UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report: April 9, 2003
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(Date of earliest event reported)
Insurance Management Solutions Group, Inc.
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(Exact name of Registrant as specified in its charter)
Florida 000-25273 59-3422536
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
801 94th Avenue North
St. Petersburg, Florida 33702
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(Address of principal executive offices) (Zip Code)
(727) 803-2040
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(Registrant's telephone number, including area code)
Item 5. Other Events.
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Insurance Management Solutions Group, Inc. (the "Company") is
filing this Current Report on Form 8-K to report that, on April 8,
2003, the Company entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Fiserv, Inc., a Wisconsin corporation
("Fiserv"), Fiserv Solutions, Inc., a Wisconsin corporation and a
wholly-owned subsidiary of Fiserv ("Fiserv Solutions"), and Fiserv
Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary
of Fiserv Solutions ("Fiserv Sub"), providing for, among other things,
the merger of Fiserv Sub with and into the Company, with the Company as
the surviving corporation (the "Merger").
The Merger Agreement contemplates that, pursuant to the
Merger, (i) subject to applicable dissenters' rights available under
Florida law, each issued and outstanding share of Common Stock, $.01
par value ("Company Common Stock"), of the Company (other than the
8,354,884 shares (the "BIG Shares") of Company Common Stock owned
beneficially and of record by Bankers Insurance Company, a Florida
corporation ("BIC"), Bankers Security Insurance Company, a Florida
corporation ("BSIC"), Bonded Builders Service Corp., a Florida
corporation ("BBSC"), and Bankers Insurance Group, Inc., a Florida
corporation and the direct or indirect parent corporation of each of
BIC, BSIC and BBSC ("BIG" and, collectively with BIC, BSIC and BBSC,
the "Principal Shareholders")) would be converted into the right to
receive $3.30 in cash, without interest, and (ii) each BIG Share would
be converted into the right to receive $3.26 in cash, without interest.
As of the date of this Report, the BIG Shares constitute approximately
68.1% of the issued and outstanding shares of Company Common Stock.
The transactions contemplated by the Merger Agreement will not
be consummated unless certain conditions typical for this type of
transaction are either satisfied or waived prior to closing. These
conditions include, among other things, that the Merger Agreement and
the transactions contemplated thereby are approved (i) by the
shareholders of the Company in accordance with Florida law and the
Company's Amended and Restated Articles of Incorporation and Amended
and Restated Bylaws and (ii) by at least 50.01% of the outstanding
shares of Company Common Stock not owned or controlled by the Principal
Shareholders.
In connection with the Merger Agreement, each of the Principal
Shareholders entered into an Agreement to Facilitate Merger with
Fiserv, Fiserv Solutions and Fiserv Sub (the "Agreement to Facilitate
Merger"), pursuant to which, among other things, the Principal
Shareholders have agreed to (i) vote the BIG Shares in favor of the
approval and adoption of the Merger Agreement and the transactions
contemplated thereby and (ii) accept $3.26 per BIG Share, in cash,
pursuant to the Merger.
The foregoing description is qualified in its entirety by
reference to the Merger Agreement and Agreement to Facilitate Merger,
which are attached to this Current Report on Form 8-K as Exhibits 2.1
and 99.1, respectively, and incorporated herein by
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reference.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of April 9, 2003, among Fiserv,
Inc., Fiserv Solutions, Inc., Fiserv Merger Sub, Inc. and Insurance
Management Solutions Group, Inc. (excluding the exhibits and schedules
thereto).*
99.1 Agreement to Facilitate Merger, dated as of April 9, 2003, by and among
Fiserv, Inc., Fiserv Solutions, Inc., Fiserv Merger Sub, Inc., Bankers
Insurance Group, Inc., Bankers Insurance Company, Bankers Security
Insurance Company and Bonded Builders Service Corp. (excluding the
schedules thereto).*
99.2 Press Release, dated April 9, 2003.
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* The exhibits and schedules have been purposely omitted. Copies
thereof will be furnished supplementally to the Securities and Exchange
Commission upon request.
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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 hereunto duly authorized.
INSURANCE MANAGEMENT SOLUTIONS
GROUP, INC.
By: /s/ David M. Howard
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David M. Howard
Chairman, President and Chief
Executive Officer
Date: April 9, 2003
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of April 9, 2003, among
Fiserv, Inc., Fiserv Solutions, Inc., Fiserv Merger Sub, Inc.
and Insurance Management Solutions Group, Inc. (excluding the
exhibits and schedules thereto).*
99.1 Agreement to Facilitate Merger, dated as of April 9, 2003, by
and among Fiserv, Inc., Fiserv Solutions, Inc., Fiserv Merger
Sub, Inc., Bankers Insurance Group, Inc., Bankers Insurance
Company, Bankers Security Insurance Company an Bonded Builders
Service Corp. (excluding the schedules thereto).*
99.2 Press Release, dated April 9, 2003.
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* The exhibits and schedules have been purposely omitted. Copies
thereof will be furnished supplementally to the Securities and Exchange
Commission upon request.
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