- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
- --------------------------------------------------------------------------------
Date of Report (date of earliest event reported)
April 13, 1999
TIG HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-11856 94-3172455
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
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>
- --------------------------------------------------------------------------------
Item 5. Other Events.
TIG Holdings, Inc. (the "Registrant") entered into an Agreement and Plan of
Merger dated December 3, 1998, among Fairfax Financial Holdings Limited
("Fairfax"), FFHL Inc. ("FFHL") and the Registrant, pursuant to which FFHL
merges with and into the Registrant.
On April 13, 1999, the Registrant issued a press release announcing the
completion of the merger, which is filed herewith as Exhibit 99.
Item 7. Financial Statements.
(c) Exhibits:
Exhibit
No. Description
99 Press Release dated April 13, 1999, announcing completion of the
merger with FFHL.
1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
resitrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TIG HOLDINGS, INC.
-------------------------
(Registrant)
Date: April 13, 1999 By: /s/William H. Huff, III
--------------------------
Name: WILLIAM H. HUFF, III
Title: Senior Vice President
and General Counsel
2
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
No. Exhibit Page
99 TIG Holdings, Inc. Press Release dated April 13, 1999*.
- - --------------------
* Filed herewith.
[Letterhead of TIG HOLDINGS, INC.]
Media Contact: Jill Renken Investor Contact: John Swanson
TIG Insurance Co. TIG Holdings Inc.
(972) 831-4666 (972) 831-4648
TIG CLOSES MERGER
BECOMES PART OF FAIRFAX FINANCIAL HOLDINGS LIMITED
NEW YORK, NY (April 13, 1999) -- TIG Holdings, Inc. (NYSE: TIG) announced
today the completion of the merger with FFHL Inc., an indirect wholly-owned
subsidiary of Fairfax Financial Holdings Limited (TSE: FFH). As a result of the
merger, holders of common shares of TIG at the time of the merger are entitled
to receive US$16.50 per share. TIG will promptly send such shareholders the
documents necessary to exercise this entitlement.
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.
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; changes 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, 1998 and the Quarterly Report on Form 10-Q for the quarter ended December
31, 1998.
###
