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0000950130-96-000094 | 0000950130-96-000094_0003.txt | 1996-01-11T00:00:00 | American | A study referred to by the Atlantic County Department of Regional Planning stated that Atlantic City ranks 60 out of 65 North American cities in terms of convenient airline service and 53 out of 65 cities as easy to get to. |
0000950130-96-000094 | 0000950130-96-000094_0003.txt | 1996-01-11T00:00:00 | American | * American Right-of-Way Association, Senior Member -SR/WA* (Past President Chapter No. |
0000950130-96-000094 | 0000950130-96-000094_0003.txt | 1996-01-11T00:00:00 | Indian | Although the Nevada casinos do not affect the market, constant industry growth from Indian reservations such as Foxwoods in Connecticut and Riverboat casinos in Illinois, Iowa, Colorado, and most recently in Louisiana, will have some effect on the Atlantic City and Nevada casino market in the future. |
0000950130-96-000094 | 0000950130-96-000094_0003.txt | 1996-01-11T00:00:00 | Asian | They expect the buyers to include Asian and European strategic investors, entrepreneurial (owner-operator) investors, REITs, pension funds, and equity funds. |
0000950130-96-000094 | 0000950130-96-000094_0003.txt | 1996-01-11T00:00:00 | European | They expect the buyers to include Asian and European strategic investors, entrepreneurial (owner-operator) investors, REITs, pension funds, and equity funds. |
0000950130-96-000094 | 0000950130-96-000094_0003.txt | 1996-01-11T00:00:00 | Latin | Ironically, Hurricane Andrew has been a boon to Miami's residential and retail markets and stirrings of new activity from Latin America raise optimism on the office side. |
0000350900-96-000004 | 0000350900-96-000004_0000.txt | 1996-01-12T00:00:00 | American | Invest more than 5% of its total assets in warrants whether or not listed on the New York or American Stock Exchange, and more than 2% of its total assets in warrants that are not listed on those exchanges. |
0000350900-96-000004 | 0000350900-96-000004_0000.txt | 1996-01-12T00:00:00 | American | treasurer, and chief financial officer of Franklin Resources, Inc.; director and executive vice president of Templeton Investment Counsel, Inc.; director, president and chief executive officer of Templeton Global Investors, Inc.; director or trustee and president or vice president of various Templeton Funds; accountant with Arthur Andersen & Company (1982-1983); and a member of the International Society of Financial Analysts and the American Institute of Certified Public Accountants. |
0000350900-96-000004 | 0000350900-96-000004_0000.txt | 1996-01-12T00:00:00 | European | Finally, even though certain Eastern European currencies may be convertible into United States dollars, the conversion rates may be artificial to the actual market values and may be adverse to Fund Shareholders. |
0000350900-96-000004 | 0000350900-96-000004_0000.txt | 1996-01-12T00:00:00 | European | These risks include (i) less social, political and economic stability; (ii) the small current size of the markets for such securities and the currently low or nonexistent volume of trading, which result in a lack of liquidity and in greater price volatility; (iii) certain national policies which may restrict the Fund's investment opportunities, including restrictions on investment in issuers or industries deemed sensitive to national interests; (iv) foreign taxation; (v) the absence of developed legal structures governing private or foreign investment or allowing for judicial redress for injury to private property; (vi) the absence, until recently in certain Eastern European countries, of a capital market structure or market-oriented economy; and (vii) the possibility that recent favorable economic developments in Eastern Europe may be slowed or reversed by unanticipated political or social events in such countries. |
0000350900-96-000004 | 0000350900-96-000004_0000.txt | 1996-01-12T00:00:00 | European | Trading in securities on European and Far Eastern securities exchanges and over-the-counter markets is normally completed well before the close of business in New York on each day on which the NYSE is open. |
0000350900-96-000004 | 0000350900-96-000004_0000.txt | 1996-01-12T00:00:00 | European | Trading of European or Far Eastern securities generally, or in a particular country or countries, may not take place on every New York business day. |
0000350900-96-000004 | 0000350900-96-000004_0000.txt | 1996-01-12T00:00:00 | European | Investments in Eastern European countries may involve risks of nationalization, expropriation and confiscatory taxation. |
0000350900-96-000004 | 0000350900-96-000004_0000.txt | 1996-01-12T00:00:00 | European | Further, no accounting standards exist in Eastern European countries. |
0000350900-96-000004 | 0000350900-96-000004_0000.txt | 1996-01-12T00:00:00 | European | The Communist governments of a number of Eastern European countries expropriated large amounts of private property in the past, in many cases without adequate compensation, and there can be no assurance that such expropriation will not occur in the future. |
