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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
(Mark One)
[ X ] Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1997 or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Transition period from to
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Commission file number 1-12922
AMERICAN EAGLE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2100622
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
12801 North Central Expressway, Suite 800, 75243
Dallas, Texas (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code (972) 448-1400
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last year.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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APPLICABLE ONLY TO CORPORATE ISSUERS:
As of April 30, 1996, the number of shares outstanding of each of the
issuer's classes of common stock was as follows:
Common Stock ........... 7,047,098 shares, par value $.01 per share
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AMERICAN EAGLE GROUP, INC.
INDEX TO FORM 10-Q
Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed consolidated balance sheets as of
March 31, 1997 (unaudited) and
December 31, 1996 ............................... 3
Condensed consolidated statements of operations
for the three months ended March 31, 1997
(unaudited) and March 31, 1996 (unaudited) ....... 4
Condensed consolidated statements of cash flows
for the three months ended March 31, 1997
(unaudited) and March 31, 1996 (unaudited) ....... 5
Notes to condensed consolidated financial
statements (unaudited) ........................... 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations .... 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ........... 11
SIGNATURES ..................................................... 12
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AMERICAN EAGLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE DATA)
Unaudited)
December 31, March 31,
ASSETS 1996 1997
------------ ------------
Cash and investments $ 89,087 $ 66,562
Accounts receivable 48,714 55,625
Reinsurance recoverable, net 69,242 69,896
Deferred policy acquisition costs 14,509 13,234
Deferred reinsurance premiums 26,706 29,208
Other assets 13,701 13,460
------------ ------------
Total assets $ 261,959 $ 247,985
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Reserve for losses and loss adjustment expenses $ 138,133 $ 135,573
Unearned premiums 60,065 50,566
Other policy liabilities 7,646 16,833
Agency payables to insurance companies 1,094 (1,463)
Accounts payable and other liabilities 12,732 10,690
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Total liabilities 219,670 212,199
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Commitments and contingent liabilities
Series B Cumulative Preferred Stock, $.01 par value; 162,857
shares authorized, 142,857 shares issued and outstanding 1,629 1,428
Series D Cumulative Convertible Redeemable Preferred Stock,
$0.01 par value; 546,200 shares authorized, 350,000 shares
issued and outstanding at December 31, 1996 and 357,875
at March 31, 1997 33,164 33,952
Stockholders' equity:
Common Stock, $.01 par value, 21,000,000 shares authorized,
7,047,098 shares issued 71 71
Additional paid-in-capital 45,563 45,600
Unrealized apprec.(deprec.) on investment securities, net
of deferred taxes 106 (467)
Retained earnings (38,157) (44,711)
Less - 73,882 shares of common stock held in the treasury,
at cost (87) (87)
------------ ------------
Total stockholders' equity 7,496 406
------------ ------------
Total liabilities and stockholders' equity $ 261,959 $ 247,985
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The accompanying notes are an integral part of these financial statements.
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AMERICAN EAGLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE PERIODS ENDED
(UNAUDITED)
(IN THOUSANDS EXCEPT SHARE DATA)
Three Months Ended
March 31, March 31,
1996 1997
------------ ------------
Revenues
Earned premiums, net of reinsurance $ 32,834 $ 23,806
Agency operations, net (33) 326
Investment income, net 1,403 1,278
Realized investment gains (losses), net 153 (58)
------------ ------------
Total revenues 34,357 25,352
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Expenses
Losses and loss adjustment expenses, net of
reinsurance 27,519 19,953
Policy acquisition and other underwriting
expenses 10,758 11,142
Interest expense 250
------------ ------------
Total expenses 38,527 31,095
------------ ------------
Income (loss) before income tax expense (4,170) (5,743)
Income tax expense (benefit) (1,418)
------------ ------------
Net income (loss) $ (2,752) $ (5,743)
Net income (loss) available for common
stockholders (1) $ (2,776) $ (6,552)
============ ============
Weighted average number of common shares
outstanding 7,050,548 7,048,898
============ ============
Net income (loss) per share of common stock (1) $ (0.39) $ (0.93)
(1) After deduction of preferred dividends
The accompanying notes are an integral part of these financial statements.
