UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. ____)
Insurance Management Solutions Group, Inc.
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(Name of Subject Company (issuer))
Bankers Insurance Group, Inc. (Affiliate)
Bankers Insurance Company (Affiliate)
Bankers Security Insurance Company (Affiliate)
Bankers Management Corporation (Affiliate)
Insurance Management Solutions Group, Inc. (Issuer)
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(Names of Filing Persons (identifying status as offeror,
issuer or other person))
Common Stock, $.01 par value per share
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(Title of Class of Securities)
0001063167
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(CUSIP Number of Class of Securities)
David M. Howard
Chairman, President and Chief Executive Officer
Insurance Management Solutions Group, Inc.
360 Central Avenue
St. Petersburg, Florida 33701
(727) 803-2040
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(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of filing persons)
Copy to:
Todd B. Pfister Robert G. Southey
Foley & Lardner Secretary and General Counsel
One IBM Plaza Bankers Insurance Group, Inc.
330 N. Wabash Avenue 360 Central Avenue
Chicago, Illinois 60611 St. Petersburg, Florida
Telephone (312) 755-2579 Telephone (727) 823-4000
CALCULATION OF FILING FEE
================================================================================
Transaction Valuation* Amount of Filing Fee
================================================================================
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* Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:______________________________
Form or Registration No.:____________________________
Filing Party:________________________________________
Date Filed:__________________________________________
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer:
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INSURANCE MANAGEMENT SOLUTIONS GROUP, INC (INMG.OB) DELAYS COMMENCEMENT OF
SELF-TENDER OFFER Company Considering Possible Third-Party Transaction And Other
Recently-Available Information
ST. PETERSBURG, Fla. -- October 25, 2002 -- Insurance Management
Solutions Group, Inc. (OTC: INMG.OB) (the "Company"), a provider of business
process outsourcing solutions serving insurance companies and financial
institutions, announced today that it has been contacted by a third party
potentially interested in acquiring the Company or its business. The Special
Committee of the Company's Board of Directors has determined that it is
appropriate to further investigate this possibility prior to proceeding with the
Company's previously announced intent to commence a cash tender offer for all
presently outstanding publicly-held shares of its common stock, $0.01 per share
("Common Stock"), at a price of $3.08 per share, net to the seller in cash (the
"Offer"). (The Offer would be conditioned upon at least a majority of the shares
of Common Stock not held by two subsidiaries of Bankers Insurance Group, Inc.
("BIG"), Bankers Insurance Company ("BIC") and Bankers Security Insurance
Company ("BSIC" and, collectively with BIG and BIC, the "BIG Group"), being
tendered and other closing conditions typical for this type of transaction.) No
assurances can be given as to whether discussions with the third party will
result in a potential offer for the Company or its business or, if so, upon what
terms and conditions.
As part of its evaluation of the potential third-party transaction, the
Company also intends to further consider the implications of BIG's recently
announced agreement with Fidelity National Financial, Inc. ("FNF"), pursuant to
which FNF is to acquire First Community Insurance Company, another subsidiary of
BIG and a fifty-state licensed insurance carrier ("FCIC"), and certain assets of
BIG, including the rights to issue new and renewal flood insurance policies
underwritten by the BIG Group. The closing of such transaction is subject to
certain regulatory approvals and other conditions, including certain revisions
to the existing Insurance Administration Services Agreement between the Company
and BIG (including certain of its subsidiaries). The Company will continue to
provide flood policy administration and claim services to FNF upon the closing
of such transaction.
In addition, in light of information not available to the Special
Committee at the time of its determination to recommend approval of the Offer
potentially affecting the analysis employed by the Special Committee, the
Special Committee has determined that it is appropriate to undertake further due
diligence to confirm its previous conclusion as to the fairness of the proposed
Offer and to ask Houlihan, Lokey, Howard & Zukin, the Special Committee's
financial advisor, to undertake to again review the fairness, from a financial
point of view, of the Offer price to the Company's shareholders (other than the
BIG Group).
The Company also announced that, since the prior announcement of its
intention to commence the Offer, three alleged shareholders of the Company, each
on
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behalf of a putative class consisting of the Company's current public
shareholders, have filed lawsuits against, among others, the Company and the
Company's current directors challenging the proposed Offer. Although the Company
believes these lawsuits are without merit and intends to vigorously defend them,
no assurances can be given with respect to the outcomes thereof. Moreover, such
litigation could have a material adverse effect on the Company's business,
financial condition and results of operation and could adversely affect the
Company's ability to consummate the Offer or any other transaction.
THE TENDER OFFER WILL BE MADE ONLY BY AN OFFER TO PURCHASE AND OTHER
OFFERING DOCUMENTS, COPIES OF WHICH WILL BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION AND MAILED TO COMPANY SHAREHOLDERS. INVESTORS AND
SHAREHOLDERS ARE STRONGLY ADVISED TO READ THE TENDER OFFER STATEMENTS WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. INVESTORS AND
SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THESE STATEMENTS (WHEN AVAILABLE) AND
OTHER DOCUMENTS FILED BY THE COMPANY AT THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV.
THE TENDER OFFER STATEMENT AND RELATED MATERIALS MAY BE OBTAINED FOR FREE BY
DIRECTING SUCH REQUESTS TO THE INFORMATION AGENT TO BE DESIGNATED FOR THE TENDER
OFFER.
Certain statements contained in this press release, including statements
regarding the proposed Offer and a possible transaction with a third party,
described herein, and the other statements contained herein regarding matters
that are not historical facts, are "forward-looking" statements (as such term is
defined in the Private Securities Litigation Reform Act of 1995). Words such as
"expects," "intends," variations of these words and similar expressions are
intended to identify forward-looking statements. Because such statements are
subject to risks and uncertainties, actual results may differ materially from
those expressed or implied by such forward-looking statements. Factors that
could cause actual results to differ materially from those expressed or implied
by such forward-looking statements include, but are not limited to,
uncertainties regarding economic conditions and the market as those affect both
the Company and BIG, other uncertainties regarding BIG (including its
subsidiaries), its business and financial condition, uncertainties relating to
the proposed transaction between BIG and FNF and the Company's discussions with
a potential third-party acquiror, uncertainties relating to the litigation
pertaining to the Offer, and those risks and uncertainties discussed in filings
made from time to time by the Company with the Securities Exchange Commission.
This press release is neither an offer to purchase nor a solicitation of
an offer to sell shares of the Company. At the time the Offer is commenced, the
Company will file a Tender Offer Statement on Schedule TO with the Securities
and Exchange Commission. The Tender Offer Statement (including an offer to
purchase, a related letter of transmittal and other offer documents) will
contain important information that should be read carefully before any decision
is made with respect to the offer.
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The offer to purchase, the related letter of transmittal and certain
other documents will be sent to all shareholders of the Company, at no expense
to them. The Tender Offer statement (including the offer to purchase, the
related letter of transmittal and all other offer documents filed with the SEC)
will also be available at no charge at the Securities and Exchange Commission's
website at http://www.sec.gov.
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