0000350900-96-000004 | 0000350900-96-000004_0000.txt | 1996-01-12T00:00:00 | Latin | Chairman of Templeton Emerging Markets Investment Trust PLC; chairman of Templeton Latin America Investment Trust PLC; chairman of Darby Overseas Investments, Ltd. (an investment firm) (1994- present); director of the Amerada Hess Corporation, Capital Cities/ABC, Inc., Christiana Companies, and the H.J. |
0000950115-96-000013 | 0000950115-96-000013_0000.txt | 1996-01-12T00:00:00 | feminine | NutraMax Products, Inc. ('NutraMax') (NASDAQ:NMPC) is a leading private label health and personal care products company, marketing products in the feminine needs, cough/cold, baby care, ophthalmics, personal care and oral care categories. |
0000950115-96-000013 | 0000950115-96-000013_0000.txt | 1996-01-12T00:00:00 | American | The Company's Common Stock and its Series A Preferred Stock, which is convertible into Common Stock, are listed on the American Stock Exchange. |
0000950115-96-000013 | 0000950115-96-000013_0000.txt | 1996-01-12T00:00:00 | American | The following table sets forth the high and low closing prices for the Company's Common and Preferred Stocks on the American Stock Exchange for the past two fiscal years. |
0000916641-96-000023 | 0000916641-96-000023_0000.txt | 1996-01-12T00:00:00 | American | American Express Company 1,700 75,437 Banc One Corporation 1,812 66,138 Federal National Mortgage Association 650 67,275 United Asset Management Company 1,640 65,805 |
0000916641-96-000023 | 0000916641-96-000023_0000.txt | 1996-01-12T00:00:00 | American | American Depository Receipts. |
0000916641-96-000023 | 0000916641-96-000023_0000.txt | 1996-01-12T00:00:00 | American | Van Kampen is a wholly-owned subsidiary of Van Kampen American Capital, Inc., which, in turn, is a wholly-owned subsidiary of VK/AC Holding, Inc. VK/AC Holding, Inc. is indirectly controlled by Clayton & Dubilier Associates IV Limited Partnership, the general partners of which are Joseph L. Rice, III, B. Charles Ames, William A. Barby, Alberto Cribiore, Donald J. Gogel, Leon J. Hendrix, Jr., Hubbard C. Howe, and Andrall E. Pearson, each of whom is a principal of Clayton, Dubilier & Rice, Inc., a New York-based private investment firm. |
0000916641-96-000023 | 0000916641-96-000023_0000.txt | 1996-01-12T00:00:00 | American | No more than 2% will be warrants which are not listed on the New York or American Stock Exchange. |
0000916641-96-000023 | 0000916641-96-000023_0000.txt | 1996-01-12T00:00:00 | American | The Portfolio may purchase equity securities (including convertible debt obligations and convertible preferred stock) sold on the New York, American, and other U.S. or foreign stock exchanges and in the over-the- counter market. |
0000916641-96-000023 | 0000916641-96-000023_0000.txt | 1996-01-12T00:00:00 | American | (as to the Growth Portfolio only) Purchase foreign securities or currencies except foreign securities which are American Depository Receipts listed on exchanges or otherwise traded in the United States and certificates of deposit, bankers' acceptances and other obligations of foreign banks and foreign branches of U.S. banks if, giving effect to such purchase, such obligations would constitute less than 10% of the Trust's total assets (at current value). |
0000916641-96-000023 | 0000916641-96-000023_0000.txt | 1996-01-12T00:00:00 | American | Invest in warrants (other than warrants acquired by the Portfolio as a part of a unit or attached to securities at the time of purchase) if as a result such investment (valued at the lower of cost or market value) would exceed 5% of the value of the Portfolio's net assets, provided that not more than 2% of the Portfolio's net assets may be invested in warrants not listed on the New York or American Stock Exchanges. |
0000916641-96-000023 | 0000916641-96-000023_0000.txt | 1996-01-12T00:00:00 | American | Van Kampen/American Capital Management, Inc. ("Van Kampen") serves as sub-adviser to the Municipal Income Portfolio; Wellington Management Company ("Wellington") as sub-adviser to the Income and Growth Portfolio. |
0000916641-96-000023 | 0000916641-96-000023_0000.txt | 1996-01-12T00:00:00 | American | (g) The following is additional information with respect to the directors and officers of Van Kampen/American Capital Management Inc., located at One Parkview Plaza, Oakbrook Terrace, Illinois 60181-4486: |
0000916641-96-000023 | 0000916641-96-000023_0000.txt | 1996-01-12T00:00:00 | American | ROBERT YERBURY AMERICAN SPECIALIST, PORTFOLIO MANAGER Mr. Yerbury has twenty-three years of investment management experience, with over twenty years experience in North American stock markets, and has been part of the Perpetual team for twelve years. |
0000916641-96-000023 | 0000916641-96-000023_0000.txt | 1996-01-12T00:00:00 | European | In addition, European or Far Eastern securities trading generally or in a particular country or countries may not take place on all business days in New York. |
0000916641-96-000023 | 0000916641-96-000023_0000.txt | 1996-01-12T00:00:00 | European | Trading in securities on European and Far Eastern securities exchanges and over-the-counter markets is normally completed well before the close of business on each business day in New York (i.e., a day on which the Exchange is open). |
