<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 For the quarterly period ended September 30, 1997
or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Transition period from __________________
to _____________________
Commission file number 1-12922
AMERICAN EAGLE GROUP, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 75-2100622
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
12801 North Central Expressway, Suite 800, Dallas, Texas 75243
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code (214) 448-1400
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if
changed since last year.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes No X
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of November 24, 1997, the number of shares outstanding of each of
the issuer's classes of common stock was as follows:
Common Stock . . . . . . . . . . 7,047,098 shares, par value $.01 per share
<PAGE> 2
AMERICAN EAGLE GROUP, INC.
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Parent Company balance sheet as of September
30, 1997 (unaudited) and condensed consolidated
balance sheet as of December 31, 1996 . . . . . . . . . . . 3
Parent Company only condensed statement of income
for the quarter ended September 30, 1997 (unaudited)
and condensed consolidated statements of income
for the periods ended September 30, 1997
(unaudited) and September 30, 1996 (unaudited) . . . . . . . 4
Condensed consolidated statements of cash flows
for the periods ended September 30, 1997
(unaudited) and September 30, 1996 (unaudited) . . . . . . . 5
Notes to condensed and consolidated financial
statements (unaudited) . . . . . . . . . . . . . . . . . . . 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . . . 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . 11
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>
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<PAGE> 3
AMERICAN EAGLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
AND PARENT COMPANY BALANCE SHEET
(IN THOUSANDS EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
Parent Co.
ASSETS (Unaudited)
December 31, September 30,
1996 1997
------------ -------------
<S> <C> <C>
Cash and investments $ 89,087 $ 943
Accounts receivable 48,714 39
Reinsurance recoverable, net 69,242
Deferred policy acquisition costs 14,509
Deferred reinsurance premiums 26,706
Other assets 13,701
-------- --------
Total assets $261,959 $ 982
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Reserve for losses and loss adjustment expenses $138,133
Unearned premiums 60,065
Other policy liabilities 7,646
Agency payables to insurance companies 1,094
Accounts payable and other liabilities 12,732 $ 898
-------- --------
Total liabilities 219,670 $ 898
-------- --------
Commitments and contingent liabilities
Series B Cumulative Preferred Stock, $.01 par value; 162,857 shares authorized and
outstanding in 1996 and 142,857 shares outstanding in 1997 1,629 1,429
Series D Cumulative Convertible Redeemable Preferred Stock, $0.01 par value;
546,200 shares authorized, 350,000 shares issued and outstanding at
December 31, 1996 33,164 -0-
Stockholders' equity:
Common Stock, $.01 par value, 21,000,000 shares authorized 7,120,980 shares
issued and outstanding 71 71
Additional paid-in-capital 45,563 45,563
Unrealized apprec.(deprec.) on investment securities, net of deferred taxes 106 -0-
Retained earnings (38,157) (46,892)
Less - 73,882 shares of common stock held in the treasury, at cost (87) (87)
-------- --------
Total stockholders' equity 7,496 (1,345)
-------- --------
Total liabilities and stockholders' equity $261,959 $ 982
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 4
AMERICAN EAGLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE PERIODS ENDED
(UNAUDITED)
(IN THOUSANDS EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
Parent Co.
