<PAGE> 1
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) May 17, 1995
------------
- --------------------------------------------------------------------------------
VISTA RESOURCES, INC.
---------------------
(Exact name of registrant, as specified in its charter)
Delaware 13-1988043
-------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
1-5091
-----------------------
(Commission File Number)
One Atlantic Center, Suite 5000
1201 W. Peachtree Street, N.W., Atlanta, Georgia 30309
------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: 404-815-2000
-------------
Not Applicable
--------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
<PAGE> 2
ITEM 5. OTHER EVENTS
On June 1, 1995, Vista Resources, Inc. issued a press release
announcing the execution of a consulting agreement between its subsidiary,
American Southern Insurance Company, and The Seibels Bruce Group, Inc., an
insurance holding company headquartered in Columbia, South Carolina. A copy of
such press release is included as an exhibit to this report and incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
C. Exhibits
99.1 Press Release dated June 1, 1995.
99.2 Consulting Agreement dated May 17, 1995 by and between The
Seibels Bruce Group, Inc. and American Southern Insurance
Company.
2
<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 hereunto duly authorized.
VISTA RESOURCES, INC.
(Registrant)
/s/ Brady W. Mullinax, Jr.
-------------------------------------------------------------
Brady W. Mullinax, Jr., Vice President Finance, Treasurer and
Chief Financial Officer (Principal Financial and Accounting
Officer and Executive Officer duly authorized to sign on
behalf of the registrant)
Date: June 2, 1995
3
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
<S> <C>
99.1 Press Release dated June 1, 1995
99.2 Consulting Agreement dated May 17, 1995 by and between
The Seibels Bruce Group, Inc. and American Southern Insurance
Company
</TABLE>
4
<PAGE> 1
EXHIBIT 99.1
PRESS RELEASE DATED JUNE 1, 1995
<PAGE> 2
EXHIBIT 99.1
NEWS RELEASE VISTA RESOURCES, INC
ONE ATLANTIC CENTER
SUITE 5000
1201 W. PEACHTREE STREET, NW
ATLANTA, GEORGIA 30309
Contact:
Brady W. Mullinax, Jr.
404-815-2000
FOR IMMEDIATE RELEASE
Atlanta, Georgia (June 1, 1995) - Vista Resources, Inc, (NYSE:VS)
reported that its insurance subsidiary, American Southern Insurance Company
("American Southern") has entered into a consulting agreement ("the Agreement")
with The Seibels Bruce Group, Inc. (NASDAQ: SBIG) ("Seibels"), of Columbia,
South Carolina, which through its subsidiaries provides multi-line property and
casualty insurance. Under the Agreement, American Southern will provide advice
and counsel to the management of Seibels in the development of a strategic
operating and restructuring plan for Seibels and its subsidiary companies for a
period of six months. The Agreement may be cancelled by American Southern upon
ten days notice, or by Seibels upon entering into an agreement for the sale of
all or substantially all of Seibels' assets. American Southern will receive no
fee for its consulting services, but will be reimbursed for all reasonable
out-of-pocket expenses. During the six-month term of the Agreement and for ten
days thereafter, American Southern has a right of first refusal with respect to
any proposal which is recommended for acceptance by Seibels' Board of Directors
for the sale of all or substantially all of Seibels' assets to a third party.
Vista Resources, Inc., through its leather subsidiaries, produces a
broad line of cowhide and lambskin leathers that are sold to manufacturers of
shoes, handbags, personal leather goods, apparel and furniture in both U.S. and
foreign markets. Its insurance subsidiary, American Southern, is an
underwriter of property/casualty insurance for government and private
automobile fleets and other niche markets.
<PAGE> 1
EXHIBIT 99.2
CONSULTING AGREEMENT DATED MAY 17, 1995
BY AND BETWEEN
THE SEIBELS BRUCE GROUP, INC. AND AMERICAN SOUTHERN INSURANCE COMPANY
<PAGE> 2
EXHIBIT 99.2
CONSULTING AGREEMENT
This Agreement is made and entered into this 17th day of May, 1995, by
and between The Seibels Bruce Group, Inc., an insurance holding company,
hereinafter referred to as "Seibels" and American Southern Insurance Companies,
hereinafter referred to as "American."
1. SERVICES TO BE PROVIDED: In accordance with the terms of this
Agreement, American will provide;
a. Continuing advice and counsel to the management of Seibels in
the development of a strategic operating and restructuring plan for Seibels and
its subsidiary companies; and
b. American personnel to spend approximately two (2) days per
week at Seibels to carry out the aforementioned services. Pursuant to this
Agreement, American will provide recommendations to Seibels but Seibels will
retain all authority to take any action it deems appropriate with respect to
American's recommendations.
2. INFORMATION: Seibels shall make available to American all financial
and other information concerning its business and operations which American may
reasonably request. Any restricted or confidential information provided to
American by Seibels will be kept by American in strictest confidence and not
released to any third parties unless in American's judgment, said release is
necessary to provide its services to Seibels in accordance with this Agreement.
