-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, a3wZJsnrX73FMBsTBzEno5kS6Gd9sSCLSEGoOeMjHRTdJxDj6rvAS+4lv0KGQl0y eDxlW5iPt6QveTHCekMMQg== 0000905087-95-000001.txt : 19950605 0000905087-95-000001.hdr.sgml : 19950605 ACCESSION NUMBER: 0000905087-95-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950602 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LAURENTIAN CAPITAL CORP/DE/ CENTRAL INDEX KEY: 0000092342 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 591611314 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12694 FILM NUMBER: 95544584 BUSINESS ADDRESS: STREET 1: 640 LEE RD - STE 303 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 2158897400 MAIL ADDRESS: STREET 1: 640 LEE RD STREET 2: STE 303 CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHLAND CAPITAL INVESTORS INC DATE OF NAME CHANGE: 19840524 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARNOLD & PORTER /FA CENTRAL INDEX KEY: 0000905087 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1200 NEW HAMPSHIRE AVE N W CITY: WASHINGTON STATE: DC ZIP: 20036 BUSINESS PHONE: 2027857685 MAIL ADDRESS: STREET 1: 1200 NEW HAMPSHIRE AVE NW CITY: WASHINGTON STATE: DC ZIP: 20036 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Laurentian Capital Corporation (Name of Issuer) Common Stock, par value $.05 per share (Title of Class of Securities) 519256101 (CUSIP Number) Mte. Lise Bernier Director, Legal and Corporate Affairs Societe financiere Desjardins-Laurentienne 1 Complexe Desjardins, 40th Floor P.O. Box 10500, Desjardins Station Montreal, (Quebec) H5B 121 Canada Tel. (514) 281-7081 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: John A. Willett, Esq. Arnold & Porter 399 Park Avenue New York, New York 10022-4690 Tel. (212) 715-1000 May 25, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Check the following box if a fee is being paid with this statement: [ ] Exhibit Index page (1) Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person La Confederation des caisses populaires et d'economie Desjardins du Quebec (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] (3) SEC Use Only (4) Source of Funds (See Instructions) Not applicable (5) Check Box if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization Province of Quebec, Canada Number of (7) Sole Voting Power Shares Bene- 6,177,093 Shares Bene- (8) Shared Voting Power ficially 0 Owned by (9) Sole Dispositive Power Each Report- 6,177,093 ing Person (10) Shared Dispositive Power With 0 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 6,177,093 (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 81.8% (14) Type of Reporting Person (See Instructions) HC (1) Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person La societe financiere des caisses Desjardins inc. (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] (3) SEC Use Only (4) Source of Funds (See Instructions) Not applicable (5) Check Box if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization Province of Quebec, Canada Number of (7) Sole Voting Power Shares Bene- 6,177,093 Shares Bene- (8) Shared Voting Power ficially 0 Owned by (9) Sole Dispositive Power Each Report- 6,177,093 ing Person (10) Shared Dispositive Power With 0 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 6,177,093 (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 81.8% (14) Type of Reporting Person (See Instructions) HC (1) Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person Societe financiere Desjardins-Laurentienne inc. (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] (3) SEC Use Only (4) Source of Funds (See Instructions) Not applicable (5) Check Box if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization Province of Quebec, Canada Number of (7) Sole Voting Power Shares Bene- 6,177,093 Shares Bene- (8) Shared Voting Power ficially 0 Owned by (9) Sole Dispositive Power Each Report- 6,177,093 ing Person (10) Shared Dispositive Power With 0 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 6,177,093 (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 81.8% (14) Type of Reporting Person (See Instructions) HC (1) Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person The Laurentian Group Corporation (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] (3) SEC Use Only (4) Source of Funds (See Instructions) Not applicable (5) Check Box if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization Province of Quebec, Canada Number of (7) Sole Voting Power Shares Bene- 6,177,093 Shares Bene- (8) Shared Voting Power ficially 0 Owned by (9) Sole Dispositive Power Each Report- 6,177,093 ing Person (10) Shared Dispositive Power With 0 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 6,177,093 (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 81.8% (14) Type of Reporting Person (See Instructions) HC (1) Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person