September September September September
30, 30, 30, 30,
1996 1997 1996 1997
--------- ---------- --------- ---------
<S> <C> <C> <C> <C>
Revenues
Earned premiums, net of reinsurance $ 27,634 $ 93,965 $ 17,629
Agency operations, net 225 172 648
Investment income, net 1,031 3,478 2,304
Realized investment gains (losses), net (46) 52 (164)
--------- --------- --------- ---------
Total revenues 28,844 -0- 97,667 20,417
--------- --------- --------- ---------
Expenses
Losses and loss adjustment expenses, net of
reinsurance 17,596 66,255 34,297
Policy acquisition and other underwriting
expenses 12,371 36,845 14,430
Interest expense 299 834 -0-
--------- --------- --------- ---------
Total expenses 30,266 -0- 103,934 48,727
--------- --------- --------- ---------
Extraordinary gain, net 21,878
--------- --------- --------- ---------
Income (loss) before income tax expense (1,422) -0- (6,267) (6,432)
Income tax expense (benefit) (263) (1,800) 1,277
--------- --------- --------- ---------
Net income (loss) ($1,159) -0- ($4,467) ($7,709)
========= ========= ========= =========
Net income (loss) available for common stockholders (1) ($1,183) -0- ($4,540) ($8,522)
========= ========= ========= =========
Weighted average number of common shares
outstanding 7,048,498 7,047,098 7,049,098 7,047,098
========= ========= ========= =========
Net income (loss) per share of common stock (1) ($0.17) ($0.00) ($0.64) ($1.21)
</TABLE>
(1) After deduction of preferred dividends
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE> 5
AMERICAN EAGLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
September 30, September 30,
1996 1997
------------- -------------
<S> <C> <C>
Cash and cash equivalents derived from:
Total provided by (used in) operating activities $(35,521) $(44,819)
Investing activities-
Net proceeds (purchases) of short-term investments 24,743 (1,217)
Purchases of fixed income securities (23,715) (15,583)
Proceeds from sales of fixed income securities 26,882 33,414
Proceeds from maturities of fixed income securities 6,885 3,065
Purchases of property and equipment (1,049) 3,798
Deconsolidation of active subsidiaries 222
-------- --------
Total provided by investing activities 33,746 23,699
-------- --------
Financing activities-
Dividends paid or accrued on Series B and D Cumulative
Preferred Stock (73) (831)
Dividends paid on common stock (846) -0-
Proceeds of note payable 2,000
-- (200)
-------- --------
Total provided by financing activities 1,081 (1,031)
-------- --------
Net change in cash and cash equivalents (694) (22,151)
Cash and cash equivalents, beginning of period 2,922 23,094
-------- --------
Cash and cash equivalents, end of period $ 2,228 $ 943
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE> 6
AMERICAN EAGLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIODS ENDED
SEPTEMBER 30, 1996 AND 1997
(UNAUDITED)
BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements of American Eagle
Group, Inc. (the "Company") and subsidiaries for the periods ended September 30,
1996 and 1997 have been prepared in accordance with the instructions to the Form
10-Q and do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
As described in the second quarter 1997 Notes to Condensed Consolidated
Financial Statements, American Eagle's principal subsidiary, American Eagle
Insurance Company, was placed in conservation with the Texas Department of
Insurance on July 23, 1997. As a result of the impact of conservation on
American Eagle Insurance Company and its affiliate, Aviation Office of America,
Inc., American Eagle reduced its net carrying value of such subsidiaries to zero
and has deconsolidated such subsidiaries as of June 30, 1997. Accordingly, the
financial statements for the quarter including September 30, 1997 are parent
company only financial statements. The financial statements for the nine months
ended September 30, 1997 reflect American Eagle on a consolidated basis for the
first six months of 1997 and parent company only financial data for the most
recent quarter. Additionally, management was informed on December 3, 1997 that
the Texas Department of Insurance is placing American Eagle Insurance Company in
Receivership.
In the opinion of management, all adjustments considered necessary for a fair
presentation of the results for the interim period have been included. Operating
results for the periods ended September 30, 1997 are not necessarily indicative
of the results that may be expected for the year ending December 31, 1997.
These statements should be read in conjunction with the financial statements and
notes thereto for the year ended December 31, 1996 included in the Company's
Form 10-K.
-6-
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
As previously reported and described in the Form 10-Q for the periods ended June
30, 1997, the Company's principal subsidiary, American Eagle Insurance Company
(AEIC) had been placed in conservatorship with the Texas Department of
Insurance. As a result of the impact of conservation on AEIC and American
Eagle's other remaining active subsidiary, Aviation Office of America, Inc.
(AOA), American Eagle has deconsolidated and reduced its net carrying value of
AEIC and AOA to zero as of June 30, 1997.
