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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K
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Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: October 28, 1997
(Date of earliest event reported): October 16, 1997
OMNI INSURANCE GROUP, INC.
(Exact name of Company specified in its charter)
Georgia 000-22142 58-1680624
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation No.)
or organization)
1000 Parkwood Circle, Atlanta, Georgia 30339
(Address of principal executive offices) (Zip Code)
(770) 952-4500
(Company's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On October 16, 1997, Omni Insurance Group, Inc. announced that it had
entered into a definitive agreement with Hartford Fire Insurance Company, a
subsidiary of The Hartford Financial Services Group, Inc., for The Hartford to
acquire for cash all of Omni's outstanding shares at a price of $31.75 per
share.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
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99.1 Text of Press Release of Omni Insurance Group, Inc., dated
October 16, 1997
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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.
OMNI INSURANCE GROUP, INC.
Date: October 28, 1997 /s/ J. Paul Kennedy
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J. PAUL KENNEDY
President and Chief Operating
Officer
Date: October 28, 1997 /s/ Susan H. Scalf
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SUSAN H. SCALF
Senior Vice President and Chief
Financial Officer
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[Omni Insurance Group Letterhead]
NEWS RELEASE
Media Contact: Dudley L. Moore, Jr.
Chairman/CEO
(770) 952-4500, ext. 9200
Analyst Contact: J. Paul Kennedy, President/COO
(770) 952-4500, ext. 9201
Susan H. Scalf, Chief Financial Officer
(770) 952-4500, ext. 9209
OMNI INSURANCE GROUP AND THE HARTFORD
ANNOUNCE ACQUISITION AGREEMENT
ATLANTA, GA (October 16, 1997) -- Omni Insurance Group, Inc. (Nasdaq/NM:OMGR)
today announced that it has entered into a definitive agreement with The
Hartford Financial Services Group, Inc. (NYSE: HIG) for The Hartford to acquire
for cash all of Omni's outstanding shares at a price of $31.75 per share. The
transaction has been approved by the Boards of Directors of both companies and
by Omni Chairman and Chief Executive Officer Dudley L. Moore, Jr., and Omni
President and Chief Operating Officer J. Paul Kennedy, who agreed to vote their
shares in favor of the acquisition, and is valued at approximately $187
million. The transaction is subject to regulatory and Omni shareholder
approvals and is expected to close by year-end 1997. Following the
acquisition, Omni will operate as a wholly owned subsidiary of The Hartford.
"This transaction is an excellent opportunity for our shareholders and
will produce significant strategic advantages to both organizations," said
Dudley L. Moore, Jr., Omni's chairman and chief executive officer. "It will
combine Omni's strength in the non-standard auto niche with The Hartford's
financial strength, excellent name recognition and distribution capabilities.
Our associates, agents and customers will benefit significantly from being part
of a much larger organization."
"This important strategic acquisition will allow us to combine the
management and distribution strengths of The Hartford's personal lines
organization and the specialized expertise of the aggressive, rapidly growing
Omni organization," said Ramani Ayer, The Hartford's chairman and chief
executive officer. "We see an excellent opportunity to further expand this
operation nationally across all our distribution channels."
Omni Insurance Group, Inc., headquartered in Atlanta, is a holding
company comprised of two insurance companies which underwrite nonstandard
automobile insurance for individuals through approximately 3,500 independent
insurance agencies in 11 states.
The Hartford is one of the nation's oldest and largest international
insurance and financial services operations, with 1996 revenues of $12.5
billion. As of June 30, 1997, The Hartford had assets of $121.1 billion and
shareholders' equity of $5.4 billion. The Company is a leading provider of
commercial property and casualty insurance, automobile and homeowners
coverages, and a variety of life insurance, annuities, employee benefits and
asset management plans.
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OMNI INSURANCE GROUP, INC.
FACT SHEET
AT A GLANCE
The Omni Insurance Group, Inc. was incorporated in 1986 in Georgia.
1996 Revenues: $ 95.0 million
1996 Core Earnings: $ 4.8 million
Assets: $171.6 million (as of 6/30/97)
Shareholders' Equity: $ 55.0 million (as of 6/30/97)
OMNI INSURANCE GROUP FINANCIAL DATA
($ in thousands) 1996 6/30/97
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Revenues $ 95,026 $ 63,215
Gross Written Premium 115,392* 81,250
Core Earnings 4,835 2,820
Assets 149,223 171,552
Combined Ratio 97.8% 97.5%
(GAAP)
*1996 Written Premium Distribution: 100% Personal
OMNI INSURANCE GROUP DISTRIBUTION SYSTEM
The group serves the non-standard segment of the private passenger automobile
insurance market through more than 3,500 independent insurance agencies in 11
states.
RATINGS A.M. Best
Omni Indemnity Company A-
Omni Insurance Company A-
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THE HARTFORD FINANCIAL SERVICES GROUP, INC.
FACT SHEET
AT A GLANCE
The Hartford was founded in 1810 and is one of the country's oldest and largest
insurers.
1996 Revenues: $ 12.5 billion
1996 Core Earnings: $ 537 million
Assets: $121.1 billion (as of 6/30/97)
Shareholders' Equity: $ 5.4 billion (as of 6/30/97)
THE HARTFORD GROUP FINANCIAL DATA
1996 6/30/97
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($ in millions)
Revenues $ 12,473 $ 6,260
Written Premium 10,092* 5,113
Core Earnings 537 361
Assets 108,840 121.1
Combined Ratio
(North American P&C) 105.2% 102.4%
*1996 Written Premium Distribution: 32% Commercial; 19% Personal; 13%
International; 30% Life; 6% Reinsurance
THE HARTFORD EMPLOYMENT
WORLDWIDE: 24,800
U.S. 22,000
MARKET PROFILE
Fifth largest stock owned insurance company, based on 1996 revenue.
Sixth largest life insurance group, based on 1996 assets.
Third largest U.S.-based P&C insurer operating internationally, based on
international premium.
Eleventh largest personal lines insurer, based on 1996 written premium.
AARP-licensed business exceeded $1.2 billion in 1996.
RATINGS A.M. Best
Hartford Fire Insurance Company A+
Hartford Life A+
Hartford Life and Accident A+
ITT Hartford Life and Annuity A+
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