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UNITED STATES
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: May 8, 1998
INTERCARGO CORPORATION
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(Exact name of registrant as specified in charter)
DELAWARE 0-16748 36-3414667
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1450 American Lane, 20th Floor, Schaumburg, Illinois 60173
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(Address of principal executive offices)
Registrant's telephone number, including area code: (847) 517-2990
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Item 5. Other Events
On April 30, 1998, a subsidiary of the Registrant, International Advisory
Services, Inc. ("IAS"), transferred to The Roanoke Companies, Inc. ("Roanoke")
all of the insurance brokerage agency business of IAS in consideration for
cash, convertible preferred stock and a secured installment note totaling
approximately $7.9 million. The transaction was effected through the sale of
the capital stock of seven subsidiaries of IAS. The purchase price, which is
equivalent to approximately one time the commission revenue of the transferred
agencies, is subject to adjustment based upon commission revenue of the
transferred agencies for the 12 month period ending June 30, 1999. Roanoke is
engaged primarily in the business of distributing insurance products. As part
of the transaction Intercargo Insurance Company, the wholly owned insurance
products subsidiary of the Registrant, has appointed Roanoke as a
non-exclusive distribution agent. In addition, Roanoke has agreed for a
period lasting at least until November 5, 2001, to continue to place with
Intercargo all custom bonds, marine and other coverages generated from the IAS
customers existing at the time of the transfer. The transaction does not
affect business derived by Intercargo Insurance Company from other independent
agencies.
FORWARD LOOKING STATEMENTS
This statement includes forward-looking information as that term is defined in
the Private Securities Litigation Reform Act of 1995 and is therefore subject
to certain risks and uncertainties. There can be no assurance that actual
results, business conditions, business developments, losses and contingencies
and local and foreign factors will not differ materially from that suggested
in the forward looking statements as a result of various factors including
market conditions, competition, reinsurance availability, foreign affairs, and
natural disasters.
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 thereunto duly authorized.
INTERCARGO CORPORATION
By: /s/ Michael L. Rybak
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Michael L. Rybak
Chief Financial Officer and Vice
President
Dated: May 8, 1998