If and when it is determined that either of its two active subsidiaries have any
remaining value and the control of such subsidiaries is returned to American
Eagle, the entities will again be consolidated with American Eagle and such
value will be reflected in American Eagle's financial statements.
The Conservator for the Texas Department of Insurance has provided management
with a copy of the Quarterly Statement of AEIC's financial condition as of
September 30, 1997. The Quarterly Statement is prepared in accordance with
statutory accounting principles which differ from with generally accepted
accounting principles. The Company's financial report to shareholders is
prepared in accordance with generally accepted accounting principles. Financial
statements prepared on the basis of generally accepted accounting principles
have not been prepared for AEIC as of September 30, 1997. In accordance with
the statutory basis of reporting, AEIC had as of June 30, 1997, surplus as
regards policyholders of $1.8 million. The September 30, 1997, statutory basis
financial statements indicated surplus as regards policyholders of a negative
$5.6 million. Management has not been able to determine whether they concur
with the September 30, 1997 statutory based financial statements nor have they
determine what the financial condition of AEIC would be on the basis of
generally accepted accounting principles. Additionally, management was informed
on December 3, 1997 that the Texas Department of Insurance is placing American
Eagle Insurance Company in Receivership.
The estimated future net operating costs for American Eagle parent company
recorded in the second quarter of 1997 for the third quarter of 1997 were
generally as expected and accordingly, no income or expenses have been recorded
in the third quarter of 1997.
-7-
<PAGE> 8
THIRD QUARTER OF 1997 COMPARED TO THE THIRD QUARTER OF 1996
Gross Premiums Produced
Gross premiums produced for the third quarter of 1997 compared to the third
quarter of 1996 were as follows (in millions):
<TABLE>
<CAPTION>
THIRD QUARTER
1996 1997
---- ----
<S> <C> <C>
Gross premiums produced $37.4
For other companies (7.4)
Assumed from other companies 4.6
----- -----
Gross premiums written 34.6
Ceded premiums (7.7)
-----
Net premiums written $26.9 $ 0.0
===== =====
</TABLE>
As described above, the Company had no ongoing operations in the third quarter
of 1997 and therefore any comparison with the comparable quarter of 1996 would
not be meaningful.
-8-
<PAGE> 9
FIRST NINE MONTHS OF 1997 COMPARED TO THE FIRST NINE MONTHS OF 1996
As previously reported and described in the Form 10-Q for the periods ended June
30, 1997 and earlier herein, the Company has not had any ongoing operations in
the third quarter of 1997. The results of operations for the nine months ended
September 30, 1997 are the results of operations reported for the six months
ended June 30, 1997. A comparison of the first six months of 1997 with the
first nine months of 1996 would not be meaningful and accordingly, no such
comparison has been made.
Gross Premiums Produced
Gross premiums produced for the first nine months of 1997 which are also the
gross premiums produced for the first six months of 1997 as compared to the
first nine months of 1996 were as follows (in millions):
<TABLE>
<CAPTION>
FIRST NINE MONTHS
1996 1997
---- ----
<S> <C> <C>
Gross premiums produced $121.1 $ 48.9
For other companies (13.4) (11.2)
Assumed from other companies 8.8 3.6
------- ------
Gross premiums written 116.5 41.3
Ceded premiums (29.2) (54.4)
----- ------
Net premiums written $87.3 $(13.1)
===== ======
</TABLE>
Extraordinary gain, net
Extraordinary gain, net includes the gain of $34.0 million resulting from the
cancellation of the Series D Preferred Stock, a loss of $8.6 million on the
sales of the Aviation Division, Artisan Contractor Operations and Marine
Division, a loss of $1.3 million resulting from the assumption of the Renewal
Retention Commission Agreement which was part of the agreement to cancel the
Series D Preferred Stock, the write-down to zero of the net carrying value of
the net investment in AEIC and AOA which aggregate $0.3 million and the
recording of the estimated future net operating costs of American Eagle of $1.9
million.
LIQUIDITY AND CAPITAL RESOURCES
The Company's consolidated cash flow used in operations was $44.3 million in the
first six months of 1997 and the cash flow used by parent company operations in
the third quarter of 1997 was $0.6 million for an aggregate of $44.8 million.
