-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R5LkHrUUz4aK4FN1oDooqpKq3blhWJ/gCqi4162csrYBMuw1QsLcgL1Qgz9C2KeY fEcMMsjXZMNoKzpMGIrRQA== 0001021408-02-004177.txt : 20020415 0001021408-02-004177.hdr.sgml : 20020415 ACCESSION NUMBER: 0001021408-02-004177 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020327 GROUP MEMBERS: AMERICAN SERVICE INSURANCE COMPANY, INC. GROUP MEMBERS: LINCOLN GENERAL INSURANCE COMPANY GROUP MEMBERS: UNIVERSAL CASUALTY COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN COUNTRY HOLDINGS INC CENTRAL INDEX KEY: 0000315411 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 060995978 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43756 FILM NUMBER: 02587974 BUSINESS ADDRESS: STREET 1: 222 N LASALLE STREET STREET 2: C/O JOHN DE ELORZA CITY: CHICAGO STATE: IL ZIP: 60601-1105 BUSINESS PHONE: 3124562000 MAIL ADDRESS: STREET 1: 222 N LASALLE STREET CITY: CHICAGO STATE: IL ZIP: 60601-1105 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN SYSTEMS CORP DATE OF NAME CHANGE: 19970326 FORMER COMPANY: FORMER CONFORMED NAME: VIGILANCE SYSTEMS CORP DATE OF NAME CHANGE: 19920202 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN TRANSMEDIA CO INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KINGSWAY FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0001072627 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] STATE OF INCORPORATION: A6 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 5310 EXPLORER DRIVE STREET 2: MISSISSAUGA ONTARIO CANADA L4W 5H8 CITY: MISSISSAUGA BUSINESS PHONE: 8476197610 MAIL ADDRESS: STREET 1: 5310 EXPLORER DRIVE STREET 2: MISSISSAUGA ONTARIO CANADA L4W 5H8 CITY: MISSISSAUGA STATE: A6 SC TO-T/A 1 dsctota.txt AMENDMENT #2 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- AMENDMENT NO. 2 TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D (AMENDMENT NO. 3) AMERICAN COUNTRY HOLDINGS INC. (NAME OF SUBJECT COMPANY) KFS ACQUISITION CORP. KINGSWAY FINANCIAL SERVICES INC. (NAME OF FILING PERSONS (OFFERORS)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (TITLE OF CLASS OF SECURITIES) 025278 20 1 (CUSIP NUMBER OF CLASS OF SECURITIES) SERIES A CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.10 PER SHARE (TITLE OF CLASS OF SECURITIES) NOT APPLICABLE (CUSIP NUMBER OF CLASS OF SECURITIES) CLASS A COMMON STOCK PURCHASE WARRANTS (TITLE OF CLASS OF SECURITIES) NOT APPLICABLE (CUSIP NUMBER OF CLASS OF SECURITIES) W. SHAUN JACKSON KINGSWAY FINANCIAL SERVICES INC. 5310 EXPLORER DRIVE MISSISSAUGA ONTARIO, L4W 5H8, CANADA TELEPHONE: (905) 629-7888 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS) COPY TO: GEOFFREY ETHERINGTON III D. ROGER GLENN EDWARDS & ANGELL, LLP EDWARDS & ANGELL, LLP 750 LEXINGTON AVENUE 750 LEXINGTON AVENUE NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10022 TELEPHONE: (212) 308-4411 TELEPHONE: (212) 308-4411 FACSIMILE: (212) 308-4844 FACSIMILE: (212) 308-4844 Check the appropriate boxes below to designate any transactions to which the statement relates: [X] 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. [X] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of a tender offer: [_] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 2 to Tender Offer Statement and Amendment No. 3 to Schedule 13D amends the Tender Offer Statement on Schedule TO and Amendment to Schedule 13D originally filed with the Securities and Exchange Commission on February 27, 2002 (as amended, the "Schedule TO") by KFS Acquisition Corp. (the "Purchaser") and Kingsway Financial Services Inc. ("Kingsway"), relating to the offer to purchase Common Stock, Series A Convertible Preferred Stock and Class A Common Stock Purchase Warrants of American Country Holdings Inc. expiring on April 1, 2002 on the terms and conditions set forth in the Offer to Purchase, dated February 27, 2002, a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO, and in the related Letter of Transmittal, a copy of which is attached as Exhibit (a)(1)(B) to the Schedule TO. This Amendment No. 2 to Tender Offer Statement and Amendment No. 3 to Schedule 13D is being filed on behalf of the Purchaser and Kingsway. ITEM 11. ADDITIONAL INFORMATION. Item 11 of the Schedule TO is hereby amended to add the following: On March 27, 2002, Kingsway announced that the Illinois Director of Insurance approved its acquisition of control of American Country Insurance Company, a wholly-owned subsidiary of American Country Holdings Inc. (ACHI). The press release containing such announcement is attached hereto as Exhibit (a)(5)(A). ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented as follows: (a)(1)(A) Offer to Purchase dated February 27, 2002.* (a)(1)(B) Letter of Transmittal.* (a)(1)(C) Notice of Guaranteed Delivery.* (a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(E) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(1)(G) Press Release of Kingsway Financial dated February 27, 2002.* (a)(1)(H) Summary Advertisement dated February 27, 2002.* (a)(5)(A) Press Release of Kingsway Financial dated March 27, 2002. (b) Not applicable. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable. (g) Not applicable. (h) Not applicable. ______ * Previously filed. 