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AMERICAN EAGLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED
(UNAUDITED)
(IN THOUSANDS)
March 31, March 31,
1996 1997
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Cash and cash equivalents derived from:
Total provided by (used in) operating activities $ (16,795) $ (22,358)
Investing activities-
Net proceeds (purchases) of short-term investments 24,730 (2,652)
Purchases of fixed income securities (14,587) (15,583)
Proceeds from sales of fixed income securities 6,119 15,428
Proceeds from maturities of fixed income securities 100 3,065
Purchases of property and equipment (325) 1,054
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Total provided by (used in) investing activities 16,037 1,312
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Financing activities-
Dividends paid on Series B and D Cumulative Preferred Stock (24) (806)
Dividends paid on common stock (282)
Proceeds from issuance of preferred stock 785
Redemption of Series B Cumulative Preferred Stock (201)
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Total provided by (used in) financing activities (306) (222)
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Net change in cash and cash equivalents (1,064) (21,268)
Cash and cash equivalents, beginning of period 2,922 23,093
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Cash and cash equivalents, end of period $ 1,858 $ 1,825
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The accompanying notes are an integral part of these financial statements.
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AMERICAN EAGLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED
MARCH 31, 1996 AND 1997
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of the
American Eagle Group, Inc. (the "Company") and subsidiaries for the three
months ended March 31, 1997 and 1996 have been prepared in accordance with the
instructions to the Form 10-Q and do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
In the opinion of management, all adjustments (consisting of only normal
recurring accruals) considered necessary for a fair presentation of the results
for the interim period have been included. Operating results for the three
months ended March 31, 1997 are not necessarily indicative of the results that
may be expected for the year ending December 31, 1997. These statements should
be read in conjunction with the financial statements and notes thereto for the
year ended December 31, 1996 included in the Company's Form 10-K.
2. SALES OF OPERATIONS
As previously announced, the Company has entered into transactions to sell its
aviation and artisan contractor insurance operations. The closing of the
aviation transaction will require approval by the Company's stockholders,
although stockholders owning a majority of the Company's voting stock have
agreed to vote in favor of the transaction. The closing of the aviation
transaction is also subject to regulatory approvals and other customary
conditions. The closing of the artisan transaction is subject to required
regulatory approvals and licenses and other customary conditions. The Company
has also entered into a letter of intent to sell its marine operations. The
closing of the marine transaction is subject to definitive documentation,
Boards' of Directors approvals, required regulatory approvals and licenses and
other customary conditions.
Upon completion of these transactions, the Company expects that it will no
longer write new or renewal policies for the foreseeable future. It will
continue to handle claims on the Company's policies that are not assumed as
part of these transactions and maintain the related reserves and assets.
Accordingly, the Company's revenues and earnings capacity will be significantly
lower in the future. Pro-forma financial data on the effect of these
transactions will be included in a Proxy Statement to Shareholders, which is
expected to be issued in the second quarter.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
FIRST QUARTER OF 1997 COMPARED TO THE FIRST QUARTER OF 1996
Gross Premiums Produced
Gross premiums produced for the first quarter of 1997 compared to the first
quarter of 1996 were as follows (in millions):
FIRST QUARTER
1996 1997
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Gross premiums produced $ 42.4 $ 23.8
For other companies (2.6) (3.9)
Assumed from other companies 1.6 3.3
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Gross premiums written 41.4 23.2
Ceded premiums (8.7) (8.2)
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Net premiums written $ 32.7 $ 15.0
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Gross premiums produced decreased 43.8% to $23.8 million for the first quarter
of 1997 from $42.4 million in the first quarter of 1996. Of this decrease,
23.3% was produced by the Aviation Division, 21.2% was produced by the Property
and Casualty Division (the "P&C Division"), and offset by a 0.6% increase
produced by the Marine Division. The decrease in the Aviation Division
resulted primarily from marketplace uncertainties about the financial condition
of the Company's major subsidiary, American Eagle Insurance Company ("AEIC").
During most of the first quarter of 1996, AEIC was rated "A-" by A.M. Best
Company ("Best"). In March 1996, Best downgraded AEIC's rating to a "B++." In
May 1996, Best downgraded AEIC's rating to a "B," where the rating remained
through most of the first quarter of 1997. In March 1997, Best downgraded
AEIC's rating to "D." The decrease in the P&C Division is due to the
discontinued underwriting of the trucking insurance business late in 1996 and
also the decreases in the Best rating.
The gross premiums produced for other companies increased 51.3% to $3.9 million
in the first quarter of 1997 from $2.6 million in the first quarter of 1996 as
a result of writing more business for other companies due to the decrease in
the A.M. Best Company rating.
The gross premiums assumed from other companies increased 111.3% to $3.3
million in the first quarter of 1997 from $1.6 million in the first quarter of
1996.
Gross premiums written decreased 43.9% to $23.2 million in the first quarter of
1997 from $41.4 million in the first quarter of 1996 as a result of the
decrease in gross premiums produced for the Company and its subsidiaries.
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Ceded premiums decreased 5.3% to $8.2 million in the first quarter of 1997,
compared to $8.7 million in the first quarter of 1996. This decrease is
primarily a result of a slight decrease in ceded losses on retrospectively
rated reinsurance contracts.
Net premiums written decreased 54.1% to $15.0 million in the first three months
of 1997, compared to $32.7 million in the first three months of 1996.
Sales of Operations
As previously announced, the Company has entered into transactions to sell its
aviation and artisan contractor insurance operations. The closing of the
aviation transaction will require approval by the Company's stockholders,
although stockholders owning a majority of the Company's voting stock have
agreed to vote in favor of the transaction. The closing of the aviation
transaction is also subject to regulatory approvals and other customary
conditions. The closing of the artisan transaction is subject to required
regulatory approvals and licenses and other customary conditions. The Company
has also entered into a letter of intent to sell its marine operations. The
closing of the marine transaction is subject to definitive documentation,
Boards' of Directors approvals, required regulatory approvals and licenses and
other customary conditions.
Upon completion of these transactions, the Company expects that it will no
longer write new or renewal policies for the foreseeable future. It will
continue to handle claims on the Company's policies that are not assumed as
part of these transactions and maintain the related reserves and assets.
Accordingly, the Company's revenues and earnings capacity will be significantly
lower in the future. Pro-forma financial data on the effect of these
transactions will be included in a Proxy Statement to Shareholders, which is
expected to be issued in the second quarter.
Revenues
Earned premiums, net of reinsurance, decreased 27.4% to $23.8 million in the
first quarter of 1997 from $32.8 million in the first quarter of 1996. Of this
decrease, 22.1% was related to the Aviation Division, 8.3% to the P&C Division,
with the Marine Division having an increase of 3.0%. Earned premiums, net of
reinsurance, declined at a lower rate in comparison to written premiums, net of
reinsurance, due to less of a decline in written premiums in earlier quarters,
which are now becoming earned premiums.
Agency operations, net, increase to a profit of $0.3 million in the first
quarter of 1997 from a minimal loss in the first quarter of 1996.
Investment income, net, decreased 7.1% to $1.3 million in the first quarter of
1997 from $1.4 million in the first quarter of 1996. The net tax-effected
investment yield on average invested assets for the first quarter of 1997
increased to 7.5% from 5.9% in the comparable quarter of 1996. Average
invested assets decreased $23.1 million in the first quarter of
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1997, compared to the first quarter of 1996, primarily as a result of cash flow
used in operating activities, as discussed below.
Realized investment gains (losses), net, were insignificant in the first
quarter of 1997 and 1996.
Operating Expenses
Losses and loss adjustment expenses, net of reinsurance, were 83.8% of earned
premiums, net of reinsurance, in the first quarter of 1997 and 83.8% in the
first quarter of 1996. The Aviation Division loss ratio increased 5.5
percentage points to 76.8% in the first quarter 1997, from 71.3% in the first
quarter of 1996 as a result of higher levels of hull losses. The P&C Division
loss ratio decreased 8.2 percentage points to 112.1% in the first quarter of
1997 from 120.3% in the first quarter of 1996. The unacceptable P&C Division
loss ratio is a result of losses from the discontinued trucking line of
business, where premium levels have declined faster than loss levels. The
Marine Division loss ratio increased 1.4 percentage points to 50.5% in the
first quarter of 1997 from 49.1% in the first quarter of 1996.
Policy acquisition and other underwriting expenses increased 14.0 percentage
points to 46.8% of earned premiums in the first quarter of 1997 from 32.8% of
earned premiums in the first quarter of 1996. The decrease in written premium
and related unearned premiums and earned premiums resulted in a decrease in the
amount of deferrable acquisition costs, which increased the expense level of
the current quarter. In addition, current expense levels could not be reduced
further due to the pending sales of the ongoing operations.
The Company's combined ratio increased 14.0 percentage points to 130.6% in the
first quarter of 1997 from 116.6% in the first quarter of 1996 as a result of
the factors discussed above. A combined ratio below 100% generally indicates
profitable underwriting prior to the consideration of investment income.
Management believes that there has been a seasonality pattern in the loss
ratio. Losses have historically been higher in the first half of the year and
then declined in the second half. The Company believes that this pattern
results primarily from weather-related factors which contribute to a higher
loss frequency in the first two quarters of the year.
The Company had no interest expense in the first quarter of 1997 due to the
repayment on December 31, 1996 of the Company's note payable. Interest expense
was $0.25 million in the first quarter of 1996.
Income
The Company did not record an income tax benefit in the first quarter of 1997
as compared to a benefit of $1.4 million recorded in the first quarter of 1996.
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The first quarter of 1997 net loss was $5.7 million, compared to net loss of
$2.8 million in the first quarter of 1996.
Net income (loss) available for common stockholders in the first quarter of
1997 was a net loss of $6.6 million, or $0.93 per share, compared to net loss
of $2.8 million, or $0.39 per share, in the first quarter of 1996. In the
first quarter of 1997, the Company paid in kind Series D Preferred Stock
dividends of $0.785 million. The Series D Preferred Stock was not outstanding
in the first quarter of 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company's consolidated cash flow used by operations was $22.4 million in
the first quarter of 1997, compared to cash flow used by operations of $16.8
million in the first quarter of 1996. The major uses of cash in the first
quarter of 1997 relate primarily to the decline in the volume of business
generated by the company, resulting in declines in unearned premiums, reserves
for losses and loss adjustment expenses and other liabilities, offset by an
increase in accounts receivable.
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
See Index to Exhibits attached hereto and incorporated herein by
reference.
(b) Reports on Form 8-K
The following report on Form 8-K has been filed during the first quarter
of 1997: Current Report on Form 8-K reporting under Item 5 that the
Company has entered into an agreement dated April 11, 1997 with Great
American Insurance Company to sell the general aviation business of the
Company.
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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 thereunto duly authorized.
AMERICAN EAGLE GROUP, INC.
Date: May 13, 1997 By: /s/ Richard M. Kurz
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Richard M. Kurz, Senior Vice President
and Chief Financial Officer
(Authorized Signatory and Principal
Financial and Accounting Officer)
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EXHIBITS
TO
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR
AMERICAN EAGLE GROUP, INC.
FOR QUARTER ENDED
MARCH 31, 1997
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
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4.1 -- Specimen Certificate for shares of Common Stock, $.01 par value,
of American Eagle Group, Inc. ("Registrant"), the "Company" or
"American Eagle") (Previously filed on May 11, 1994 with
Registrant's Amendment No. 2 to Registration Statement on Form
S-1, File No. 33-75490, and incorporated herein by reference).
4.2 -- Registration Rights Agreement, dated as of March 21, 1995, by
and among American Eagle, Mason Best Company, L.P. ("Mason
Best") and Nelson Hurst (Previously filed on March 29, 1994 with
Registrant's Amendment No. 1 to Registration Statement on Form
S-1, File No. 33-75490, and incorporated herein by reference).
