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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: June 30, 1997
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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* Read Instruction (on back page) Before Preparing Form. Please Print or Type. *
* *
* NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS *
* VERIFIED ANY INFORMATION CONTAINED HEREIN. *
* *
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
AMERICAN EAGLE GROUP, INC.
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FULL NAME OF REGISTRANT
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FORMER NAME IF APPLICABLE
12801 N. CENTRAL EXPRESSWAY, SUITE 800
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ADDRESS OF PRINCIPAL EXECUTIVE OFFICE (STREET AND NUMBER)
DALLAS, TEXAS 75243
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CITY, STATE AND ZIP CODE
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report of
transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Registrant, for itself and its subsidiaries, files consolidated
reports for all reports the Registrant is required to file with the Securities
and Exchange Commission (the "Commission") pursuant to Sections 13 or 15(d) of
the Securities Exchange Act of 1934.
On July 21, 1997, the Registrant issued a press release stating that
Great American Insurance Company ("Great American") had informed the Texas
Department of Insurance (the "Department") that Great American would not
proceed with the acquisition of the aviation business of American Eagle
Insurance Company ("AEIC") on the terms previously announced. As a result,
AEIC, the principal subsidiary of the Registrant, has complied with the request
of the Department to place AEIC into a conservatorship in order to protect and
conserve its assets and business.
AEIC is the source of substantially all of the Registrant's revenues
and holds substantially all of the Registrant's consolidated assets. As a
result of the conservatorship, the officers of the Registrant are no longer in
operational control of AEIC. The Registrant has extremely limited access to the
financial data relating to AEIC, which financial data is necessary for the
preparation of the consolidated financial statements required by the Commission
to be filed with Registrant's Form 10-Q for the period ended June 30, 1997.
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(ATTACH EXTRA SHEETS IF NEEDED)
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
M. Philip Guthrie 972 448-1400
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months (or for such shorter) period
that the registrant was required to file such reports) been filed? If
answer is no, identify report(s).
[X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
As discussed above, AEIC, the Registrant's major subsidiary, has been
placed into conservatorship by the Texas Department of Insurance. It is
anticipated that the earnings statements to be included in the Registrant's Form
10-Q for the period ended June 30, 1997 will reflect significant changes in the
results of operations from the corresponding period for the last fiscal year.
The Registrant does not know the exact quantitative change, however, earnings
are expected to be significantly diminished. The Registrant cannot accurately
determine this information without reference to the records and books of AEIC.
However, as stated above, as a result of the appointment of the conservator,
the Registrant is no longer in operational control of AEIC. As a result, the
Registrant has insufficient access to the information needed to determine
changes in operations from the corresponding period for the last fiscal year.
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American Eagle Group, Inc.
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(NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 15, 1997 By: /s/ RICHARD M. KURZ
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Senior Vice President/CFO
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
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* *
* Intentional misstatements or omissions of fact constitute Federal Criminal *
* Violations (See 18 U.S.C. 1001). *
* *
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable
to submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(Section 232.13(b) of this chapter).
