<PAGE> 1
================================================================================
UNITED STATES
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: August 15, 1997
INTERCARGO CORPORATION
(Exact name of registrant as specified in charter)
DELAWARE 0-16748 36-3414667
-------- ------- ----------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1450 American Lane, 20th Floor, Schaumburg, Illinois 60173
(Address of principal executive offices)
Registrant's telephone number, including area code: (847) 517-2990
================================================================================
<PAGE> 2
Item 2. Acquisition or Disposition of Assets
The Company intends to offer and sell all of its common shares of Kingsway
Financial Services, Inc. The Kingsway shares will be included in a
combination primary and secondary offering registered in Canada under which
Kingsway will be selling shares of common stock for its own account. The
Kingsway shares will not be, and have not been, registered under the U.S.
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements
of that Act. The Company currently holds 4,180,000 Kingsway common shares, of
which approximately 4,090,000 are expected to be sold in the offering. The net
proceeds to the Company will be used to repay the principal balance of the
Company's bank line of credit and for business development purposes and to
provide working capital to the Company. The securities offering is expected to
be completed by the end of August 1997.
FORWARD LOOKING STATEMENTS
This statement includes forward-looking information as that term is defined in
the Private Securities Litigation Reform Act of 1995 and is therefore subject
to certain risks and uncertainties. There can be no assurance that actual
results, business conditions, business developments, losses and contingencies
and local and foreign factors will not differ materially from that suggested
in the forward looking statements as a result of various factors including
market conditions, competition, reinsurance availability, foreign affairs, and
natural disasters.
<PAGE> 3
SIGNATURES
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.
INTERCARGO CORPORATION
BY: /s/ Michael L. Rybak
-------------------------------
Michael L. Rybak
Chief Financial Officer
and Vice President
Dated: August 15, 1997