4.3 -- Amended Registration Rights Agreement, dated December 31, 1996,
between American Eagle and Mason Best. (Previously filed on
March 31, 1997 with Registrant's Annual Report on Form 10-K,
File No. 1-12922, and incorporated herein by reference).
4.4 -- Registration Rights Agreement, dated December 31, 1996, between
American Eagle and American Financial Group, Inc. ("AFG").
(Previously filed on March 31, 1997 with Registrant's Annual
Report on Form 10-K, File No. 1-12922, and incorporated herein
by reference).
10.1 -- American Eagle Group, Inc. 1991 Non-Qualified Stock Option Plan,
as amended (Previously filed on March 31, 1997 with Registrant's
Annual Report on Form 10-K, File No. 1-12922, and incorporated
herein by reference).
10.2 -- Amended and Restated P&C Stock Option Plan - Wise (Previously
filed on February 18, 1994 with Registrant's Registration
Statement on Form S-1, File No. 33-75490, and incorporated
herein by reference).
10.3 -- Amended and Restated P&C Stock Option Plan - Hill (Previously
filed on February 18, 1994 with Registrant's Registration
Statement on Form S-1, File No. 33-75490, and incorporated
herein by reference).
10.4 -- Amended and Restated P&C Stock Option Plan - Perkins (Previously
filed on February 18, 1994 with Registrant's Registration
Statement on Form S-1, File No. 33-75490, and incorporated
herein by reference).
10.5 -- Amendment No. 1 to Amended and Restated P&C Stock Option Plan -
Perkins, dated as of August 16, 1994, between American Eagle and
J.B. Perkins (Previously filed on March 30, 1995 with
Registrant's Annual Report on Form 10-K, File No. 1-12922, and
incorporated herein by reference).
10.6 -- American Eagle Group, Inc. 1994 Stock Incentive Plan, as amended
(Previously filed on March 31, 1997 with Registrant's Annual
Report on Form 10-K, File No. 1-12922, and incorporated herein
by reference).
10.7 -- American Eagle Group, Inc. 1994 Director Stock Option Plan, as
amended (Previously filed on March 31, 1997 with Registrant's
Annual Report on Form 10-K, File No. 1-12922, and incorporated
herein by reference).
10.8 -- American Eagle Group, Inc. Employee Profit Sharing and Savings
Plan (Previously filed on February 18, 1994 with Registrant's
Registration Statement on Form S-1, File No. 33-75490, and
incorporated herein by reference).
10.9 -- Employment Agreement, dated as of December 31, 1994, between
American Eagle and M. Philip Guthrie (Previously filed on March
30, 1995 with Registrant's Annual Report on Form 10-K, File No.
1-12922, and incorporated herein by reference).
10.10 -- Employment Agreement, dated as of August 15, 1996, between
American Eagle and Robert W. Conrey (Previously filed with
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996, and incorporated herein by reference).
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
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10.11 -- Employment Agreement, dated as of December 31, 1994, between
AEIC and George C. Hill (Previously filed on March 30, 1995 with
Registrant's Annual Report on Form 10-K, File No. 1-12922, and
incorporated herein by reference).
10.12 -- Employment Agreement, dated as of December 31, 1994, between
AEIC and David O. Daniels (Previously filed on March 30, 1995
with Registrant's Annual Report on Form 10-K, File No. 1-12922,
and incorporated herein by reference).
10.13 -- Employment Agreement, dated as of December 31, 1994, between
American Eagle and Frederick G. Anderson (Previously filed on
March 30, 1995 with Registrant's Annual Report on Form 10-K,
File No. 1-12922, and incorporated herein by reference).
10.14 -- Employment Agreement, dated as of December 31, 1994, between
American Eagle and Richard M. Kurz (Previously filed on March
30, 1995 with Registrant's Annual Report on Form 10-K, File No.
1-12922, and incorporated herein by reference).