0000916641-96-000023 | 0000916641-96-000023_0000.txt | 1996-01-12T00:00:00 | European | Ms. Roddan joined the Perpetual organization from Mercury Asset Management, where she shared responsibility for managing more than $750 million in continental European equity holdings. |
0000922423-96-000018 | 0000922423-96-000018_0000.txt | 1996-01-12T00:00:00 | American | ADRs are receipts typically issued by an American bank or trust company evidencing ownership of the underlying foreign securities. |
0000922423-96-000018 | 0000922423-96-000018_0000.txt | 1996-01-12T00:00:00 | American | The Latin American markets bounced back strongly from their sharp correction earlier this year, while the smaller Asian markets held on to early gains to also finish higher. |
0000922423-96-000018 | 0000922423-96-000018_0000.txt | 1996-01-12T00:00:00 | American | He has previously served in a number of executive positions with Control Data Corp., including President of their Latin American operations, and General Manager of their Data Services business. |
0000922423-96-000018 | 0000922423-96-000018_0000.txt | 1996-01-12T00:00:00 | American | The Latin American markets bounced back strongly from their sharp correction earlier this year, while the smaller Asian markets held on to early gains to also finish higher. |
0000922423-96-000018 | 0000922423-96-000018_0000.txt | 1996-01-12T00:00:00 | American | OTHER RESTRICTIONS: In order to comply with certain federal and state statutes and regulatory policies, as a matter of operating policy, each Portfolio will not: (i) sell any security which it does not own unless by virtue of its ownership of other securities the Portfolio has at the time of sale a right to obtain securities, without payment of further consideration, equivalent in kind and amount to the securities sold and provided that if such right is conditional the sale is made upon the same conditions, (ii) invest for the purpose of exercising control or management, (iii) purchase securities issued by any registered investment company except by purchase in the open market where no commission or profit to a sponsor or dealer results from such purchase other than the customary broker's commission, or except when such purchase, though not made in the open market, is part of plan of merger or consolidation; provided, however, that the securities of any registered investment company will not be purchased on behalf of the Portfolio if such purchase at the time thereof would cause more than 5% or 10% of the Portfolio's total assets (taken at the greater of cost or market value) to be invested in the securities of such issuer or the securities of registered investment companies, respectively, or would cause more than 3% of the outstanding voting securities of any such issuer to be held by the Portfolio; and provided, further, that securities issued by any open-end investment company shall not be purchased on behalf of the Portfolio, (iv) invest more than 15% of the Portfolio's, or 10% in the case of the Money Market Portfolio, total assets (taken at the greater of cost or market value) in securities that are not readily marketable, (v) as to 50% of a Portfolio's total assets, except that with respect to Money Market Portfolio as to 100% of such Portfolio's total assets, purchase securities of any issuer if such purchase at the time thereof would cause the Portfolio to hold more than 10% (5% for Money Market Portfolio) of any class of securities of such issuer, for which purposes all indebtedness of an issuer shall be deemed a single class and all preferred stock of an issuer shall be deemed a single class, (vi) invest more than 5% of the Portfolio's assets in companies which, including predecessors, have a record of less than three years continuous operation, (vii) invest in warrants valued at the lower of cost or market, in excess of 5% of the value of the Portfolio's net assets, and no more than 2% of such value may be warrants which are not listed on the New York or American Stock Exchanges, or (viii) purchase or retain in the Portfolio any securities issued by an issuer any of whose officers, directors, trustees or security holders is an officer or Trustee of the Trust or Portfolio, or is an officer or director of the Adviser, if after the purchase of the securities of such issuer by the Portfolio one or more of such persons owns beneficially more than 1/2 of 1% of the shares or securities, or both, all taken at market value, of such issuer, and such persons owning more than 1/2 of 1% of such shares or securities together own beneficially more than 5% of such shares or securities, or both, all taken at market value. |
0000922423-96-000018 | 0000922423-96-000018_0000.txt | 1996-01-12T00:00:00 | American | The International Equity Portfolio may invest in any other type of investment grade security including, but not limited to, convertible securities, preferred stocks, bonds, notes and other debt securities of foreign issuers (Eurodollar securities), warrants, obligations of the United States or foreign governments and their political subdivisions, securities purchased directly or in the form of sponsored American Depository Receipts ("ADRs"), European Depository Receipts ("EDRs") or other similar securities representing common stock of foreign issuers, and various derivative securities of such securities. |