Desjardins-Laurentian Life Group Inc. (formerely, Laurentian Financial, Inc.) (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] (3) SEC Use Only (4) Source of Funds (See Instructions) Not applicable (5) Check Box if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization Province of Quebec, Canada Number of (7) Sole Voting Power Shares Bene- 6,177,093 Shares Bene- (8) Shared Voting Power ficially 0 Owned by (9) Sole Dispositive Power Each Report- 6,177,093 ing Person (10) Shared Dispositive Power With 0 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 6,177,093 (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 81.8% (14) Type of Reporting Person (See Instructions) HC (1) Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person The Imperial Life Assurance Company of Canada I.R.S. Identification No. 98-000675 (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] (3) SEC Use Only (4) Source of Funds (See Instructions) Not applicable (5) Check Box if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization Canada Number of (7) Sole Voting Power Shares Bene- 5,432,109 Shares Bene- (8) Shared Voting Power ficially 0 Owned by (9) Sole Dispositive Power Each Report- 5,432,109 ing Person (10) Shared Dispositive Power With 0 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 5,432,109 (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (13) Percent of Class Represented by Amount in Row (11) 72.0% (14) Type of Reporting Person (See Instructions) IC This Amendment No. 1 amends the Schedule 13D (the "Schedule 13D") of the Reporting Persons dated January 10, 1994. Capitalized terms have the same meanings as in the Schedule 13D. Item 2. Identity and Background Item 2 is amended by the addition of the following information: On July 21, 1994, the name of Laurentian Financial, Inc. was changed to Desjardins-Laurentian Life Group Inc. ("DLLG"). The principal offices of DLLG are located at 500 Grande-Allee East, Quebec City, Quebec G1R 257, Canada. Item 4. Purpose of Transaction Item 4 is amended by the addition of the following information: On May 25, 1995, Imperial and DLLG entered into an Option Agreement (the "Option Agreement") with American Annuity Group, Inc., a Delaware corporation ("American Annuity"), attached hereto as Exhibit D and incorporated herein by reference in its entirety, concerning Imperial and DLLG's grant to American Annuity of an option, exercisable under certain circumstances, to purchase all of the Shares held by Imperial and DLLG. The Option Agreement has been entered into in connection with the execution of a Merger Agreement dated as of May 25, 1995 among American Annuity, L.Q. Acquisition Corp., a wholly owned subsidiary of American Annuity and the Company. Item 5. Interests in Securities of the Issuer Item 5 is amended by the addition of the following information: On May 25, 1995, Imperial and DLLG entered into the Option Agreement described in Item 4 and attached hereto as Exhibit D, granting to American Annuity an option exercisable under certain circumstances described therein to acquire all of the 6,177,093 Shares held by them at a price of $13.875 per Share. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 is amended by the addition of the following information: On May 25, 1995, Imperial and DLLG entered into the Option Agreement described in Items 4 and 5 and attached hereto as Exhibit D. Item 7. Material to be Filed as Exhibits Item 7 is amended by the addition of the following: Exhibit D Option Agreement dated as of May 25, 1995 among American Annuity Group, Inc., The Imperial Life Assurance Company of Canada and Desjardins-Laurentian Life Group Inc.
Signatures After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: June 1, 1995 LA CONFEDERATION DES CAISSES POPULAIRES ET D'ECONOMIE DESJARDINS DU QUEBEC By /s/ Pierre Brossard General Secretary LA SOCIETE FINANCIERE DES CAISSES DESJARDINS INC. By /s/ Humberto Santos President and Chief Executive Officer SOCIETE FINANCIERE DESJARDINS-LAURENTIENNE INC. By /s/ Humberto Santos President and Chief Executive Officer Dated: June 1, 1995 THE LAURENTIAN GROUP CORPORATION By /s/ Humberto Santos President and Chief Executive Officer DESJARDINS-LAURENTIAN LIFE GROUP INC. By /s/ Michel Therien President and Chief Executive Officer THE IMPERIAL LIFE ASSURANCE COMPANY OF CANADA By /s/ Michel Therien Chief Executive Officer
Exhibit Index Exhibit Sequential Page Number Exhibit D Option Agreement dated as of May 25, 1995 among American Annuity Group, Inc., The Imperial Life Assurance Company of Canada and Desjardins-Laurentian Life Group Inc.
