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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 30, 2001
FIRST FORTIS LIFE INSURANCE COMPANY
(Exact Name of Registrant as Specified in Charter)
NEW YORK 33-71690 13-2699219
(State or Other Jurisdiction (Commission File Number) (IRS Employer Identification No.)
of Incorporation)
308 MALTBIE STREET
SUITE 200
SYRACUSE, NEW YORK 13204
(Address of Principal Executive Offices)
(315) 451-0066
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 30, 2001, First Fortis Life Insurance Company ("FFLIC")
acquired 100% of the issued and outstanding common stock of Bankers American
Life Assurance Company ("BALAC") from American Bankers Insurance Group, Inc.
("ABIG") for a total purchase price of $32,115,110. FFLIC paid the purchase
price in cash using internally generated working capital. A copy of the Stock
Purchase Agreement, dated June 29, 2001, by and between FFLIC and ABIG, is
attached as Exhibit 2.1.
Also on November 30, 2001, and immediately following the stock purchase
described above, BALAC merged with and into FFLIC, with FFLIC as the surviving
corporation (the "Merger"). No consideration was exchanged in the Merger. A copy
of the Agreement and Plan of Merger, dated June 29, 2001, by and among FFLIC,
BALAC, ABIG, Fortis, Inc., and the Voting Trustees of each of FFLIC and BALAC,
and the First Amendment to Agreement and Plan of Merger effective October 30,
2001, are attached as Exhibits 2.2 and 2.3, respectively.
Both ABIG and FFLIC are wholly owned subsidiaries of Fortis, Inc., a
Nevada corporation that serves as a holding company for insurance and related
businesses in the U.S. FFLIC is, and BALAC was immediately prior to the Merger,
a New York life insurance company engaged in life and other lines of insurance
business in the State of New York. Fortis, Inc. determined that it was advisable
to combine the assets and operations of FFLIC and BALAC, so that it would have
only one New York-domiciled life insurance company. BALAC's assets, liabilities
and obligations, which have been transferred to FFLIC by operation of law as a
result of the Merger, consist primarily of outstanding insurance policies
written in the State of New York, and the related reserve assets, liabilities
and obligations.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) The financial information required by Item 7(a) will
be filed with the Commission as an amendment to this
report under cover of Form 8-K/A on or before
February 13, 2002.
(b) The pro forma financial information required by Item
7(b) will be filed with the Commission as an
amendment to this report under cover of Form 8-K/A on
or before February 13, 2002.
(c) Exhibits:
EXHIBIT NO. DESCRIPTION
2.1 Stock Purchase Agreement by and between First
Fortis Life Insurance Company and American
Bankers Insurance Group, Inc., dated as of
June 29, 2001.
2.2 Agreement and Plan of Merger by and among
First Fortis Life Insurance Company, the
Voting Trustees under that certain Voting
Trust Agreement dated June 1, 1999, Fortis,
Inc., Bankers American Life Assurance
Company, the Voting Trustees under that
certain Voting Trust Agreement dated August
20, 1999, and American Bankers Insurance
Group, Inc., dated as of June 29, 2001.
2.3 First Amendment to Agreement and Plan of
Merger effective as of October 30, 2001
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.
FIRST FORTIS LIFE INSURANCE COMPANY
(Registrant)
Date: December __, 2001 By:
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Name:
Title: