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 Report Date (Date of earliest event reported): June 11, 1996 FOREMOST CORPORATION OF AMERICA (Exact name of registrant as specified in charter) DELAWARE 0-6478 38-1863522 (State or other jurisdic- (Commission (IRS Employer tion of incorporation) File Number) Identification Number) 5600 BEECH TREE LANE, CALEDONIA, MICHIGAN 49316 MAILING ADDRESS: P.O. BOX 2450, GRAND RAPIDS, MICHIGAN 49501 (Address of principal executive offices) (Zip Code) (616) 956-8218 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name of former address, if changed since last report) Item 5. OTHER EVENTS. On June 11, 1996, Foremost Corporation of America ("Foremost" or the "Registrant") announced the completion of the sale of its subsidiary, Foremost Life Insurance Company ("Foremost Life"), to Woodmen Accident and Life Company of Lincoln, Nebraska ("Woodmen"). Under the terms of the Stock Purchase Agreement dated May 9, 1996, as amended by the First Amendment to Stock Purchase Agreement dated June 11, 1996, Woodmen acquired all of the issued and outstanding capital stock of Foremost Life. Net after-tax proceeds from the sale amounted to approximately $17.5 million to Foremost. Foremost anticipates that it will incur an after tax loss on the sale of approximately $1.1 million. Foremost and Woodmen will participate in a joint election under Section 338(h)(10) of the Internal Revenue Code to treat the transaction as a purchase of assets for tax purposes. The amount of the sale price was determined pursuant to arms-length negotiation between the parties. There is no relationship between Woodmen and Foremost or any of its subsidiaries, any director or officer of Foremost, or any associate of any such director or officer. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Exhibit: The following exhibit is furnished with this Form 8-K Current Report: EXHIBIT NO. DOCUMENT 99 Press Release of Foremost dated June 11, 1996. 2 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. FOREMOST CORPORATION OF AMERICA Date: June 11, 1996 By /S/ F. ROBERT WOUDSTRA F. Robert Woudstra Executive Vice President and Treasurer (Principal Financial Officer) 3 EXHIBIT INDEX SEQUENTIALLY EXHIBIT DOCUMENT NUMBERED PAGE 99 Press Release of Foremost Corporation of America dated June 11, 1996. 5 4