EX-99 2 OPTION AGREEMENT Option Agreement dated as of May 25, 1995, by and among American Annuity Group, Inc., a Delaware corporation (the "Purchaser"), The Imperial Life Assurance Company of Canada, a Canadian corporation ("ILACO") and Desjardins-Laurentian Life Group Inc., a Quebec corporation ("DLLG"), (ILACO and DLLG collectively, the "Stockholders"). Simultaneously herewith, the Purchaser, L.Q. Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Purchaser ("Newco"), and Laurentian Capital Corporation, a Delaware corporation (the "Company"), are entering into an Agreement and Plan of Merger dated as of the date hereof (the "Merger Agreement"), pursuant to which Newco will merge into the Company (the "Merger"). In order to induce the Purchaser to enter into the Merger Agreement and to provide reasonable assurances that the transactions contemplated by the Merger Agreement will be consummated, the Stockholders desire to grant to the Purchaser an option to purchase their shares of Common Stock, $.05 par value per share, of the Company ("Company Common Stock") and further desire to make certain other agreements regarding such shares, upon the terms and subject to the conditions set forth below. The Board of Directors of the Company has approved the Stockholders' entering into this Agreement with the Purchaser, the form of this Agreement and the consummation of the transactions contemplated hereby. Accordingly, the parties hereto agree as follows: 1. Grant of Option. The Stockholders hereby jointly grant to the Purchaser an exclusive and irrevocable option (the "Option") to purchase an aggregate of 6,177,093 shares of Company Common Stock (the "Option Shares") consisting of 5,432,109 shares owned by ILACO and 744,984 shares owned by DLLG, at a price of $13.875 per share, subject to the terms and conditions contained herein. 2. Exercise of Option. 2.1 Following (i) the expiration of any applicable waiting period under Title II of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "Hart-Scott-Rodino Act"), (ii) the granting of all required regulatory approvals including, without limitation, approval from the office of The Superintendent of Financial Institutions (Canada) and (iii) the termination of the Long Term Financing Support Agreement dated as of April 25, 1994, between Desjardins Laurentian Financial Corporation, a Quebec corporation ("DLFC"), and the Company and an Agreement dated as of April 25, 1994 among DLFC, the Company and National Bank of Canada, in its capacity as Agent under the Company's Credit Agreement dated as of April 25, 1994 (both of such agreements collectively, the "Support Agreements"), and the release of DLFC from all of its liabilities and obligations under the Support Agreements, the Option may be exercised by the Purchaser, in whole but not in part, at any time prior to the termination of the Option and this Agreement in accordance with its terms, upon or following the occurrence of either of the following events: (a) the receipt by the Company from a third party of a proposal with respect to an Acquisition Transaction (as defined in the Merger Agreement) and the exercise by the Company of its rights under Section 6.3 of the Merger Agreement; provided, that if the Option Shares are not sold to such third party by the Purchaser in connection with such Acquisition Transaction, then the Purchaser shall promptly thereafter take all necessary action to purchase or cause to be purchased all of the outstanding Company Common Stock not held by the Purchaser (other than the Option Shares) at a price per share equal to the price per share of the proposed third party Acquisition Transaction; or (b) the failure (i) by either or both of the Stockholders to vote all shares of Company Common Stock owned by them in favor of the Merger and for adoption of the Merger Agreement when the Merger Agreement is submitted to the stockholders of the Company for approval or (ii) by the Company to submit the Merger Agreement to the stockholders of the Company for approval on or before November 30, 1995 for any reason other than the exercise by the Company of its rights under Section 6.3 of the Merger Agreement; provided, that if the Option is exercised pursuant to this clause (b), the Purchaser shall promptly thereafter take all necessary action to purchase or cause to be purchased all of the outstanding Company Common Stock not held by the Purchaser (other than the Option Shares) at the price set forth in the Merger Agreement to be paid for such shares. 2.2 In the event the Purchaser elects to exercise the Option pursuant to Section 2.1 hereof, the Purchaser shall send a written notice to the Stockholders (which notice shall be given within five days after the Purchaser becomes aware that such Option is exercisable) specifying a place, time and date (not earlier than 2 nor later than 20 Business Days from the date such notice is given) for the closing of such purchase of the Option Shares. If such closing is to occur sooner than five Business Days from the date such notice is given, facsimile or telephonic notice shall also be given at the time such written notice is given. For purposes of this Agreement, "Business Day" shall mean any day on which banks in Toronto and New York are open for business. 