<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 2, 1997
MAIC HOLDINGS, INC.
-----------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware
----------------------------------------------
(State or Other Jurisdiction of Incorporation)
63-1137505
- ----------------------------- ---------------------------------
(Commission File Number) I.R.S. Employer Identification No.
100 Brookwood Place
Birmingham, Alabama 35209
---------------------------------------
(Address of Principal Executive Offices)
(205) 877-4400
--------------------------
(Registrant's Telephone Number, Including Area Code)
<PAGE> 2
ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS
Effective December 20, 1996 ("Effective Date") upon the filing of
Articles of Merger with the Secretary of State of Missouri, MOMED Holding Co.,
a Missouri corporation ("MOMED Holding") was merged with and into MOMED
Acquisition, Inc., a Missouri corporation ("MOMED Acquisition") and wholly
owned subsidiary of MAIC Holdings, Inc., a Delaware corporation ("MAIC
Holdings") pursuant to that certain Agreement and Plan of Merger dated June 11,
1996 between MOMED Holding, MAIC Holdings and MOMED Acquisition ("Agreement and
Plan of Merger"). MOMED Acquisition is the surviving legal entity of the
Merger under the name of "MOMED Holding Co." MOMED Holding operates as an
insurance holding company and through its wholly owned subsidiary, Missouri
Medical Insurance Company, a Missouri corporation ("MOMEDICO") is engaged in,
among other things, the business of providing medical professional liability
insurance.
As of the Effective Date, each issued and outstanding share of Class A
Common Stock of MOMED Holding was converted into the right to receive at the
election of the holder of such Class A Common Stock, subject to possible
proration as set forth in the Agreement and Plan of Merger, either cash or
common stock of MAIC Holdings (collectively, "Merger Consideration"). Each
holder of issued and outstanding shares of Class A Common Stock of MOMED
Holding had the right to elect to receive $25.32 (without interest) per share
of MOMED Holding Class A Common Stock ("Cash Election") or to elect to have
such holders' shares of MOMED Holding Class A Common Stock converted as of the
Effective Date into .779 of a share of MAIC Holdings common stock for a share
of MOMED Holding Class A Common Stock ("Stock Election"). Holders of shares of
MOMED Holding Class A Common Stock on October 18, 1996, the record date for the
special meeting of the stockholders of MOMED Holding, were furnished a form for
making the election together with a Proxy Statement/Prospectus and proxy card.
Pursuant to the returned elections forms, holders of 483,132 shares of MOMED
Holding Co. Class A Common Stock elected to receive MAIC Holdings common stock
pursuant to properly executed Stock Elections, and holders of a total of
249,066 shares of MOMED Holding Co. Class A Common Stock either elected to
receive cash pursuant to properly executed Cash Elections or were deemed to
have made Cash Elections pursuant to the Proxy Statement/Prospectus.
Accordingly, the persons making Stock Elections are entitled to receive 376,359
shares of MAIC Holdings common stock (46,852 of which will be owned by MOMEDICO
and will not be treated as outstanding for accounting purposes) and the persons
making Cash Elections are entitled to receive $6,306,351.20, in each case as of
the Effective Date of the merger and without proration.
As of September 30, 1996, MAIC Holdings had total assets of
$799,375,810 and MOMED Holding had total assets of $82,526,645. The total
acquisition cost of the transaction to MAIC Holdings has been determined to be
$17,659,540. Based on a preliminary estimate of the allocation of the purchase
price, the transaction will result in an excess fair value over cost of net
assets acquired and will result in approximately $1,000,000 negative goodwill.
The transaction will result in no significant impact on 1996 earnings of MAIC
Holdings.
The Agreement and Plan of Merger was approved by the State of Missouri
Department of Insurance by order dated August 13, 1996. On October 4, 1996,
MAIC Holdings filed a registration statement on SEC Form S-4, Registration No.
333-13465 ("Registration Statement"), to register 396,852 shares of MAIC
Holdings common stock reserved for issuance as consideration pursuant to the
Agreement and Plan of Merger. The SEC declared the Registration Statement
2
<PAGE> 3
effective on October 22, 1996 at which time MOMED Holding in connection with
the special meeting of the stockholders of MOMED Holding mailed to each of its
stockholders the Proxy Statement and Prospectus included in the Registration
Statement ("Proxy Statement/Prospectus") describing the Agreement and Plan of
Merger and soliciting proxies and Cash and Stock Elections from MOMED Holdings'
stockholders. The stockholders of MOMED Holding approved the Agreement and
Plan of Merger at its special stockholders meeting held November 22, 1996.
MAIC Holdings common stock issued pursuant to the Agreement and Plan
of Merger, unless otherwise restricted, will be tradeable on the New York Stock
Exchange under the trading symbol "MAI".
No third party financing was used by MAIC Holding in connection with
this transaction.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
Not applicable pursuant to Rule 3-05(b) of the Securities and
Exchange Commission.
3
<PAGE> 4
(b) Pro Forma Financial Information
Not applicable pursuant to Article 11 of Regulation S-X of the
Securities and Exchange Commission.
(c) Exhibits
None
4
<PAGE> 5
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.
MAIC HOLDINGS, INC.
By: /s/ James J. Morello
---------------------------
James J. Morello
Treasurer and Chief
Financial Officer
January 2, 1997
