============================================================================== 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: September 3, 1998 INTERCARGO CORPORATION -------------------------------------------------- (Exact name of registrant as specified in charter) DELAWARE 0-16748 36-3414667 - ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 1450 American Lane, 20th Floor, Schaumburg, Illinois 60173 ---------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (847) 517-2990 ============================================================================== Item 5. Other Events On September 3, 1998 the Board of Directors authorized the Registrant to make open market purchases from time to time of up to 1 million shares of Registrant's common stock at then-prevailing market prices or in private transactions at negotiated prices. There are approximately 7.7 million shares of common stock outstanding. A copy of the press release announcing this action is attached hereto as Exhibit A to this filing. 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 ----------------------------------- Michael L. Rybak Chief Financial Officer and Vice President Dated: September 8, 1998 - ---------------------------------PRESS RELEASE---------------------------------- INTERCARGO CORPORATION FOR IMMEDIATE RELEASE - --------------------- Contact: Michael L. Rybak, Chief Financial Officer 847/517-2990, Extension 500 INTERCARGO CORPORATION ANNOUNCES STOCK REPURCHASE PLAN Schaumburg, Illinois - Thursday, September 3, 1998 -- Intercargo Corporation (NASDAQ:ICAR) announced today that its Board of Directors has authorized the Company to make open market purchases from time to time of up to 1,000,000 shares of its common stock at then-prevailing market prices or in private transactions at negotiated prices. The Company believes that current market conditions make such purchases attractive and a prudent use of its cash. There are approximately 7,700,000 shares of common stock outstanding. Headquartered in Schaumburg, Illinois (a Chicago suburb), Intercargo Corporation is a leading provider of specialized insurance coverages for companies involved with international trade. Intercargo markets to Customs brokers, freight forwarders, logistics providers, intermodal carriers, importers and exporters through appointed independent insurance agents. Specialty products offered include U.S. Customs bonds, commercial surety, cargo insurance, general liability, workers compensation, truck liability and professional liability for Customs brokers/freight forwarders. In addition to its Schaumburg headquarters, the Company has underwriting operations in the United Kingdom and Hong Kong.