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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) March 3, 1997
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
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(Exact name of registrant as specified in its charter)
Florida 1-7255 59-1219710
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(State or incorporation (Commission (IRS Employer
or organization) File Number) Identification No.)
1776 American Heritage Life Drive
Jacksonville, Florida 32224
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (904) 992-1776
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N/A
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
American Heritage Life Investment Corporation (the "Company") through
its principal subsidiary American Heritage Life Insurance Company ("Heritage"),
acquired by merger Columbia Universal Corporation ("Columbia"), whose principal
subsidiary is Columbia Universal Life Insurance Company ("Columbia Universal").
This was accomplished pursuant to an Agreement and Plan of Merger, dated January
2, 1997, among Columbia, the Company and AH Acquisition Corporation, a wholly
owned subsidiary of Heritage (the "Merger"). This Agreement and Plan of Merger
is Exhibit 99(a) to this Report.
(a) The acquisition and Merger was closed on March 3, 1997, for $44
million cash paid by Heritage. At December 31, 1996, Columbia had assets of $400
million and Columbia Universal had life insurance volume in force of $1.6
billion. For the year ended December 31, 1996, Columbia Universal had premium
and premium equivalents of $36.4 million. Reference is made to a Company News
Release, dated March 3, 1997, which is Exhibit 99(b) to this Report, which
exhibit is incorporated herein by reference.
The consideration paid for the assets was determined by arms length
negotiations between the management of Heritage and the management and
shareholders of Columbia all of whom were independent third parties having no
relationship or affiliation with the Company or any of its affiliates, directors
or officers.
The purchase price for the assets has been financed in part by a
portion of a line of credit provided by a bank syndicate, which includes Barnett
Bank, N.A., SouthTrust Bank of Alabama, National Association, SunTrust Bank,
North Florida, N.A. and in part by internally generated cash of Heritage.
Reference is made to a Loan Agreement, dated February 21, 1997, among Heritage
and the aforementioned banks and related documents which is Exhibit 99(c) to
this Report, which exhibit is incorporated herein by reference.
After the closure of the Merger on March 3, 1997, Heritage made a cash
capital contribution on March 4, 1997, to Columbia Universal of $10 million.
Reference is made to a Company News Release, dated March 4, 1997, which is
Exhibit 99(d) to this Report, which exhibit is incorporated herein by reference.
Part of the funds for this capital contribution were obtained under the
above-described bank line of credit and part were internally generated cash of
Heritage.
(b) Not applicable.
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Item 7. Financial Statements and Exhibits.
Listed below are the financial statements, proforma financial
information and exhibits, if any, filed as part of this report.
(a) Financial Statements of the Business Acquired.
(1) It is impracticable to provide the required financial
statements for the assets acquired at the time this report on Form 8-K is due to
be filed. The financial statements will be filed as they become available. It is
contemplated that the financial statements will be filed as soon as possible but
no later than 60 days after this report on Form 8-K is due to be filed, and when
such financial statements become available, this Form 8-K report will be amended
on a Form 8-K/A report as soon as practicable to reflect the financial
statements, which will be no later than 60 days after the report on this Form
8-K is due.
(2) Reference is made to paragraph (1) above.
(3) Not applicable.
(b) Proforma Financial Information.
(1) It is impracticable to provide the required proforma
financial information relative to the acquisition of the assets acquired at the
time this report on Form 8-K is due to be filed. The proforma financial
information relative to the acquisition of the assets will be filed as it
becomes available. It is contemplated that this proforma financial information
will be filed as soon as possible but no later than 60 days after this report on
Form 8-K is due to be filed, and when such proforma financial information
becomes available, this Form 8-K report will be amended on a Form 8-K/A report
as soon as practicable to reflect the proforma financial information relative to
the acquisition of the assets, which will be no later than 60 days after the
report on this form 8-K is due.
(c) Exhibits
Exhibit Number Description of Exhibit
99(a) Agreement and Plan of Merger among
Columbia Universal Corporation and
American Heritage Life Investment
Corporation and AH Acquisition
Corporation, dated January 2, 1997.
Incorporated by reference to
Exhibit 99 of a Report of the
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Registrant on Form 8-K, dated
February 2, 1997.
99(b) American Heritage Life Investment
Corporation News Release, dated
March 3, 1997.
99(c) Loan Agreement, dated February 21,
1997, among American Heritage Life
Investment Corporation, Barnett
Bank, N.A., SouthTrust Bank of
Alabama, National Association,
SunTrust Bank, North Florida, N.A.
and related documents.
99(d) American Heritage Life Investment
Corporation News Release, dated
March 4, 1997.
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SIGNATURE
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 HERITAGE LIFE INVESTMENT
CORPORATION
Date: March 17, 1997 By: /s/ W. Michael Heekin
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W. Michael Heekin
Senior Vice President,
and Corporate Secretary
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EXHIBIT INDEX
The following designated exhibits are filed herewith:
Exhibit
99(a) Agreement and Plan of Merger among Columbia
Universal Corporation and American Heritage
Life Investment Corporation and AH
Acquisition Corporation, dated January 2,
1997. Incorporated by reference to Exhibit
99 of a Report of the Registrant on Form
8-K, dated February 2, 1997.
99(b) American Heritage Life Investment Corporation
News Release, dated March 3, 1997.
99(c) Loan Agreement, dated February 21, 1997,
among American Heritage Life Investment
Corporation, Barnett Bank, N.A., SouthTrust
Bank of Alabama, National Association,
SunTrust Bank, North Florida, N.A. and
related documents.
99(d) American Heritage Life Investment Corporation
News Release, dated March 4, 1997.
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