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 (Date of earliest event reported): September 7, 1999
AMERICAN RISK MANAGEMENT GROUP, INC.
------------------------------------
(Exact name of registrant as specified in its charter)
Florida 000-22653 65-0353816
-------------- ----------- ------------------
State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1900 Corporate Boulevard Suite 400
East Boca Raton, Florida 33431
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (561) 988-2544
-------------
Coventry Industries Corp.
-------------------------------------------------------------
(Former name or former address, if changed since last report.)
Item 1. Change in Control of Registrant.
On September 7, 1999, pursuant to an Exchange Agreement dated September 29,
1998 (the Exchange Agreement") among Coventry Industries Corp., BSD Healthcare
Industries, Inc. ("BSD"), Stephen Rosedale and Ronald Wilheim as shareholders of
BSD, People First Staffing, LLC ("PF") and Stephen Rosedale and Ronald Wilheim
as the members of PF (the "Members") the Company issued an aggregate of
5,000,000 shares of its common stock to a limited liability company controlled
by Messrs. Rosedale and Wilheim as consideration of the acquisition of PF.
Upon completion of the transaction, Mr. Rosedale became our Chairman of the
Board of Directors and Mr. Wilheim our Chief Executive Officer and Vice
Chairman. Robert Hausman is continuing as our President. Ralph Fain will serve
as the president of PF. This management team will manage our combined
operations.
The Company also approved an amendment to its Articles of Incorporation
that effective on September 7,1999 increased the number of authorized shares of
preferred stock from 250,000 shares to 5,000,000 shares and the common stock
from 3,125,000 shares to 50,000,000 shares common stock and to changed the name
to American Risk Management Group, Inc.
Five directors have been elected to serve until the next annual meeting of
shareholders, of which four were appointed by PF pursuant to the Exchange
Agreement. The following table sets forth as the names, ages and positions held
with respect to our current directors and executive officers:
Name Age Current Position New Position
- ---- --- ---------------- ------------
Robert Hausman 43 Chairman of the Board, President and President and Chief Operating Officer
Chief Executive Officer
Stephen Rosedale 55 Director nominee Chairman of the Board
Ronald Wilheim 30 Director nominee Executive Vice President and Chief
Executive Officer
Steve Wilder (1)(2) 51 Director Director
Simon Groner (1)(2) 57 Director Director and Secretary
(1) Member of Compensation Committee
(2) Member of the Audit Committee
Stephen Rosedale was elected a director in August 1999. Mr. Rosedale founded
Communicare Health Services, Inc. in 1978 and since its inception, Mr. Rosedale
has been Chairman of the Board of Directors and Chief Executive Officer.
Communicare owns, operates and manages long term care facilities, home care and
assisted living companies and communities and rehabilitation facilities.
Ronald Wilheim was elected a director in August 1999. Mr. Wilheim has been
Corporate Counsel of CommuniCare since August 1995. Prior to that time, Mr.
Wilheim attended law school at Benjamin Cardozo School of Law in New York.
Robert Hausman was elected President and a Director on June 1, 1997 following
the acquisition of Federal. Mr. Hausman, who was elected Chairman of the Board
in September 1997, also serves on the Board of Directors of each of our
subsidiaries and is a member of the Audit Committee. Mr. Hausman devotes
substantially all of his time and attention to our business. From October 1994
to October 1997, Mr. Hausman was President and Chief Executive Officer of
Federal and since May 1995, Mr. Hausman has also been 25% shareholder of South
Eastern Sound & Communications, Inc., a Boca Raton based sales, service and
installation company of sound and communications systems.. From February 1982
until July 1994, Mr. Hausman was a 50% owner and Executive Vice President of
Bedford Weaving Mills, a Bedford, Virginia based specialty textile mill. Bedford
Weaving Mills was acquired by Mr. Hausman and his partner in February 1982 from
Belding Hemingway, Inc.
Simon Groner was elected a director in April 1999. Mr. Groner has been engaged
in the private practice of law in Cincinnati, Ohio since 1976, specializing in
civil and criminal litigation, business law, as well as patent, trademark and
copyright law. Mr. Groner also was an engineer for Sherwin-Williams Chemicals
and Procter & Gamble before he started his law practice.
Steve Wilder was elected a director in August 1999. He has been Vice President,
Treasurer and Chief Financial Officer of CommuniCare Health Services since 1993.