2 SIGNATURES After due inquiry and to the best of the undersigned's knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. KINGSWAY FINANCIAL SERVICES INC. By: /s/ William G. Star --------------------------------- Name:William G. Star Title:Chairman, President and Chief Executive Officer KFS ACQUISITION CORP. By: /s/ William G. Star --------------------------------- Name:William G. Star Title:President and Director Date: March 27, 2002 After due inquiry and to the best of the undersigned's knowledge and belief, the undersigned certify that the information set forth in this statement, insofar as it amends the statement on Schedule 13D filed on November 30, 2001, as amended, is true, complete and correct. KINGSWAY FINANCIAL SERVICES INC. By: /s/ William G. Star --------------------------------- Name:William G. Star Title:Chairman, President and Chief Executive Officer AMERICAN SERVICE INSURANCE COMPANY, INC. By: /s/ James R. Zuhlke --------------------------------- Name:James R. Zuhlke Title:Chairman LINCOLN GENERAL INSURANCE COMPANY By: /s/ William G. Star --------------------------------- Name:William G. Star Title:President and Chief Executive Officer UNIVERSAL CASUALTY COMPANY By: /s/ Marc Romanz --------------------------------- Name:Marc Romanz Title:Chief Operating Officer Date: March 27, 2002 3 INDEX TO EXHIBITS (a)(1)(A) Offer to Purchase dated February 27, 2002.* (a)(1)(B) Letter of Transmittal.* (a)(1)(C) Notice of Guaranteed Delivery.* (a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(E) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(1)(G) Press Release of Kingsway Financial dated February 27, 2002.* (a)(1)(H) Summary Advertisement dated February 27, 2002.* (a)(5)(A) Press Release of Kingsway Financial dated March 27, 2002. (b) Not applicable. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable. (g) Not applicable. (h) Not applicable. ______ * Previously filed. Exhibit (a)(5)(A) [KINGSWAY LOGO] KINGSWAY FINANCIAL SERVICES INC. ANNOUNCES APPROVAL OF ILLINOIS DIRECTOR OF INSURANCE OF ITS ACQUISITION OF CONTROL OF AMERICAN COUNTRY INSURANCE COMPANY. Toronto, Ontario (March 27, 2002)--Kingsway Financial Services Inc. (Kingsway) announced that the Illinois Director of Insurance approved its acquisition of control of American Country Insurance Company, a wholly-owned subsidiary of American Country Holdings Inc. (ACHI). Receipt of this approval is one of the conditions to the tender offer by Kingsway and its wholly-owned subsidiary, KFS Acquisition Corp., to acquire all of the Common Stock, Series A Convertible Preferred Stock and Class A Common Stock Purchase Warrants of American Country Holdings Inc. (ACHI). Other conditions to the tender offer have not been satisfied. The tender offer, assuming it is not extended, is scheduled to expire midnight EDT, Monday, April 1, 2002. Under the tender offer, Kingsway is offering to pay $2.10 for each share of Common Stock of ACHI, $12.00 for each share of Series A Convertible Preferred Stock of ACHI and $0.175 for each Class A Common Stock Purchase Warrant of ACHI. The Board of Directors of ACHI has determined that the tender offer is advisable, fair to and in the best interests of American Country and the holders of its common stock, and unanimously voted to recommend that holders of its common stock that wish to receive cash for their stock accept the tender offer. Forward Looking Statements - -------------------------- The statements contained in this press release that are not statements of historical fact, including without limitation, statements containing the words "believes", "expects", and words of similar import, constitute forward- looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve a number of risks and uncertainties that are difficult to predict. Moreover, from time to time Kingsway may issue other forward-looking statements. Actual outcomes and results may differ materially from what is expressed or forecast in forward-looking statements. Factors that could cause or contribute to actual results differing materially from such forward looking statements are discussed in greater detail in Kingsway's SEC filings. Kingsway disclaims any obligation to update forward-looking statements to reflect future events or revised expectations. About the Kingsway - ------------------ Kingsway's primary business is the insuring of automobile risks for drivers who do not meet the criteria for coverage by standard automobile insurers. Kingsway currently operates through nine wholly-owned subsidiaries in Canada and the U.S. Canadian subsidiaries include Kingsway General Insurance Company, York Fire & Casualty Insurance Company and Jevco Insurance Company. U.S. subsidiaries include Universal Casualty Company, American Service Insurance Company, Southern United Fire Insurance Company, Lincoln General Insurance Company, U.S. Security Insurance Company and Avalon Risk Management, Inc. Kingsway also operates reinsurance subsidiaries in Barbados and Bermuda. Kingsway Financial, Kingsway General, York Fire, Jevco and Kingsway Reinsurance (Bermuda) are all rated "A" Excellent by A.M. Best. Kingsway's senior debt is rated 'BBB' (investment grade) by Standard and Poor's. The common shares of Kingsway Financial Services Inc. are listed on the Toronto Stock Exchange and the New York Stock Exchange, under the trading symbol "KFS". For further information, please contact: Shaun Jackson Executive Vice President and Chief Financial Officer Tel: (905) 629-7888 Fax: (905) 629-5008 Web Site: www.kingsway-financial.com -------------------------- -3- -----END PRIVACY-ENHANCED MESSAGE-----