0000922423-96-000018 | 0000922423-96-000018_0000.txt | 1996-01-12T00:00:00 | European | The International Equity Portfolio, Growth and Income Portfolio and Capital Growth Portfolio may invest in securities denominated in the ECU, which is a "basket" consisting of specified amounts of currencies of certain member states of the European Community. |
0000922423-96-000018 | 0000922423-96-000018_0000.txt | 1996-01-12T00:00:00 | European | The European securities markets were buoyed by economic reports showing a combination of moderate inflation and sustained, albeit tepid growth and expectations of monetary easing. |
0000922423-96-000018 | 0000922423-96-000018_0000.txt | 1996-01-12T00:00:00 | European | European governments and supranational organizations (discussed below), in particular, issue ECU-denominated securities. |
0000922423-96-000018 | 0000922423-96-000018_0000.txt | 1996-01-12T00:00:00 | European | The specific amounts of currencies comprising the ECU may be adjusted by the Council of Ministers of the European Community to reflect changes in relative values of the underlying currencies. |
0000922423-96-000018 | 0000922423-96-000018_0000.txt | 1996-01-12T00:00:00 | European | The International Equity Portfolio, Growth and Income Portfolio and Capital Growth Portfolio may invest in securities issued by supranational organizations such as: the World Bank, which was chartered to finance development projects in developing member countries; the European Community, which is a twelve-nation organization engaged in cooperative economic activities; the European Coal and Steel Community, which is an economic union of various European nations' steel and coal industries; and the Asian Development Bank, which is an international development bank established to lend funds, promote investment and provide technical assistance to member nations of the Asian and Pacific regions. |
0000922423-96-000018 | 0000922423-96-000018_0000.txt | 1996-01-12T00:00:00 | European | The European securities markets were buoyed by economic reports showing a combination of moderate inflation and tepid growth, and expectations of monetary easing. |
0000922423-96-000018 | 0000922423-96-000018_0000.txt | 1996-01-12T00:00:00 | European | EDRs are receipts issued by a European financial institution evidencing a similar arrangement. |
0000922423-96-000018 | 0000922423-96-000018_0000.txt | 1996-01-12T00:00:00 | European | The International Equity Portfolio may invest in any other type of investment grade security including, but not limited to, convertible securities, preferred stocks, bonds, notes and other debt securities of foreign issuers (Eurodollar securities), warrants, obligations of the United States or foreign governments and their political subdivisions, securities purchased directly or in the form of sponsored American Depository Receipts ("ADRs"), European Depository Receipts ("EDRs") or other similar securities representing common stock of foreign issuers, and various derivative securities of such securities. |
0000922423-96-000018 | 0000922423-96-000018_0000.txt | 1996-01-12T00:00:00 | European | Generally, ADRs, in registered form, are designed for use in U.S. securities markets and EDRs, in bearer form are designed for use in European securities markets. |
0000922423-96-000018 | 0000922423-96-000018_0000.txt | 1996-01-12T00:00:00 | Asian | The Latin American markets bounced back strongly from their sharp correction earlier this year, while the smaller Asian markets held on to early gains to also finish higher. |
0000922423-96-000018 | 0000922423-96-000018_0000.txt | 1996-01-12T00:00:00 | Asian | The International Equity Portfolio, Growth and Income Portfolio and Capital Growth Portfolio may invest in securities issued by supranational organizations such as: the World Bank, which was chartered to finance development projects in developing member countries; the European Community, which is a twelve-nation organization engaged in cooperative economic activities; the European Coal and Steel Community, which is an economic union of various European nations' steel and coal industries; and the Asian Development Bank, which is an international development bank established to lend funds, promote investment and provide technical assistance to member nations of the Asian and Pacific regions. |
0000922423-96-000018 | 0000922423-96-000018_0000.txt | 1996-01-12T00:00:00 | Asian | The Latin American markets bounced back strongly from their sharp correction earlier this year, while the smaller Asian markets held on to early gains to also finish higher. |
0000922423-96-000018 | 0000922423-96-000018_0000.txt | 1996-01-12T00:00:00 | Asian | Finally, we are comfortable with our positions in the smaller Asian markets, as the macroeconomic fundamentals remain solid, and, in our opinion, fair valuations exist. |
0000922423-96-000018 | 0000922423-96-000018_0000.txt | 1996-01-12T00:00:00 | Latin American | The Latin American markets bounced back strongly from their sharp correction earlier this year, while the smaller Asian markets held on to early gains to also finish higher. |