The funds used in the first six months of 1997 relate to the transfer of
business to the acquiring companies, the continued
-9-
<PAGE> 10
settlement of claims and the payment of retrospectively rated reinsurance
premiums while premiums collected were immaterial. The cash flow used in the
third quarter of 1997 were to pay operating expenses of the parent company.
This is compared to cash flow used by operations of $35.5 million in the first
nine months of 1996.
The Company's source of cash flow is its insurance operation conducted through
its principal subsidiary, AEIC which was deconsolidated at June 30, 1997. As
previously noted, AEIC is in receivership. Although the Company does not have
any ongoing sources of cash, it currently has cash at the parent company
adequate to cover all known creditor obligations and to continue to fund its
reduced level of operating expenses through 1998.
-10-
<PAGE> 11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
See Index to Exhibits attached hereto and incorporated herein by
reference.
(b) Reports on Form 8-K
None
-11-
<PAGE> 12
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.
AMERICAN EAGLE GROUP, INC.
Date: December 10, 1997 By: /s/ M. Philip Guthrie
---------------------- --------------------------------------------
M. Philip Guthrie, Chairman of the Board and
Chief Executive Officer
Date: December 10, 1997 By: /s/ Richard M. Kurz
----------------------- --------------------------------------------
Richard M. Kurz, Senior Vice President and
Chief Financial Officer (Principal Financial
and Accounting Officer)
-12-
<PAGE> 13
EXHIBITS
TO
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR
AMERICAN EAGLE GROUP, INC.
FOR QUARTER ENDED
SEPTEMBER 30, 1997
-1-
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------ -------
<S> <C> <C>
4.1 -- Specimen Certificate for shares of Common Stock, $.01 par value, of American Eagle Group, Inc.
("Registrant"), the "Company" or "American Eagle") (Previously filed on May 11, 1994 with Registrant's
Amendment No. 2 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by
reference).
4.2 -- Registration Rights Agreement, dated as of March 21, 1995, by and among American Eagle, Mason Best
Company, L.P. ("Mason Best") and Nelson Hurst (Previously filed on March 29, 1994 with Registrant's
Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by
reference).
4.3 -- Amended Registration Rights Agreement, dated December 31, 1996, between American Eagle and Mason Best.
(Previously file with Registrant's report on Form 10-Q for the quarter ended March 31, 1997, and
incorporated herein by reference.)
10.2 -- Amended and Restated P&C Stock Option Plan - Wise (Previously filed on February 18, 1994 with
Registrant's Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by
reference).
10.3 -- Amended and Restated P&C Stock Option Plan - Hill (Previously filed on February 18, 1994 with
Registrant's Registration Statement on Form S-1, File No. 33-75490, and incorporated herein by
reference).
10.7 -- American Eagle Group, Inc. 1994 Director Stock Option Plan, as amended (Previously filed on March 31,
1997 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by
reference).
10.8 -- American Eagle Group, Inc. Employee Profit Sharing and Savings Plan (Previously filed on February 18,
1994 with Registrant's Registration Statement on Form S-1, File No. 33-75490, and incorporated herein
by reference).
10.16 -- Consulting Agreement, dated as of December 24, 1992, between American Eagle and Don D. Hutson
(Previously filed on February 18, 1994 with Registrant's Registration Statement on Form S-1, File No.
33-75490, and incorporated hereby by reference).
10.17 -- Agreement dated as of February 15, 1991, between Luther King Capital Management Corporation and AEIC
(Previously filed on February 18, 1994 with Registrant's Registration Statement on Form S-1, File No.
33-75490, and incorporated herein by reference).
10.18 -- Investment Management Agreement, dated as of June 17, 1994, between American Eagle Insurance Company
and Aon Advisors, Inc. (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-
K, File No. 1-12922, and incorporated herein by reference).