3. Payment and Delivery of Certificate(s). At the closing of the purchase of the Option Shares hereunder, (i) the Purchaser shall pay to each Stockholder the aggregate price for the Option Shares being purchased from such Stockholder by delivery of a certified check or cashier's check or by wire transfer of funds to a bank account designated by the Stockholder and (ii) each Stockholder shall deliver to the Purchaser a duly issued and executed certificate or certificates representing the Option Shares being sold by such Stockholder, duly endorsed or accompanied by stock powers duly executed in blank. Such certificates may contain a legend substantially as follows: "These shares have not been registered under the Securities Act of 1933, as amended, and may not be sold without an effective registration statement under such Act or pursuant to an exemption therefrom." 4. Representations and Covenants of the Stockholders. Each Stockholder hereby represents, warrants and covenants with respect to itself to the Purchaser as follows: 4.1 The Stockholder is a corporation duly organized, validly existing and in good standing under the laws of Canada in the case of ILACO and of the Province of Quebec in the case of DLLG, and with the corporate power to execute, deliver and carry out the terms of this Agreement. 4.2 During the term of this Agreement and except as contemplated by this Agreement and the Merger Agreement, the Stockholder will not (i) transfer (which term shall include, without limitation, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Option Shares or any interest therein, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Option Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Option Shares, (iv) deposit the Option Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Option Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or in the Merger Agreement. 4.3 On the date hereof, the Stockholder (i) owns as sole owner, beneficially and of record, in the case of ILACO 5,432,109 shares of Company Common Stock and in the case of DLLG 744,984 shares of Company Common Stock, free and clear of all liens, claims, options, charges, encumbrances, security interests and rights or interests of any kind; and (ii) has full right, power and authority to sell and vote such shares of Company Common Stock, to enter into and perform this Agreement and to grant the Option granted herein. No person holds a proxy or other right to vote or direct the vote of the Stockholder's shares of Company Common Stock and upon exercise of the Option granted herein, the Stockholder shall convey good title to such shares, free and clear of all liens, claims, options, charges, encumbrances, security interests and rights or interests of any kind. The Stockholder owns no warrants or options to acquire shares of Company Common Stock. The shares of Company Common Stock owned by the Stockholder are (and upon exercise of the Option will be) duly issued, fully paid and nonassessable. This Agreement has been duly authorized by all necessary corporate action on the part of the Stockholder, has been duly executed and delivered on behalf of the Stockholder by duly authorized officers or representatives of the Stockholder and is valid, binding and enforceable against the Stockholder in accordance with its terms except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally or by equitable principles. The execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby do not require the consent, waiver, approval, license or authorization of or any filing with any person or governmental authority other than pursuant to securities laws, the Hart-Scott-Rodino Act and applicable insurance laws, including without limitation approval from the office of The Superintendent of Financial Institutions (Canada), and those consents required in connection with the termination of the Support Agreements, and, following the termination of the Support Agreements as contemplated by Section 2.1 hereof, will not violate, result in a breach of or the acceleration of any obligation under, or constitute a default under, any provision of the Stockholder's charter or by-laws, or any indenture, mortgage, lease, agreement, contract, instrument, order, judgment, ordinance, regulation or decree specifically applicable to the Stockholder. 4.4 The Stockholder will make any necessary filings required to be made by such Stockholder under the Hart-Scott-Rodino Act in connection with the transactions contemplated by this Agreement and will take such action as may reasonably be required of it in order to obtain the regulatory approvals contemplated by Section 2.1 hereof. 