From 1976 to 1993, he was with Arthur Young Company (now Ernst & Young), where
he rose from entry level staff accountant to become an audit partner and leader
of the health care group.
Significant Employee
Ralph Fain has been the President of PeopleFirst since December 1998. He has
over 10 years experience in the PEO business. From 1996 to 1997, he was a
regional vice president of Digital Solutions, Inc., a publicly-traded staffing
and outsourcing company and from 1995 to 1996 he was president of Link Employer
Services, a multi-location staffing company and PEO. From 1989 to 1994 he was
president of The Laxus Group, a PEO.
Security Ownership of Certain Beneficial Owners and Management
- --------------------------------------------------------------
As of September 7, 1999 there were 6,149,751 shares of common stock issued
and outstanding. The following table sets forth, as of the close of business on
September 7, 1999 (a) the name, address and number of shares of each person
known by American Risk to be the beneficial owner of more than 5% of our common
stock and (b) the number of shares owned by each director, each director nominee
and all officers and directors as a group, together with their respective
percentage holdings of such shares after the exchange:
Name of Beneficial Owner Number of Shares Percent of Class
------------------------ ---------------- ----------------
Robert Hausman 213,498 (1) 3.5%
Steve Wilder 0 0
Simon Groner 0 0
Lester Gann 94,125 1.5%
Stephen Rosedale 3,034,600 (2) 49.3%
Ronald Wilheim 2,008,650 (2) 32.7%
Wirral Anstan Holdings, Ltd. 900,000 (3) 13.0%
Hirzel Court
Guernsey, GY1, 2NN
Channel Islands
All Officers and Directors as a Group
(five persons) 5,350,873 87.0%
(1) Includes 2,498 shares of common stock owned by Barbara Hausman, his
spouse, however, pursuant to Rule 16a-3 of the Securities Exchange Act
of 1934, as amended, Mr. Hausman disclaims beneficial ownership of the
shares held by his wife.
(2) Shares owned by a limited liability company in which Messrs. Rosedale
and Wilheim are the sole members.
(3) Includes 800,000 shares that may be issued upon exercise of Warrants
that are not currently exercisable.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. None
(b) Pro Forma Financial Information. None
(c) Exhibits.
3.14 Articles of Amendment to the Articles of Incorporation changing the
name of the Corporation to American Risk Management Group Inc, and
increasing the number shares of authorized common and preferred stock.
99 Press release dated September 7, 1999
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.
AMERICAN RISK MANAGEMENT GROUP, INC.
Date: September 17, 1999 By: /s/ Robert Hausman
-------------------------------
Robert Hausman, President
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
3.15 Articles of Amendment to the Articles of Incorporation changing the
name of the Corporation to American Risk Management Group Inc, and
increasing the number shares of authorized common and preferred stock.
ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION
OF
COVENTRY INDUSTRIES CORP.
-------------------------
The undersigned, Robert L. Hausman, President of Coventry Industries Corp.,
a Florida corporation organized and existing under and by virtue of the Florida
Business Corporation Act (the "Corporation"), does hereby certify:
1. The name of the Corporation is Coventry Industries Corp.
2. The following provisions of the Articles of Incorporation of the
Corporation are amended in the following particulars:
3. Article I is deleted and replaced with the following:
"ARTICLE I
CORPORATE NAME
The name of this Corporation shall be American Risk Management Group, Inc."
4. Article IV is deleted and replaced with the following:
"ARTICLE IV
CAPITAL STOCK
The maximum number of shares that this Corporation shall be authorized to issue
and have outstanding at any one time shall be fifty five million (55,000,000)
shares which are to be divided into two classes as follows:
55,000,000 shares of common stock with a par value of $.001 per share; and
5,000,000 shares of preferred stock, with a par value of $.001 per share.
Series of preferred stock may be created and issued from time to time, with
such designations, preferences, conversion rights, cumulative, relative,
participating, optional or other rights, including voting right, qualifications,
limitations or restrictions thereof as shall be stated and expressed in the
resolution or resolutions providing for the creation and issuance of such series
of preferred stock as adopted by the Board of Directors pursuant to the
authority in this paragraph given."
5. The foregoing amendments were adopted by a majority of the shareholders
by written consent dated July 30, 1999 and by the directors of the Corporation
by unanimous written consent dated July 30, 1999, and the number of votes cast
by the shareholders was sufficient for approval.
