SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 31, 2002
HUB INTERNATIONAL LIMITED
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(Exact Name of Registrant as Specified in Its Charter)
ONTARIO
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(State or Other Jurisdiction of Incorporation)
1-31310 36-4412416
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(Commission File Number) (I.R.S. Employer Identification No.)
55 EAST JACKSON BOULEVARD, CHICAGO, IL 60604
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(Address of Principal Executive Offices) (Zip Code)
(877) 402-6601
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(Registrant's Telephone Number, Including Area Code)
n/a
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 31, 2002, Hub International Limited (the "Company")
acquired Fifth Third Insurance Services, Inc. (the "Agency"), an insurance
brokerage subsidiary of Cincinnati-based Fifth Third Bancorp. The Agency will
carry on business under the name Hub International of Indiana Limited.
Prior to the acquisition, the Agency transferred certain of its
bank-related life and title insurance business to another subsidiary of Fifth
Third Bancorp. The assets remaining in the Agency (the "Remaining Assets"),
which generated approximately US$25 million in revenue for the year ended
December 31, 2002, include property, casualty and employee benefits insurance
lines of business.
The purchase price of $37.0 million was paid in cash with funds
borrowed under the Company's existing revolving credit facility, the Amended and
Restated Credit Agreement dated as of June 21, 2001 between the Company and Bank
of Montreal, which bears interest at a floating annual rate of LIBOR plus
1.125%. The determination of the purchase price was principally based on the
historic revenue and expenses of the Remaining Assets.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The financial statements required by this Item will be filed on or before March
15, 2003.
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ITEM 9. REGULATION FD DISCLOSURE.
The information in this report (including the exhibit) is furnished
pursuant to Item 9 and shall not be deemed "filed" for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that section.
Hub International Limited issued press releases on December 30, 2002
and January 1, 2002, the full text of which are attached as Exhibit 99.1 and
99.2, respectively, and are incorporated herein by reference.
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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.
HUB INTERNATIONAL LIMITED
(Registrant)
Date: January 7, 2003 By: /s/ W. Kirk James
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Name: W. Kirk James
Title: Vice President, Secretary
and General Counsel
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Stock Purchase Agreement by and among Hub U.S. Holdings, Inc. and Fifth Third
Financial Corp., dated December 29, 2002
99.1 Press release dated December 31, 2002
99.2 Press release dated January 1, 2003
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