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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
Date of Report: December 3, 1998
(Date of earliest event reported)
FIRSTMARK CORP.
(Exact Name of Registrant as Specified in its Charter)
Maine 0-20806 01-0389195
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
P.O. Box 1398
Richmond, Virginia 23218
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(804) 648-6000
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Item 5. Other Events.
The press release issued by the Registrant on December 3, 1998 and the
joint press release issued by the Registrant and Old Guard Group, Inc. on
December 3, 1998 are attached hereto as Exhibits 99.1 and 99.2 and are
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Press release issued by the Registrant on December
3, 1998.
99.2 Joint press release issued by the Registrant and
Old Guard Group, Inc. on December 3, 1998.
-2-
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
FIRSTMARK CORP.
(Registrant)
Date: December 7, 1998 By: /s/ Ronald C. Britt
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Ronald C. Britt
Chief Financial Officer
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Exhibit Index
Exhibit
Number Document
99.1 Press release issued by the Registrant on December 3, 1998.
99.2 Joint press release issued by the Registrant and Old Guard
Group, Inc. on December 3, 1998.
Exhibit 99.1
Firstmark Corp. Announces Plan to Sell Insurance Subsidiary to Old Guard Group,
Inc.
RICHMOND, Va., Dec. 3 /PRNewswire/ -- Firstmark Corp. (Nasdaq: FIRM) announced
today that it has reached a definitive agreement to sell all of the stock of its
principal subsidiary Southern Title Insurance Corp. (STIC) and related corporate
entities to Old Guard Group, Inc. (Nasdaq: OGGI), the Lancaster, Penn.-based
insurance company.
Under the terms of the agreement, unanimously approved by the boards of
directors of both companies, Old Guard will acquire the stock of STIC as well as
related corporate entities and operations in a transaction valued at
approximately $8 million, of which $6.75 million will be paid in cash at
closing, with the balance to be paid subject to an earnout over a three year
period. The transaction is subject to regulatory and shareholder approval and is
expected to close during the first quarter of 1999.
Donald V. Cruickshanks, president and chief executive officer of both Firstmark
Corp. and STIC, will continue to head STIC operations upon completion of the
transaction. STIC will become an operating unit within the Old Guard family of
insurance companies.
Commenting on the planned sale of STIC, Cruickshanks, who will also continue to
serve as president of Firstmark said: "The proceeds from this planned
transaction will significantly enhance the liquidity and overall financial
strength of Firstmark Corp., and it will enable the company to expand
opportunities going forward."
Firstmark Corp., founded in 1982, is a publicly-held Maine company with
executive offices in Richmond, Va. Its principal subsidiary is Southern Title
Insurance Corp., founded in 1925, which provides residential and commercial
title insurance and related services through more than 100 offices. The company
also has various real estate holdings and venture capital investments. The
company's stock trades on Nasdaq under the symbol FIRM.
Certain statements in this letter may constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Although Firstmark believes that its expectations with respect to certain
forward-looking statements are based upon reasonable assumptions within the
bounds of its business operations, there can be no assurance that actual
results, performance or achievements of Firstmark will not differ materially
from any future results, performance or achievements expressed or implied by
such forward-looking statements.
Exhibit 99.2
Old Guard Announces Definitive Agreement to Acquire Southern Title Insurance
Company from Firstmark Corp.
- - Acquisition for Up to $8 Million in Cash is Expected to be Accretive to Old
Guard's Earnings -
LANCASTER, Pa., and RICHMOND, Va., Dec. 3 /PRNewswire/ -- Old Guard Group, Inc.
(Nasdaq: OGGI) and Firstmark Corp. (Nasdaq: FIRM) today announced a definitive
agreement under which Old Guard Group, Inc. will acquire Investors Southern
Corporation and Southern Title Insurance Corporation, wholly owned subsidiaries
of Firstmark Corp., for a purchase price of approximately $8 million in cash, of
which $6.75 million is to be paid at closing with the balance paid over three
years based on earnings. The transaction, which will be immediately accretive to
Old Guard's earnings, is subject to regulatory approval and approval of
Firstmark shareholders. The transaction is expected to close during the first
quarter of 1999.
Southern Title provides title insurance and related services through a network
of agencies across Virginia and into North Carolina, Washington, DC, Ohio, and
Pennsylvania. In 1998, Southern Title expects to produce in excess of $10
million in premiums and title-related revenue.
Old Guard Chairman, David E. Hosler said, "We are pleased to add Southern Title
as a key operating unit within the Old Guard family of insurance companies.
Southern Title's niche in the title insurance market furthers our strategic
objective of growth through diversification. In addition to providing us with a
new product line, this acquisition extends Old Guard's reach into additional
geographic markets."
Southern Title President, Donald V. Cruickshanks who will remain in that
position following the acquisition, stated "We are very pleased with this
opportunity to become a member of the highly regarded Old Guard family of
insurance companies. As a member of Old Guard, Southern Title will have
additional financial and operational resources that will enhance our ability to
continue to grow through geographic expansion, acquisitions and the
establishment of joint venture relationships."
Mr. Hosler continued, "As we continue to expand our business, this acquisition
affords us the unique opportunity to cross sell product lines. With Old Guard's
presence in the property and casualty sector, coupled with Southern Title's
presence in the title market, this creates a competitive advantage for selling
to both existing and potential customers." Mr. Hosler concluded, "Additionally,
Southern Title provides us with a new platform for additional acquisitions.
Southern Title's expertise in the title market will allow us to evaluate and
pursue selective and strategic opportunities in the title insurance market."
Old Guard Insurance Group (www.oldguard.com), a provider of property and
casualty insurance to homeowners, farmowners, and businessowners, is comprised
of Old Guard Insurance Company, Old Guard Fire Insurance Company, First Patriot
Insurance Company, New Castle Insurance Company of Delaware, First Delaware
Insurance Company and Neffsville Mutual Fire Insurance Company. Founded in 1896,
Old Guard currently serves approximately 155,000 policyholders throughout
Pennsylvania, Maryland and Delaware with total annual premium volume in excess
of $100 million. The Group is rated A- (Excellent) by A.M. Best.
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Firstmark Corp., founded in 1982 is a publicly-held Maine company with executive
offices in Richmond, Va. Its principal subsidiary is Southern Title Insurance
Corp., founded in 1925, which provides residential and commercial title
insurance and related services through more than 100 offices. The company also
has various real estate holdings and venture capital investments. The company's
stock trades on Nasdaq under the symbol "FIRM."
Certain statements contained in this press release constitute "forward-looking
statements" (as such term is defined in the Private Securities Litigation Reform
Act of 1995). Such forward-looking statements involve certain assumptions, risks
and uncertainties that could cause actual results to differ materially from
those included in or contemplated by the statements. These assumptions, risks
and uncertainties include, but are not limited to those associated with factors
affecting the property-casualty insurance industry generally, including price
competition, size and frequency of claim escalating damage awards, natural
disasters, fluctuations in interest rates and general business conditions; the
Company's dependence on investment income; the geographic concentration of the
Company's business in the Northeast United States, the adequacy of the Company's
loss reserves; government regulation of the insurance industry and the other
risks and uncertainties discussed or indicated in all documents filed by the
Company with the Securities and Exchange Commission. The Company expressly
disclaims any obligation to update any forward-looking statements as a result of
developments occurring after the release of this press release.
