SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 1, 2004
HUB INTERNATIONAL LIMITED
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(Exact Name of Registrant as Specified in Its Charter)
ONTARIO
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(State or Other Jurisdiction of Incorporation)
1-31310 36-4412416
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(Commission File Number) (I.R.S. Employer Identification No.)
55 EAST JACKSON BOULEVARD, CHICAGO, IL 60604
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(Address of Principal Executive Offices) (Zip Code)
(877) 402-6601
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(Registrant's Telephone Number, Including Area Code)
n/a
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 1, 2004, Hub International Limited (the "Company") acquired
Talbot Financial Corporation (the "Agency"), an insurance brokerage subsidiary
of Safeco Corporation ("Safeco") based in Albuquerque, New Mexico.
The acquisition of the Agency from Safeco was implemented via the
Company's purchase of a 70% interest in Satellite Acquisition Corporation, a
corporation formed by Randy Talbot and senior management at the Agency. Proceeds
of the investment were used to purchase the Agency and all of its subsidiaries
from Safeco for $90 million in cash. The Company has agreed to purchase the
remaining 30% interest from Talbot management over the next three years, with
the right to use a combination of both restricted and unrestricted shares of the
Company's common shares to purchase such interest.
ITEM 7. FINANCIAL STATEMENTS
The financial statements required by this item will be filed on or
before September 14, 2004.
ITEM 9. REGULATION FD DISCLOSURE
The information in this report (including the exhibit) is furnished
pursuant to Item 9 and shall not be deemed "filed" for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that section.
Hub International Limited issued a press release on July 1, 2004, the
full text of which is attached as Exhibit 99.1 and is incorporated by reference.
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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 hereunto duly authorized.
HUB INTERNATIONAL LIMITED
(Registrant)
Date: July 6, 2004 By: /s/ Marianne D. Paine
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Name: Marianne D. Paine
Title: Chief Legal Officer,
Assistant Secretary
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Exhibit Index
Exhibit
No. Description
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2.1 Stock Purchase Agreement by and among Satellite Acquisition Corporation,
Safeco Corporation and General America Corporation dated March 15, 2004
2.2. Subscription Agreement by and among Hub U.S. Holdings, Inc., Satellite
Acquisition Corporation, Randall Talbot, David Weymouth, Roy Taylor and
Talman, LLC. dated March 15, 2004
2.3. Shareholder Agreement by and among Hub U.S. Holdings, Talman LLC and
Satellite Acquisition Corporation dated March 15, 2004
99.1 Press release dated July 1, 2004
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