10.19 -- Agreement for the Purchase of all of the Outstanding Capital Stock of Aviation Office of America, Inc.
and American Eagle Insurance Company dated as of May 7, 1986, among Folmar Corporation, Crum and
Forster, Inc. and United States Fire Insurance Company (the "Purchase Agreement") (Previously filed on
March 29, 1994 with Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-
75490, and incorporated herein by reference).
10.20 -- Amendment to Purchase Agreement dated as of June 6, 1987 (Previously filed on March 29, 1994 with
Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated
herein by reference).
</TABLE>
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<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------ -------
<S> <C> <C>
10.21 -- Amendment to Purchase Agreement dated as of December 11, 1987 (Previously filed on March 29, 1994 with
Registrant's Amendment No. 1 to Registration Statement on Form S-1, File No. 33-75490, and incorporated
herein by reference).
10.22 -- First through Fifth General Aviation Liability Excess of Loss Reinsurance Agreement AR #4222 1994 Final
Placement Slip (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File
No. 1-12922, and incorporated herein by reference).
10.23 -- Casualty First and Second Excess of Loss Reinsurance Agreement AR #4038-94 1994 Final Placement Slip
(Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and
incorporated herein by reference).
10.24 -- Special Underlying General Aviation Liability Excess of Loss Reinsurance Agreement AR #4221 1994 Final
Placement Slip (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File
No. 1-12922, and incorporated herein by reference).
10.25 -- General Aviation Hull Special Underlying Excess of Loss Reinsurance Agreement AR #4227 1994 Final
Placement Slip (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File
No. 1-12922, and incorporated herein by reference.
10.26 -- First through Fifth General Aviation Liability Excess of Loss Reinsurance Agreement AR#4222 1994 Final
Placement Slip (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File
No. 1-12922, and incorporated herein by reference).
10.27 -- Casualty First and Second Excess of Loss Reinsurance Agreement AR#4038-94 1994 Final Placement Slip
(Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File No. 1-12922, and
incorporated herein by reference).
10.28 -- Special Underlying General Aviation Liability Excess of Loss Reinsurance Agreement AR#4221 Final
Placement Slip (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File
No. 1-12922, and incorporated hereby by reference).
10.29 -- General Aviation Hull Special Underlying Excess of Loss Reinsurance Agreement AR#4227 1994 Final
Placement Slip (Previously filed on March 30, 1995 with Registrant's Annual Report on Form 10-K, File
No. 1-12922, and incorporated hereby by reference).
10.30 -- Special Underlying General Aviation Liability Excess of Loss Reinsurance Agreement AR#4221 1995 Final
Placement Slip (Previously filed on March 28, 1996 with Registrant's Annual Report on Form 10-K, File
No. 1-12922, and incorporated herein by reference).
10.31 -- General Aviation Hull Special Underlying Excess of Loss Reinsurance Agreement AR #4227 1995 Final
Placement Slip (Previously filed on March 28, 1996 with Registrant's Annual Report on Form 10-K, File
No. 1-12922, and incorporated herein by reference).
10.32 -- First and Second Property Excess of Loss Reinsurance Agreement--ARA #4039-91 (subject to a request for
confidential treatment). (Previously filed on March 28, 1996 with Registrant's Annual Report on Form
10-K, File No. 1-12922, and incorporated herein by reference).
10.33 -- First and Second Casualty Excess of Loss Reinsurance Agreement--ARA #4038-91 (subject to a request for
confidential treatment). (Previously filed on March 28, 1996 with Registrant's Annual Report on Form
10-K, File No. 1-12922, and incorporated herein by reference).
</TABLE>
-3-
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------ -------
<S> <C> <C>
10.34 -- Casualty First and Second Excess of Loss Reinsurance Agreement--AR #4038-95 (subject to a request for
confidential treatment). (Previously filed on March 28, 1996 with Registrant's Annual Report on Form
10-K, File No. 1-12922, and incorporated herein by reference).
10.35 -- First and Second Casualty Excess of Loss Reinsurance Agreement--AR #4038-95 (subject to a request for
confidential treatment. (Previously filed on March 28, 1996 with Registrant's Annual Report on Form
10-K, File No. 1-12922, and incorporated herein by reference).
