SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 30, 1997
FIRST FORTIS LIFE INSURANCE COMPANY
(Exact Name of Registrant as Specified in Charter)
New York 33-71690 13-2699219
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) ID No.)
Incorporation)
220 Salina Meadows Parkway, Suite 225,
Syracuse, New York 13220
(Addresses of Principal Executive Offices, including
Zip Code)
(315) 451-0066
(Registrant's Telephone Number, including Area Code)<PAGE>
Item 1. Changes in Control of Registrant.
Effective April 30, 1997, Fortis, Inc., a corporation
organized under the laws of the State of Nevada
("Purchaser"), purchased 100,000 shares (the "Shares")
of the common stock, $20.00 par value per share, of
First Fortis Life Insurance Company ("Registrant") from
Fortis AMEV N.V., a corporation organized under the
laws of The Netherlands ("Seller"). The Shares
represent 100% of the outstanding capital stock of
Registrant. The purchase price for the Shares was
$33,042,000, and the source of such funds was a capital
contribution to purchaser from its direct parent
corporation, AMEV/VSB 1990 N.V. The acquisition of the
Shares was effected pursuant to the terms of the Stock
Purchase Agreement dated as of April 18, 1997 by and
between Purchaser and Seller (the "Purchase
Agreement").
Purchaser is indirectly owned 50% by Seller and 50% by
Fortis AG S.A., a corporation organized under the laws
of Belgium. The Insurance Department of the State of
New York approved the change of control of the
Registrant in a letter dated March 25, 1997.
The foregoing is qualified in its entirety by reference
to the Purchase Agreement which is hereby incorporated
by reference herein.
Item 7. Financial Statements, Pro Forma Financial
Information, and Exhibits.
(C)Exhibits
2 Stock Purchase Agreement, dated April 18, 1997, by
and between Purchaser and Seller.
<PAGE>
SIGNATURE
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.
FIRST FORTIS LIFE INSURANCE COMPANY
(Registrant)
By: /s/ Terry J. Kryshak
Name: Terry J. Kryshak
Title: Chief Administrative Officer
Date: May 7, 1997
<PAGE>
EXHIBIT 2
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is
dated April 18, 1997, by and between FORTIS, INC., a
corporation organized under the laws of the State of
Nevada ("Purchaser"), and FORTIS AMEV N.V., a
corporation organized under the laws of The Netherlands
("Seller").
WHEREAS, Seller owns all of the issued and outstanding
common stock of First Fortis Life Insurance Company, a
life insurance company organized under the laws of the
State of New York ("FFLIC"); and
WHEREAS, Seller desires to sell to Purchaser, and
Purchaser desires to purchase, all of such shares;
NOW, THEREFORE, in consideration of the mutual
covenants and agreements set forth herein, and other
good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the
parties, intending to be legally bound, agree as
follows:
1. Transfer of Shares. Seller agrees to sell, convey
and transfer to Purchaser all of its right, title and
interest in and to 100,000 shares of the common stock,
$20 par value per share, of FFLIC (the "Shares"),
evidenced by stock certificate number 1, and Purchaser
agrees to purchase such Shares. The consummation of
this Agreement shall take place as soon as practicable
after the execution of this Agreement by both parties
and all necessary governmental approvals are obtained.
2. Purchase Price. The purchase price for the Shares
will be U.S. $33,042,000 (the "Purchase Price"). The
parties acknowledge that the Purchaser will obtain the
funds to pay the Purchase Price from its corporate
parent, AMEV/VSB 1990 N.V., which will make a capital
contribution to Purchaser in such amount, effective on
the date of consummation of this Agreement. The
parties further acknowledge that, in the interest of
convenience, Purchaser will direct AMEV/VSB 1990 N.V.
to pay such funds directly to Seller, effective on the
date of consummation of this Agreement.
3. Clear Title. Seller represents and warrants to
Purchaser that the Shares constitute all of the issued
and outstanding capital stock of FFLIC, and that Seller
is hereby selling, conveying and transferring the
Shares to Purchaser free and clear of any and all
liens, claims, charges, security interests,
restrictions, options and encumbrances whatsoever.
4. Governing Law. Regardless of the place or places
where this Agreement may be executed or delivered, this
Agreement shall be governed by and construed in
accordance with the laws of the State of New York,
without regard for its conflicts of laws principles.
5. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an
original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this
Agreement to executed by their duly authorized officers
as set forth below.
FORTIS, INC.
By: /s/ J. Kerry Clayton
Name: J. Kerry Clayton
Title: Executive Vice President
FORTIS AMEV N.V.
By: /s/ J.L.M. Bartelds
Name: J.L.M. Bartelds
Title: Chairman Executive Board
By: /s/ B.J.H.S. Feilzer
Name: B.J.H.S. Feilzer
Title: Vice-Chairman Executive Board
