SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported)
March 8, 1999
TIG HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-11856 94-3172455
(State or other (Commission File (IRS Employer
jurisdiction Number) Identification
of incorporation) Number)
65 East 55th Street, 28th Floor, New York, New York 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 446-2700
None
(Former name or former address, if changed since last report)
<PAGE>
2
Item 7. Financial Statements.
(c) Exhibits:
Exhibit
No. Description
99.1 Press Release dated March 8, 1999, announcing that the
the shareholders of TIG Holdings, Inc. (the
"Registrant") have approved the Agreement and Plan of
Merger dated as of December 3, 1998 among Fairfax
Financial Holdings Limited ("Fairfax"), FFHL, Inc.
("FFHL"), and the Registrant, which provides for the
merger of FFHL (a wholly owned subsidiary of Fairfax)
with and into the Registrant.
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 hereunto duly authorized.
TIG Holdings, INC.
----------------------------------
(Registrant)
Date March 8, 1999 By: /s/ William H. Huff, III
-------------------------------
(Signature)
Name: William H. Huff, III
Title: Senior Vice President
and General Counsel
<PAGE>
3
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Exhibit Page
99.1 TIG Holdings, Inc. Press Release dated March
8, 1999*
- ----------------------------
* Filed herewith.
MEDIA CONTACT: INVESTOR CONTACT:
Jill Renken John Swanson
TIG Insurance Company TIG Holdings, Inc.
972-831-4666 972-831-4648
TIG SHAREHOLDERS APPROVE MERGER WITH FAIRFAX
NEW YORK, NY, MARCH 8, 1999 --TIG Holdings, Inc. (NYSE:TIG) announces that
its shareholders approved the proposed merger with a subsidiary of Fairfax
Financial Holdings Limited ("Fairfax") at a special meeting of shareholders
held today.
Upon consummation of the proposed merger, TIG will become a wholly owned
subsidiary of Fairfax, and TIG shareholders will receive $16.50 per share
in cash. The merger remains subject to various regulatory approvals.
Regulators in Colorado, Michigan, Bermuda and Lloyds of London have already
approved the transaction.
Holders of approximately 72 percent of the outstanding Common Stock of the
Company were represented at the meeting and approximately 71 percent of the
outstanding Common Stock entitled to vote was voted in favor of the merger.
TIG Holdings, Inc. is the holding company for a property/casualty insurance
group that offers reinsurance under TIG Reinsurance and, primarily,
specialty insurance products under TIG Insurance. The Company markets its
products and services nationwide through a select number of producer
partners.
Fairfax Financial Holdings Limited is a financial services holding company
which, through its subsidiaries is engaged in property, casualty and life
insurance and reinsurance, investment management and insurance claims
management.
<PAGE>
2
The statements made by the Company in this release, which are not
historical facts, are forward-looking statements. Actual results may differ
materially from those projected in the statements. These forward-looking
statements involve risks and uncertainties, including but not limited to,
the following: changes in interest rates; changes in premium volumes; the
frequency and severity of catastrophic events; increased competition;
regulatory and legislative changes; changes in loss payment patterns;
changes in estimated overall adequacy of loss and LAE reserves; change in
key management personnel, changes in general market or economic conditions
and other risk factors listed from time to time in the Company's filings
with the Securities and Exchange Commission, including the Annual Report on
Form 10-K for the year ended December 31, 1997 and the Quarterly Report on
Form 10-Q for the quarter ended September 30, 1998.
# # #