0000922423-96-000018 | 0000922423-96-000018_0000.txt | 1996-01-12T00:00:00 | Latin American | He has previously served in a number of executive positions with Control Data Corp., including President of their Latin American operations, and General Manager of their Data Services business. |
0000922423-96-000018 | 0000922423-96-000018_0000.txt | 1996-01-12T00:00:00 | Latin American | The Latin American markets bounced back strongly from their sharp correction earlier this year, while the smaller Asian markets held on to early gains to also finish higher. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | Such arbitration shall be heard and conducted in Atlanta, Georgia and shall be conducted expeditiously and confidentially in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), as such rules shall be in effect on the date of delivery of demand for arbitration, with the exception that the arbitrators may not award any punitive or exemplary damages or any damages other than compensatory, and except as such rules may be otherwise inconsistent with the express provisions of this Article 9. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | (b) American Southern and each of the Benefit Plans, are in compliance in all material respects with the applicable provisions of ERISA and those provisions of the Code applicable to the Benefit Plans. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | Except as set forth in Section 3.11 of the Seller Disclosure Memorandum, with respect to American Southern and American Safety (i) no investigation or examination by any insurance regulatory authority is pending, and (ii) no such investigation or examination has occurred since the date upon which Seller acquired the Shares. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | (c) Seller has delivered to Purchaser complete and correct copies of the Insurance Holding Company System Registration Statement on Form B as filed by American Southern on behalf of itself and American Safety for the years ended December 31, 1992, 1993 and 1994. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | Not less than 10 days prior to making such filing, Purchaser shall deliver a copy of the filing materials to American Southern, and American Southern shall be entitled to provide comments thereon to Purchaser within 5 days after receipt. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | 1.36 "Subsidiaries" Subsidiaries means American Safety, Automated Systems, Automobile Safety and Premier. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | 1.37 "Tax Allocation Agreement" Tax Allocation Agreement means the tax allocation agreement dated as of October 11, 1991 between Seller and American Southern. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | (k) No payment which is or may be made by American Southern, or from any Benefit Plan, to any employee, former employee, director or agent of American Southern under the terms of any Benefit Plan, either alone or in conjunction with any other payment, will or could be characterized as an excess parachute payment under Section 28OG of the Code. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | (e) Neither the Benefit Plans, American Southern nor any employee of the foregoing, nor, to Seller's Knowledge, any trusts created thereunder, or any trustee, administrator or other fiduciary thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 4975 of the Code or Section 406 of ERISA) which could subject the Companies to the tax or penalty on prohibited transactions imposed by such Section 4975 or the sanctions imposed under Title I of ERISA. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | 1.34 "Stockholders'Equity" Stockholders' Equity means total assets minus total liabilities of American Southern on a consolidated SAP basis. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | 1.35 "Stock Purchase Agreement" Stock Purchase Agreement means that certain Stock Purchase Agreement dated as of September 17, 1991, among Seller, Concorde Finance & Investment, Inc., InterRedec, Inc., InterRedec and American Southern. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | (d) The Georgia Insurance Department shall have approved the changes in control of American Southern and American Safety effected by the transfer of the Shares. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | (d) All consents listed on Schedule 5.05(d) shall have been obtained and the Georgia Insurance Department shall have approved the changes in control of American Southern and American Safety effected by the transfer of the Shares. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | All of such outstanding shares of American Southern have been duly authorized, validly issued and are fully paid and nonassessable. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | 1.26 "Premier" Premier means Premier Adjusting and Claims Service, Inc., a Georgia corporation and wholly owned subsidiary of American Southern. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | There are no outstanding options, warrants, preemptive rights, agreements, calls, commitments or demands of any character relating to the capital stock of American Southern and no securities convertible into or exchangeable for any of such capital stock. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | 3.02 Organization and Good Standing of American Southern; Power and Authority. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | The copies of American Southern's articles of incorporation and bylaws, as amended to date, which have been delivered to Purchaser, are correct and complete and are in full force and effect. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | All insurance policies and contracts issued by American Southern or American Safety now in force (other than policies and contracts issued under applicable surplus lines laws) are on forms and at rates approved by the insurance regulatory authority of the state or jurisdiction where issued or have been filed with and not objected to by such authority within the period provided for objection. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | 1.25 "Pledged Shares" Pledged Shares means the 149,998 shares of American Southern common stock pledged to InterRedec by Seller pursuant to the InterRedec Pledge. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | American Southern has all requisite corporate power and authority to own or lease its properties and assets as now owned or leased. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | The statutory financial statements contained in the Annual Statements (and with respect to clause (ii) below, other items contained in the Annual Statements) and the Audited Statements (i) have been prepared in conformity with SAP using comparable estimates and assumptions applied on a consistent basis with the December 31, 1994 financial statements, except that the financial statements contained in the Quarterly Statements are unaudited, (ii) are true, correct and complete and in accordance with the books and records of each Company, respectively, and (iii) present fully and fairly, on a SAP basis, the financial condition, assets and liabilities of each of American Southern and American Safety, as the case may be, as of the respective dates thereof and the results of operations and cash flows for the respective periods indicated. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | None of the Benefit Plans are provided by Seller; all of such Benefit Plans are provided by American Southern. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | (iv)..the unaudited balance sheet (on a SAP basis) of American Southern on a consolidated basis (consolidating American Southern with the Subsidiaries) as of June 30, 1995 (the "Balance Sheet Date"), and the unaudited statement of income of American Southern on a consolidated basis for the six-month period ending on the Balance Sheet Date (collectively, the "Interim Unaudited Statements"). |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | (i) American Southern has complied in all material respects with the notice and continuation coverage requirements of Section 4980B of the Code and the regulations thereunder with respect to each Benefit Plan that is, or was during any taxable year of American Southern for which the statute of limitations on the assessment of federal income taxes remains open, by consent or otherwise, a group health plan within the meaning of Section 5000(b)(1) of the Code. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | (j) American Southern has not incurred and is not reasonably likely to incur any liability that is or could reasonably be expected to become a material liability of American Southern with respect to any plan or arrangement that would be included within the definition of "Benefit Plan" hereunder but for the fact that such plan or arrangement was terminated before the date of this Agreement. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | 1.08 "Companies" Companies means American Southern collectively with the Subsidiaries. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | (iii).the audited balance sheets (on a SAP basis), statements of income, statements of changes in capital and surplus, and statements of cash flows of American Southern on an unconsolidated basis as of and for the years ended December 31, 1992, 1993 and 1994 (such financial statements, including all notes and schedules thereto and the independent auditors' report of Ernst & Young LLP thereon, being the "Audited Statements") (the balance sheet as of December 31, 1994 included in the Audited Statements is referred to herein as the "1994 Balance Sheet"); and |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | Section 3.17 of the Seller Disclosure Memorandum contains a complete and correct list of all insurance agencies and agents authorized to write insurance on behalf of American Southern or American Safety as of the date shown on such list. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | (g) At no time for which any relevant statute of limitations remains open have (a) American Southern, (b) any employer that is, together with American Southern, treated as a "single employer" under Section 414(b), 414(c) or 414(m) of the Code (an "Affiliate"), or (c) any employer that was at any time after September 2, 1984, an Affiliate of American Southern (a "Former Affiliate"), incurred any liability which could subject Purchaser or American Southern to liability under Section 4062, 4063 or 4064 of ERISA. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | 1.21 "Material Adverse Effect" Material Adverse Effect means a material adverse effect to the property, results of operations or financial condition of (a) American Southern and the Subsidiaries taken as a whole, or (b) Purchaser, as shall be applicable in the context in which the term is used; provided, however, that a Material Adverse Effect shall not include the effect of any matter which has or may have an industry-wide effect, or any general economic conditions. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | WHEREAS, Seller owns 100% of the issued and outstanding capital stock of American Southern Insurance Company, a Georgia corporation ("American |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | 1.33 "Shares" Shares means 100% of the issued and outstanding shares of capital stock of American Southern. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | To the Knowledge of Seller, all such agencies and agents are duly licensed with the insurance regulatory authority of the state or jurisdiction in which such agency or agent writes insurance on behalf of American Southern or American Safety. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | American Southern owns, free and clear of all liens and encumbrances whatsoever, 100% of the issued and outstanding capital stock of each Subsidiary. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | American Southern does not, directly or indirectly, own any stock of, or any other interest in, any Person other than the Subsidiaries, except that American Southern may own interests held for investment purposes not exceeding 10% of any such single Person. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | American Southern is a corporation duly organized, validly existing and in good standing under the laws of Georgia. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | (a) As soon as practicable, but in any event within thirty (30) days after Closing, Purchaser shall, under the direction and supervision of Roy S. Thompson, Jr., Scott G. Thompson and Calvin L. Wall, or any of them, prepare and deliver to Seller a balance sheet of American Southern as of the Closing Date (the "Closing Balance Sheet"), prepared in accordance with SAP reporting practices consistently applied (but subject to the provisions of Section 5.04(i)). |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | 1.02 "American Safety" American Safety means American Safety Insurance Company, a Georgia corporation and wholly owned subsidiary of American Southern. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | 1.05 "Automobile Safety" Automobile Safety means Automobile Safety Management, Inc., a Delaware corporation and wholly owned subsidiary of American Southern. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase, all of the capital stock of American Southern, in accordance with the terms and conditions of this Agreement; |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | 3.01 Organization and Good Standing of Seller; Power and 3.02 Organization and Good Standing of American Southern; 3.06 No Violation of Applicable Laws or Agreements.........7 3.07 SEC Filings and Financial Statements..................8 3.08 Absence of Certain Changes............................9 3.11 Pending Litigation or Proceedings.....................11 3.12 Compliance With Applicable Laws.......................11 3.18 Title to Assets; Material Contracts...................12 3.20 Compensation Arrangements; Bank Accounts; Officers 3.21 Transactions With Related Parties.....................15 |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | (ii)..Purchaser shall file with the Georgia Insurance Department all Form(s) A required to request such Department's approval of the changes in control of American Southern and American Safety that will be effected by the transfer of the Shares. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | (ii)..the Quarterly Statements of each of American Southern and American Safety filed with the Georgia Insurance Department for the quarters ending March 31, 1995 and June 30, 1995, together with the exhibits and schedules thereto (collectively, the "Quarterly Statements"); |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | 1.04 "Automated Systems" Automated Systems means Automated Systems of Georgia, Inc., a Georgia corporation and wholly owned subsidiary of American Southern. |
0000008177-96-000002 | 0000008177-96-000002_0001.txt | 1996-01-12T00:00:00 | American | 1.13 "Florida Tax Litigation" Florida Tax Litigation means the premium tax litigation with respect to the period from 1985 through 1990 involving American Southern and the State of Florida Department of Revenue currently being litigated in the District Court of Appeals, 1st District of Florida (Civil Action No. |
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