-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O3Xf9HXONDQ6AXgxVlufSxlOlu0CVJRDsA4hvS3p19QB2IMeLKM/T/NHfnPY4SBs e922bPXo+aSBCOr3e0Va4Q== 0000086317-97-000067.txt : 19970509 0000086317-97-000067.hdr.sgml : 19970509 ACCESSION NUMBER: 0000086317-97-000067 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970430 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19970508 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST FORTIS LIFE INSURANCE CO CENTRAL INDEX KEY: 0000914804 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 132699219 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-71690 FILM NUMBER: 97597870 BUSINESS ADDRESS: STREET 1: 220 SALINA MEADOWS PARKWAY STREET 2: P O BOX 3209 CITY: SYRACUSE STATE: NY ZIP: 13220 BUSINESS PHONE: 3154510066 MAIL ADDRESS: STREET 1: P O BOX 3209 STREET 2: 220 SALINA MEADOWS PARKWAY CITY: SYRACUSE STATE: NY ZIP: 13220 8-K 1 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) 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. 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 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 -----END PRIVACY-ENHANCED MESSAGE-----