As filed with the Securities and Exchange Commission on June 30,2000
==============================================================================
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 5, 2000
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
===============================================================================
<PAGE>
PAGE 1
Item 5. OTHER EVENTS
------------
On June 30, 2000, Chandler Insurance Company, Ltd. issued the
following news release:
CHANDLER INSURANCE REPORTS LAWSUITS
GRAND CAYMAN, Cayman Islands - June 30, 2000 - Chandler Insurance Company,
Ltd., (Nasdaq: CHANF), said today that three civil lawsuits were filed
against Chandler Insurance Company, Ltd. (Chandler or the Company), Chandler
(U.S.A.), Inc. (an indirect subsidiary of Chandler), and all of Chandler's
directors on June 5 and 6, 2000. The lawsuits were filed on behalf of three
different plaintiffs in state district court in Oklahoma City, Oklahoma by
the same law firm. The suits allege that plans announced on June 1, 2000 by
Brent LaGere, Chandler's Chairman of the Board and Chief Executive Officer,
to take Chandler private are detrimental to the public shareholders. The
suits also request that they be certified as class actions and that the court
enter a temporary restraining order to prevent completion of the announced
plan. The suits also allege that all defendants have breached and are
breaching fiduciary duties owed to the plaintiffs and other shareholders.
On June 12, 2000 CenTra, Inc. and certain of its affiliates (CenTra) made
similar allegations in an already pending lawsuit involving a court-ordered
divestiture of Chandler shares owned by CenTra. CenTra requested that the
court enjoin and restrain LaGere and others from completing the announced
plans. The U.S. District Judge for the District of Nebraska hearing the case
took the CenTra request under advisement following oral argument in which
National American Insurance Company (NAICO), an indirect subsidiary of
Chandler, participated on June 27, 2000. Neither Chandler nor Chandler's
directors are parties to that case. On that same day, CenTra filed a similar
request in an already pending case in the U.S. District Court for the Western
District of Oklahoma. No hearing has been scheduled in that case.
Chandler has not responded to the allegations of the suits or the motions
filed by CenTra. "Chandler and its subsidiary, Chandler (U.S.A.), Inc., will
respond to the allegations in a timely manner," said Pat Gilmore, General
Counsel to Chandler's U.S. based subsidiaries.
According to Gilmore, Chandler's board of directors appointed a three member
special committee of independent directors on June 5, 2000 to review any
proposal submitted in connection with the announced plan. "The Committee has
not received a formal proposal for going private, but they have met and are
in the process of identifying and retaining an investment banking firm at
this time. The Committee, Mr. LaGere and Chandler's other directors are
aware of the lawsuits and other filings and I am sure they are carefully
considering the impact, if any, upon the announced plans," Gilmore said.
<PAGE>
PAGE 2
NAICO, an Oklahoma based insurer, principally writes property-casualty
insurance and surety bonds for political subdivisions and businesses,
including contractors, manufacturers, retailers, wholesalers and various
service industries. Chandler (U.S.A.), Inc. is NAICO's direct parent and is
headquartered in Chandler, Oklahoma.
CAUTIONARY STATEMENT
Some of the statements made in this News Release, 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
that may cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. Such
factors include, among other things, (i) general economic and business
conditions; (ii) interest rate changes; (iii) competition and regulatory
environment in which the Company operates; (iv) claims frequency; (v) claims
severity; (vi) the number of new and renewal policy applications submitted by
the Company's agents; (vii) the ability of the Company to obtain adequate
reinsurance in amounts and at rates that will not adversely affect its
competitive position; (viii) NAICO's ability to maintain favorable insurance
company ratings; (ix) the ability of the Company and its third party
providers, agents and reinsurers to adequately address year 2000 issues; and
(x) other factors including ongoing litigation matters involving a
significant concentration of ownership of common stock.
<PAGE>
PAGE 3
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.
CHANDLER INSURANCE COMPANY, LTD.
Date: June 30, 2000 By: /s/ Mark C. Hart
----------------------------------
Mark C. Hart
Vice President - Accounting and
Treasurer
(Principal Accounting Officer)