10.15 -- Employment Agreement, dated as of December 31, 1994, between
American Eagle and Allen N. Walton III (Previously filed on
March 30, 1995 with Registrant's Annual Report on Form 10-K,
File No. 1-12922, and incorporated herein by reference).
10.16 -- Consulting Agreement, dated as of December 24, 1992, between
American Eagle and Don D. Hutson (Previously filed on February
18, 1994 with Registrant's Registration Statement on Form S-1,
File No. 33-75490, and incorporated hereby by reference).
10.17 -- Agreement dated as of February 15, 1991, between Luther King
Capital Management Corporation and AEIC (Previously filed on
February 18, 1994 with Registrant's Registration Statement on
Form S-1, File No. 33-75490, and incorporated herein by
reference).
10.18 -- Investment Management Agreement, dated as of June 17, 1994,
between American Eagle Insurance Company and Aon Advisors, Inc.
(Previously filed on March 30, 1995 with Registrant's Annual
Report on Form 10-K, File No. 1-12922, and incorporated herein
by reference).
10.19 -- Agreement for the Purchase of all of the Outstanding Capital
Stock of Aviation Office of America, Inc. and American Eagle
Insurance Company dated as of May 7, 1986, among Folmar
Corporation, Crum and Forster, Inc. and United States Fire
Insurance Company (the "Purchase Agreement") (Previously filed
on March 29, 1994 with Registrant's Amendment No. 1 to
Registration Statement on Form S-1, File No. 33-75490, and
incorporated herein by reference).
10.20 -- Amendment to Purchase Agreement dated as of June 6, 1987
(Previously filed on March 29, 1994 with Registrant's Amendment
No. 1 to Registration Statement on Form S-1, File No. 33-75490,
and incorporated herein by reference).
10.21 -- Amendment to Purchase Agreement dated as of December 11, 1987
(Previously filed on March 29, 1994 with Registrant's Amendment
No. 1 to Registration Statement on Form S-1, File No. 33-75490,
and incorporated herein by reference).
10.22 -- First through Fifth General Aviation Liability Excess of Loss
Reinsurance Agreement AR #4222 1994 Final Placement Slip
(Previously filed on March 30, 1995 with Registrant's Annual
Report on Form 10-K, File No. 1-12922, and incorporated herein
by reference).
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
- ------ -------
10.23 -- Casualty First and Second Excess of Loss Reinsurance Agreement
AR #4038-94 1994 Final Placement Slip (Previously filed on March
30, 1995 with Registrant's Annual Report on Form 10-K, File No.
1-12922, and incorporated herein by reference).
10.24 -- Special Underlying General Aviation Liability Excess of Loss
Reinsurance Agreement AR #4221 1994 Final Placement Slip
(Previously filed on March 30, 1995 with Registrant's Annual
Report on Form 10-K, File No. 1-12922, and incorporated herein
by reference).
10.25 -- General Aviation Hull Special Underlying Excess of Loss
Reinsurance Agreement AR #4227 1994 Final Placement Slip
(Previously filed on March 30, 1995 with Registrant's Annual
Report on Form 10-K, File No. 1-12922, and incorporated herein
by reference.
10.26 -- First through Fifth General Aviation Liability Excess of Loss
Reinsurance Agreement AR#4222 1994 Final Placement Slip
(Previously filed on March 30, 1995 with Registrant's Annual
Report on Form 10-K, File No. 1-12922, and incorporated herein
by reference).
10.27 -- Casualty First and Second Excess of Loss Reinsurance Agreement
AR#4038-94 1994 Final Placement Slip (Previously filed on March
30, 1995 with Registrant's Annual Report on Form 10-K, File No.
1-12922, and incorporated herein by reference).
10.28 -- Special Underlying General Aviation Liability Excess of Loss
Reinsurance Agreement AR#4221 Final Placement Slip (Previously
filed on March 30, 1995 with Registrant's Annual Report on Form
10-K, File No. 1-12922, and incorporated hereby by reference).
