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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):
December 23, 1997
THE GUARANTEE LIFE COMPANIES INC.
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(Exact name of registrant as specified in its charter)
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Delaware 0-26788 47-0785066
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(State of Incorporation) (Commission File Number) (IRS Employer Identification Number)
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8801 Indian Hills Drive,
Omaha, Nebraska 68114
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(Address of principal executive offices) (Zip Code)
(402) 361-7300
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if changed since last report)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
The Guarantee Life Companies Inc. ("Guarantee") a Delaware corporation, and
Guarantee Life Insurance Company ("Guarantee Life"), a wholly owned subsidiary
of Guarantee and a Nebraska corporation, acquired PFG, Inc., a Pennsylvania
corporation ("PFG"), in a negotiated transaction by merging Guarantee
Subsidiary, Inc. ("Newco") into and with PFG effective December 23, 1997. The
acquisition was consummated pursuant to the Merger Agreement dated as of October
17, 1997, among Guarantee, Newco and PFG, which was the subject of a press
release that was included in a Form 8-K filed on October 23, 1997 and is
incorporated herein by reference as Exhibit 2. PFG is the surviving corporation
and is owned 75% by Guarantee and 25% by Guarantee Life as a result of the
merger. Guarantee and Guarantee Life acquired PFG for cash consideration in the
total amount of $37,250,000, of which $27,937,500 was paid by Guarantee and
$9,312,500 was paid by Guarantee Life. The consideration amount was financed
with borrowings by Guarantee in the amount of $30,000,000 and by Guarantee Life
in the amount of $10,000,000 through their respective lines of credit with The
Chase Manhattan Bank, State Street Bank and Trust Company and Norwest Bank
Nebraska, National Association.
Through the acquisition of PFG, Guarantee and Guarantee Life acquired
indirect ownership of PFG's subsidiaries, AGL Life Assurance Company,
Philadelphia Financial Group, Inc. and PFG Distribution Company. AGL Life
Assurance Company primarily markets term insurance through a network of
brokerage general agencies, and independent agents and brokers. Philadelphia
Financial Group, Inc. provides insurance programs, products, and services to the
bank marketplace. PFG Distribution Company is a broker dealer for variable life
and annuity products.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
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Number Description
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2 Merger Agreement among The Guarantee Life Companies Inc.,
Guarantee Subsidiary, Inc. and PFG, Inc., dated as of October
17, 1997 (incorporated herein by reference to The Guarantee
Life Companies Inc.'s Form 8-K dated october 17, 1997 (SEC.
File No. 0-26788)).
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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.
THE GUARANTEE LIFE COMPANIES INC.
By /s/ Richard A. Spellman
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Richard A. Spellman, Senior Vice President,
General Counsel and Secretary
December 23, 1997
