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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: February 17, 1999
INTERCARGO CORPORATION
(Exact name of registrant as specified in charter)
DELAWARE 0-16748 36-3414667
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(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
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Item 5. Other Events
On February 17, 1999, certain purported stockholders of Intercargo Corporation,
a Delaware corporation ("Intercargo"), filed a lawsuit in the Court of Chancery
in New Castle County, Delaware against Intercargo and Intercargo's directors,
seeking class action status and claiming, among other things, that Intercargo's
directors breached their fiduciary duties to Intercargo's stockholders in
approving the previously announced definitive agreement to merge ("Merger")
between Intercargo and a subsidiary of XL Capital Ltd., a Cayman Islands
corporation ("XL"), and that they failed to adequately explore alternative
transactions and maximize shareholder value. The lawsuit requests, among other
things, injunctive relief and payment of damages to the class members.
Intercargo believes that the lawsuit is without merit and intends to contest the
lawsuit vigorously.
The Merger, announced on December 2, 1998, is subject to customary closing
conditions, including the approval by the stockholders of Intercargo.
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.
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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
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Michael L. Rybak
Chief Financial Officer
and Vice President
Dated: February 24, 1999
