmont's
principal insurance subsidiary.
The Board of Directors has also declared a dividend to its common stockholders
of record at the close of business on December 12, 1995 of one share of
common stock, par value $.01 per share, of Lexington Global Asset Managers,
Inc., a wholly-owned subsidiary of Piedmont, for each share of Piedmont
common stock outstanding. The distribution of the Lexington common stock is
expected to occur immediately prior to the merger on December 13, 1995, with
share certificates to be mailed to stockholders promptly thereafter. All of
the shares of Lexington will be distributed to stockholders. The Lexington
common stock has been approved for listing on the NASDAQ National Market under
the symbol LGAM, and trading in the Lexington common stock is expected to
commence on a when issued basis after the distribution. The distribution is
subject to certain conditions, including, among others, satisfaction of the
conditions to the merger of the Company with and into Chartwell. Lexington
offers a variety of asset management related services to retail investors,
institutions and high net worth individuals.
END
