As filed with the Securities and Exchange Commission on December 13, 1999
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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
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Date of Report (Date of earliest event reported): December 10, 1999
CHANDLER INSURANCE COMPANY, LTD.
(Exact name of registrant as specified in its charter)
Cayman Islands
(State or jurisdiction of incorporation)
0-15286 N/A
(Commission File Number) (IRS Employer Identification No.)
5th Floor Anderson Square
P.O. Box 1854
Grand Cayman, Cayman Islands B.W.I. N/A
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (345) 949-8177
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Item 5. Other Events
On December 10, 1999, Chandler Insurance Company, Ltd. ("Chandler"
or the "Company") announced that on December 9, 1999 it acquired
517,500 shares of its own stock in exchange for payment of
$5,099,133 (or $9.85 per share) to CenTra, Inc. The purchase
partially implements orders entered by Nebraska and Oklahoma
Federal Courts which provide for Chandler to repurchase all
Chandler shares owned or controlled by CenTra, Inc. and certain of
its affiliates ("CenTra"). CenTra's shares represent approximately
45.1% of Chandler's 6,941,708 shares outstanding before the
acquisition of these 517,500 shares. When the shares are formally
transferred, they will be cancelled. Based on an April 22, 1997
judgment by the Oklahoma Federal Court, Chandler previously recorded
the return of the 517,500 shares as a decrease to shareholders'
equity during the first quarter of 1997.
The Nebraska Federal Court ("Nebraska Court") adopted a proposal made
by a Chandler subsidiary, National American Insurance Company
("NAICO") and ordered CenTra and its affiliates to divest all shares
they own or control under a plan proposed by NAICO providing for the
repurchase of the shares by Chandler at CenTra's original purchase
price for specifically identified blocks of shares. In addition to
the 517,500 shares repurchased on December 9, 1999, there are three
additional blocks of Chandler shares that comprise the shares to be
reacquired. The Nebraska Court entered an order on December 8, 1999
determining the price for two of these blocks of shares and ordering
CenTra to deliver the shares to Chandler upon payment of $9,928,312
by Chandler for 1,441,700 shares ($6.89 per share) and $177,313 for
30,000 shares ($5.91 per share). Chandler intends to comply with the
order by December 18,1999 as required by the Nebraska Court. All
repurchased shares will be cancelled upon actual transfer to
Chandler. The repurchase of these two blocks of shares will reduce
shareholders' equity by approximately $10.1 million, and will reduce
the number of outstanding shares of Chandler by 1,471,700 shares.
CenTra may appeal the Nebraska Court's order.
A third share block owned by CenTra and affiliates consisting of
1,142,625 shares will be divested following a ruling on an appeal of
a judgment entered by an Oklahoma Federal Court in April 1997. That
judgment requires CenTra to transfer the shares to Chandler in
exchange for payment of $6,882,500. Following the conclusion of the
appeal, the Nebraska Federal Court will determine the method of
divestiture of these shares.
Full implementation of NAICO's divestiture plan will result in the
repurchase and cancellation of 3,131,825 shares and will reduce the
total number of shares outstanding from 6,941,708 before the first
repurchase to 3,809,883 following completion of all phases of the
plan.
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Cautionary Statement
Some of the statements made in this Form 8-K report, as well as
statements made by the Company in periodic press releases, oral
statements made by the Company's officials to analysts and
shareholders in the course of presentations about the Company and
conference calls following earnings releases, constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors such as subsequent court rulings or other developments in
the ongoing litigation described above.
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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.
Date: December 13, 1999 CHANDLER INSURANCE COMPANY, LTD.
By: /s/ W. Brent LaGere
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W. Brent LaGere
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