10.29 -- General Aviation Hull Special Underlying Excess of Loss
Reinsurance Agreement AR#4227 1994 Final Placement Slip
(Previously filed on March 30, 1995 with Registrant's Annual
Report on Form 10-K, File No. 1-12922, and incorporated hereby
by reference).
10.30 -- Special Underlying General Aviation Liability Excess of Loss
Reinsurance Agreement AR#4221 1995 Final Placement Slip
(Previously filed on March 28, 1996 with Registrant's Annual
Report on Form 10-K, File No. 1-12922, and incorporated herein
by reference).
10.31 -- General Aviation Hull Special Underlying Excess of Loss
Reinsurance Agreement AR #4227 1995 Final Placement Slip
(Previously filed on March 28, 1996 with Registrant's Annual
Report on Form 10-K, File No. 1-12922, and incorporated herein
by reference).
10.32 -- First and Second Property Excess of Loss Reinsurance Agreement--
ARA #4039-91 (subject to a request for confidential treatment).
(Previously filed on March 28, 1996 with Registrant's Annual
Report on Form 10-K, File No. 1-12922, and incorporated herein
by reference).
10.33 -- First and Second Casualty Excess of Loss Reinsurance Agreement--
ARA #4038-91 (subject to a request for confidential treatment).
(Previously filed on March 28, 1996 with Registrant's Annual
Report on Form 10-K, File No. 1-12922, and incorporated herein
by reference).
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
- ------ -------
10.34 -- Casualty First and Second Excess of Loss Reinsurance Agreement--
AR #4038-95 (subject to a request for confidential treatment).
(Previously filed on March 28, 1996 with Registrant's Annual
Report on Form 10-K, File No. 1-12922, and incorporated herein
by reference).
10.35 -- First and Second Casualty Excess of Loss Reinsurance Agreement--
AR #4038-95 (subject to a request for confidential treatment.
(Previously filed on March 28, 1996 with Registrant's Annual
Report on Form 10-K, File No. 1-12922, and incorporated herein
by reference).
10.36 -- General Aviation Hull Special Underlying Excess of Loss
Reinsurance Agreement--AR #4227-94 (subject to a request for
confidential treatment). (previously filed on March 28, 1996
with Registrant's Annual Report on Form 10-K, File No. 1-12922,
and incorporated herein by reference).
10.37 -- Special Underlying General Aviation Liability Excess of Loss
Reinsurance Agreement--AR #4221-94 (subject to a request for
confidential treatment). (Previously filed on March 28, 1996
with Registrant's Annual Report on Form 10-K, File No. 1-12922,
and incorporated herein by reference).
10.38 -- First Through Fifth General Aviation Excess of Loss Reinsurance
Agreement--AR #4222-94 (subject to a request for confidential
treatment). (Previously filed on March 28, 1996 with
Registrant's Annual Report on Form 10-K, File No. 1-12922, and
incorporated herein by reference).
10.39 -- Securities Purchase Agreement, dated as of November 5, 1996, by
and between American Eagle and American Financial Group, Inc.
(Previously filed with Registrant's Report on Form 10-Q for the
quarter ended September 30, 1996, and incorporated herein by
reference).
10.40 -- Special Underlying General Aviation Liability Excess of Loss
Reinsurance Agreement--AR #4221--1996 Final Placement Slip
(Previously filed with Registrant's Report on Form 10-Q for the
quarter ended September 30, 1996, and incorporated herein by
reference).
10.41 -- First Through Fifth General Aviation Liability Excess of Loss
Reinsurance Agreement--AR #4222--1996 Final Placement Slip
(Previously filed with Registrant's Report on Form 10-Q for the
quarter ended September 30, 1996, and incorporated herein by
reference (Previously filed with Registrant's Report on Form 10-
Q for the quarter ended September 30, 1996, and incorporated
herein by reference).
10.42 -- Purchase Agreement dated April 11, 1997 between American Eagle,
AEIC and Great American Insurance Company.
10.43 -- Asset Purchase Agreement dated April 23, 1997 between AEIC and
HDR Insurance Managers, Inc.
27 -- Financial Data Schedule.
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