3. COMPENSATION: American shall receive no fee for its services.
Seibels agrees to reimburse American for all of its reasonable out-of-pocket
expenses incurred in connection with this assignment. It is anticipated that
such out-of-pocket expenses shall be billed monthly, in arrears and shall be
paid within thirty (30) days of receipt.
4. TERM: The term of this Agreement shall be six (6) months from the
date hereof and shall automatically terminate at that time. This Agreement
shall be cancelable by American upon ten (10) days written notice. Seibels may
cancel this Agreement upon entering a definitive agreement with any party for
the purchase of all or substantially all of its assets.
5. CONFIDENTIALITY AND OWNERSHIP: American agrees that the services to
be performed for Seibels hereunder are of a confidential nature and American
will not disclose any non-public information regarding Seibels without prior
consent of Seibels unless required by law or regulation, or in the judgment of
American, said disclosure is necessary to provide its services to Seibels in
accordance with this Agreement. American further agrees that any written
material or other work produced specifically for Seibels is the property of
Seibels. Upon any termination of this Agreement, American shall, upon written
request by Seibels, promptly deliver to Seibels all materials specifically
produced for it including any confidential information provided by Seibels
1
<PAGE> 3
to American during the course of this engagement.
6. INDEMNIFICATION AND REIMBURSEMENT: Seibels shall indemnify American
and hold it harmless against any and all losses, claims, damages or liabilities
to which American may become subject arising in any manner out of or in
connection with the rendering of services by American, hereunder, unless it is
judicially determined that such losses, claims, damages or liabilities resulted
directly from the negligence or misconduct of American. Additionally, Seibels
will make a good faith effort to have American added as a named insured to any
appropriate liability policies that it may have.
7. NOTICE: Any notice required or permitted to be given under this
Agreement or any written approval as required hereunder shall be deemed given
and sufficient if (a) in writing and if sent by registered or certified mail;
or (b) by telecopier as follows:
(i) If to Seibels:
John C. West
Chairman of the Board
Seibels Bruce Group, Inc.
P.O. Box One
1501 Lady Street
Columbia, South Carolina 29201
Fax#: 1-803-748-2839
with a copy to:
John C. West, Jr., Esquire
1111 Broad Street, 4th Floor
P.O. Box 661
Camden, South Carolina 29020
Fax#: 1-803-432-0550
(ii) If to American:
Roy S. Thompson, Jr.
Chairman of the Board
American Southern Insurance Companies
Post Office Box 723030
Atlanta, Georgia 30339
Fax#: 1-404-266-8327
2
<PAGE> 4
8. AMENDMENT; GOVERNING LAW: This Agreement may not be amended or
modified except in writing and shall be governed by and construed in accordance
with the laws of the State of South Carolina. Seibels and American hereby
irrevocably and unconditionally consent to submit to the exclusive jurisdiction
of the courts of the State of South Carolina and of the United States District
Courts located in the City of Columbia for any lawsuits, claims or other
proceedings arising out of or relating to this Agreement and agree not to
commence any such lawsuit, claim or other proceeding except in such courts.
Seibels and American hereby irrevocably and unconditionally waive any objection
to the laying of venue of any lawsuit, claim, or other proceeding arising out
of or relating to this Agreement in the courts of the State of South Carolina
or the United States District Courts located in the City of Columbia, and
hereby further irrevocably and unconditionally waive and agree not to plead or
claim in any such court that any such lawsuit, claim or other proceeding
brought in any such court has been brought in an inconvenient forum.
9. RIGHT OF FIRST REFUSAL: At any time during the term of this Agreement
and also for ten (10) days after the conclusion thereof, American shall have a
right of first refusal with respect to any proposal (the "Offer"), received by
Seibels from a third party for the purchase of all or substantially all of the
assets of Seibels for which the Board of Directors recommends acceptance to the
shareholders. Upon said action by the Board, the offer shall be communicated
in writing to American. American shall notify Seibels in writing within ten
(10) days after the receipt of the offer of its intent to exercise its right of
first refusal or said right is terminated with respect to said offer.
American, after notifying Seibels that it intends to exercise its right of
first refusal, shall have an additional forty-five (45) days from the date it
notifies Seibels of its intent, in which to enter into a definitive agreement
for the purchase of Seibels. If American fails to enter into a definitive
agreement within the forty-five (45) day period, then its right of first
refusal with respect to the offer made by that Purchaser as well as any
subsequent offer made by the same Purchaser is terminated.
3
<PAGE> 5
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.
THE SEIBELS BRUCE GROUP, INC.
By: /s/ John C. West
----------------------------
John C. West
Chairman of the Board
AMERICAN SOUTHERN INSURANCE COMPANIES
By: /s/ Roy S. Thompson, Jr.
----------------------------
Roy S. Thompson, Jr.
Chairman of the Board
4