IN WITNESS WHEREOF, the undersigned President of the Corporation has
executed these Articles of Amendment as of this 7th day of September, 1999.
COVENTRY INDUSTRIES CORP.
By: /s/ Robert Hausman
-----------------------------
Robert Hausman, President
Coventry Industries Announces Closing of
PeopleFirst Transaction - Changes Name to
American Risk Management Group, Inc.
BOCA RATON, FL--September 7th, 1999--Coventry Industries Corp.
(OTC:BB:COVN) today announced that the previously announced transaction with
PeopleFirst LLC was completed today. The Company's name will be changed as of
the closing to "American Risk Management Group, Inc." in order to better reflect
the future emphasis of the Company's business. In connection with the
transaction, five directors have been elected to serve on the board of
directors. Four of the directors, Stephen Rosedale, Ronald Wilheim, Steve Wilder
and Simon Groner, were nominated by PeopleFirst. One director, Robert Hausman
was nominated by the Company and will continue to serve on our board of
directors and as the Company's President. Stephen Rosedale has been elected as
Chairman of the Board.
Robert Hausman, President of the Company commented after the closing,
"After an extensive amount of time and effort, we have restructured the Company
and laid the foundation to build a very solid and substantial administrative
services organization sharply focused on becoming a world class provider of
these services."
Coventry has acquired PeopleFirst to function as an administrative services
organization to provide small-to medium-sized businesses with comprehensive,
fully integrated outsourcing solutions to human resource needs, including
payroll management, workers' compensation risk management, benefits
administration, unemployment services and human resource consulting services.
PeopleFirst's services are designed to enable small and medium-sized businesses
to cost-effectively manage and enhance the employment relationship by: (i)
controlling the risks and costs associated with workers' compensation, workplace
safety and employee-related litigation; (ii) providing employees with high
quality health care coverage and related benefits; (iii) managing the
increasingly complex legal and regulatory environment affecting employment; (iv)
providing payroll and human resource administrative services that are reliable,
accurate and delivered in a friendly and caring way; (v) outsourcing
administrative noncore competency responsibilities and (vi) achieving scale
advantages typically available to larger organizations. As of September 1, 1999,
PeopleFirst serves over 6,000 employees at more than 80 worksites in 22 states,
primarily in the healthcare industry. These employees work for several clients
engaged in various aspects of the health care industry ranging from nursing
homes to home health care operations.
The Company's growth strategy is to be a preferred human resources partner
in the healthcare and other areas by leveraging operational excellence,
technology and strategic alliances to achieve market leadership. This strategy
is based on the fact that the current Administrative Services and Professional
Employment Organization industries are highly fragmented. According to the U. S.
Small Business Administration, there are nearly six million businesses in the
United States with fewer than 500 employees, employing over 52 million persons
and with $1.2 trillion in aggregate annual payroll.
The National Association of Professional Employer Organizations ("NAPEO")
estimates that the PEO industry co-employs fewer than three million worksite
employees, leaving approximately 49 million employees currently not served by
the PEO industry. The Company
believes that significant consolidation opportunities exist within the industry
due to increasing industry regulatory complexity and capital requirements
associated with developing larger service delivery infrastructures, more
diversified services and more sophisticated management information systems.
The Company is currently in negotiations to acquire a large voluntary
benefits insurance agency. The Company is also seeking to acquire one or more
entities to both underwrite and sell life and health insurance to individuals
and companies. The Company will offer various insurance products to the
employees through voluntary benefit or payroll deduction programs and hopes to
develop a network of company-owned agencies and independent agents.
American Risk Management Group, Inc., whose subsidiaries include companies
involved in manufacturing, marketing and distribution, and human resource
outsourcing services, is a growth oriented OTC Bulletin Board company.
Certain of the statements contained in the press release may be deemed
forward-looking statements in accordance with the Private Litigation Reform Act
of 1996. Such statements and other matters addressed in the press release
involve a number of risks and uncertainties. Among the factors that could cause
actual plans to differ materially from these statements and other matters are
the risks and factors detailed, from time to time, in the company's reports with
the U.S. Securities and Exchange Commission.
Contact:
American Risk Management Group, Inc.
Robert L. Hausman, President, 561.988.2544