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| AAME > SEC Filings for AAME > Form 8-K on 2-Jan-2008 | All Recent SEC Filings |
2-Jan-2008
Entry into a Material Definitive Agreement, Financial Statements and Exhib
On December 27, 2007, Atlantic American Corporation (the "Company") announced that it had entered into a Stock Purchase Agreement (the "Agreement"), dated December 26, 2007, with Columbia Mutual Insurance Company ("Columbia"). Pursuant to the Agreement, the Company has agreed to sell to Columbia all of the stock of the Company's wholly owned subsidiaries Georgia Casualty & Surety Company ("Georgia Casualty"), Association Casualty Insurance Company ("Association Casualty") and Association Risk Management General Agency, Inc. ("Risk Management"). Georgia Casualty, Association Casualty and Risk Management comprise the Company's Regional Property & Casualty business unit.
The purchase price, to be paid in cash, will be equal to the adjusted statutory capital and surplus, as defined in the Agreement, of each of the companies at December 31, 2007, plus $4.5 million. The transactions contemplated by the Agreement are expected to close not later than March 31, 2008, pending the receipt of all relevant regulatory approvals.
In addition to the required receipt of all relevant regulatory approvals, the consummation of the transactions contemplated by the Agreement is subject to the satisfaction of a number of conditions customary for transactions of this nature, and the prior completion of the transfer by the Company of certain of its investment assets out of the Regional Property & Casualty business unit. If either the Company or Columbia terminate the Agreement in certain instances as set forth therein, such party would be liable to the other for a fee in the amount of $2.0 million.
A copy of the press release announcing the entry into the Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.
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