10.36 -- General Aviation Hull Special Underlying Excess of Loss Reinsurance Agreement--AR #4227-94 (subject to
a request for confidential treatment). (previously filed on March 28, 1996 with Registrant's Annual
Report on Form 10-K, File No. 1-12922, and incorporated herein by reference).
10.37 -- Special Underlying General Aviation Liability Excess of Loss Reinsurance Agreement--AR #4221-94
(subject to a request for confidential treatment). (Previously filed on March 28, 1996 with
Registrant's Annual Report on Form 10-K, File No. 1-12922, and incorporated herein by reference).
10.38 -- First Through Fifth General Aviation Excess of Loss Reinsurance Agreement--AR #4222-94 (subject to a
request for confidential treatment). (Previously filed on March 28, 1996 with Registrant's Annual
Report on Form 10-K, File No. 1-12922, and incorporated herein by reference).
10.39 -- Securities Purchase Agreement, dated as of November 5, 1996, by and between American Eagle and American
Financial Group, Inc. (Previously filed with Registrant's Report on Form 10-Q for the quarter ended
September 30, 1996, and incorporated herein by reference).
10.40 -- Special Underlying General Aviation Liability Excess of Loss Reinsurance Agreement--AR #4221--1996
Final Placement Slip (Previously filed with Registrant's Report on Form 10-Q for the quarter ended
September 30, 1996, and incorporated herein by reference).
10.41 -- First Through Fifth General Aviation Liability Excess of Loss Reinsurance Agreement--AR #4222--1996
Final Placement Slip (Previously filed with Registrant's Report on Form 10-Q for the quarter ended
September 30, 1996, and incorporated herein by reference (Previously filed with Registrant's Report on
Form 10-Q for the quarter ended September 30, 1996, and incorporated herein by reference).
10.43 -- Asset Purchase Agreement dated April 23, 1997 between AEIC and HDR Insurance Managers, Inc. (Previously
filed with registrant's report on Form 10-Q for the quarter ended March 31, 1997, and incorporated
herein by reference.)
10.44 -- Employment Agreement dated as of August 21, 1997 between American Eagle Group, Inc. and M. Philip
Guthrie. (Previously filed with Registrant's Report on Form 10-Q for the quarter ended June 30, 1997
and incorporated herein by reference.)
10.45 -- Employment Agreement dated as of August 21, 1997 between American Eagle Group, Inc. and Richard M.
Kurz. (Previously filed with Registrant's Report on Form 10-Q for the quarter ended June 30, 1997 and
incorporated herein by reference.)
</TABLE>
-4-
<PAGE> 17
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------ -------
<S> <C> <C>
10.46 -- Renewal/Retention Commission Agreement dated as of November 4, 1997 between American Eagle Group, Inc.,
American Eagle Insurance Company and Great American Insurance Company. (Previously filed with
Registrant's Report on Form 10-Q for the quarter ended June 30, 1997 and incorporated herein by
reference.)
10.47 -- Settlement Agreement and Mutual Release dated as of November 4, 1997 between American Eagle Group,
Inc., American Financial Group, Inc. and Great American Insurance Company. (Previously filed with
Registrant's Report on Form 10-Q for the quarter ended June 30, 1997 and incorporated herein by
reference.)
27 -- Financial Data Schedule.
</TABLE>
-5-
<TABLE> <S> <C>
<ARTICLE> 7
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<DEBT-HELD-FOR-SALE> 0
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 0
<CASH> 943
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 982
<POLICY-LOSSES> 0
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 898
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 0
1,428
0
<COMMON> 71
<OTHER-SE> (1,416)
<TOTAL-LIABILITY-AND-EQUITY> 982
0
<INVESTMENT-INCOME> 0
<INVESTMENT-GAINS> 0
<OTHER-INCOME> 0
<BENEFITS> 0
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 0
<INCOME-PRETAX> 0
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<PROVISION-PRIOR> 0
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<PAYMENTS-PRIOR> 0
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<CUMULATIVE-DEFICIENCY> 0
</TABLE>
