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| AAME > SEC Filings for AAME > Form 8-K on 4-Apr-2008 | All Recent SEC Filings |
4-Apr-2008
Entry into a Material Definitive Agreement, Termination of a Material Defi
On March 31, 2008, Atlantic American Corporation (the "Company") completed its previously announced sale (the "Disposition") of 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") to Columbia Mutual Insurance Company ("Columbia"). The sale was completed in accordance with the previously disclosed terms and conditions of the Stock Purchase Agreement, dated December 26, 2007, between the Company and Columbia, subject to certain potential post-closing adjustments to the purchase price. The gross proceeds were invested by the Company. Georgia Casualty, Association Casualty and Risk Management comprised the Company's Regional Property & Casualty business unit.
As a part of the overall transactions related to the completion of the Disposition, the Company and Columbia entered into a Non Competition Agreement, dated March 31, 2008 (the "Noncompete Agreement"). The Noncompete Agreement provides that, until March 31, 2010, the Company generally will not compete with Columbia in certain territories in connection with the underwriting of primary standard property and casualty insurance.
Also in connection with the completion of the Disposition, the Company and Wachovia Bank, National Association ("Wachovia") entered into a First Amendment to Credit Agreement and Pledge Agreement, dated as of March 28, 2008 (the "First Amendment"). The First Amendment amended the Company's existing credit, and related pledge, agreement with Wachovia to permit the Company's sale of the Regional Property & Casualty business unit and conform certain terms in those agreements after taking into account the Disposition.
Additionally, the Company, its subsidiary Bankers Fidelity Life Insurance Company, Georgia Casualty and Delta Life Insurance Co. ("Delta Life"), a company controlled by the Company's chairman and majority shareholder, entered into a First Amendment to Lease Agreement (the "Lease Amendment"), dated March 31, 2008, pursuant to which that certain lease agreement under which Delta Life leases certain office space to the Company and various of its subsidiaries was modified to reduce the rented space, and related rental fees and expenses, on a pro rata basis to reflect the completion of the Disposition.
In connection with the completion of the Disposition, the Company and Georgia Casualty also entered into a Termination of Management Agreement, dated as of March 31, 2008 (the "Termination Agreement"). The Termination Agreement terminates that certain Management Agreement, dated as of July 31, 1993, between the Company and Georgia Casualty pursuant to which the Company had provided certain management and related services to Georgia Casualty.
The information contained in the first paragraph under "Item 1.01 - Entry into a Material Definitive Agreement" is incorporated herein by reference. On March 31, 2008, the Company issued a press release (the "Press Release") announcing, among other things, the completion of the Disposition. A copy of the press release is attached hereto as Exhibit 99.1.
On March 31, 2008, the Company reported its results for its fourth quarter and year ended December 31, 2007. The second paragraph of the Press Release is incorporated herein by this reference.
The information contained in this Item 2.02 and in the second paragraph of the
accompanying exhibit shall not be incorporated by reference into any filing of the
Company, whether made before or after the date hereof, regardless of any general
incorporation language in such filing, unless expressly incorporated by specific
reference to such filing. The information in this Item 2.02, including in the second
paragraph of the exhibit hereto, shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act
of 1933, as amended.
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