5. Representations and Covenants of the Purchaser. The Purchaser hereby represents, warrants and covenants to the Stockholders as follows: 5.1 The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and with the corporate power to execute, deliver and carry out the terms of this Agreement. 5.2 This Agreement has been duly authorized by all necessary corporate action on the part of the Purchaser, has been duly executed and delivered on behalf of the Purchaser by a duly authorized officer of the Purchaser and is valid, binding and enforceable against the Purchaser in accordance with its terms except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally or by equitable principles. The execution, delivery and performance of this Agreement by the Purchaser and the consummation by it of the transactions contemplated hereby do not require the consent, waiver, approval, license or authorization of or any filing with any person or governmental authority other than pursuant to federal securities laws, the Hart-Scott-Rodino Act and applicable insurance laws and will not violate, result in a breach of or the acceleration of any obligation under, or constitute a default under, any provision of the Purchaser's charter or by-laws, or any indenture, mortgage, lease, agreement, contract, instrument, order, judgment, ordinance, regulation or decree specifically applicable to the Purchaser. 5.3 The Purchaser is acquiring the Option and the Option Shares transferable upon the exercise thereof for its own account and not with a view to the distribution or resale thereof. Any sale, transfer or other disposition of the Option Shares by the Purchaser will be made in compliance with all applicable provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder. 5.4 The Purchaser has such knowledge and experience in financial and business matters that it is capable of utilizing the information that is available to the Purchaser concerning the Company to evaluate the risks of investment in the Option Shares. 5.5 The Purchaser acknowledges that it has not received any information relating to the Company from the Stockholders and that it is not relying on any information from the Stockholders in connection with its entering into the Merger Agreement. 5.6 The Purchaser will make any necessary filings required to be made by the Purchaser under the Hart-Scott-Rodino Act in connection with the transactions contemplated by this Agreement and will take such action as may reasonably be required of the Purchaser in order to obtain the regulatory approvals contemplated by Section 2.1 hereof. 6. Description of Shares. For all purposes of this Agreement, the shares of Company Common Stock shall mean the shares of Company Common Stock and all securities or property (including cash) issued or exchanged with respect to such shares from and after the date of this Agreement upon any reorganization, recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up, sale of assets, distribution to stockholders or combination of Company Common Stock or any other change in the corporate or capital structure of the Company which would have the effect of diluting the Purchaser's rights hereunder. In such event, the Stockholders shall execute an amendment to this Agreement making those adjustments in the number of Option Shares and the exercise price thereof which may be necessary to restore the Purchaser to its rights hereunder. 7. Termination of Agreement. This Agreement shall terminate and the Option shall expire on the first to occur of the following events: (i) the Effective Time (as defined in the Merger Agreement) (it being understood that in such event the Option Shares that are not previously purchased hereunder shall be acquired pursuant to the terms of the Merger Agreement), (ii) the termination of the Merger Agreement by the Purchaser pursuant to any of the provisions of Section 9.1, (iii) the termination of the Merger Agreement by the Company pursuant to any of the provisions of Section 9.1 thereof other than clauses (c) or (g) thereof, (iv) the abandonment of the Merger by the Purchaser otherwise than in accordance with the terms of the Merger Agreement, or (v) December 31, 1995. 8. Miscellaneous. 8.1 Assignability; Transfer Restrictions. Neither this Agreement, nor any of the rights, interests or obligations hereunder shall be assigned by either of the parties hereto without the prior written consent of the other party except that the Purchaser may assign its rights hereunder, in whole or in part, to any wholly owned direct or indirect subsidiary of the Purchaser, provided that such assignee shall deliver to the Stockholders a certificate signed on its behalf by its President or any Vice President containing representations and covenants substantially similar to those made by the Purchaser in Section 5 hereof and provided further that in the event of any such assignment, the Purchaser shall not be released from any of its obligations to the Stockholders hereunder. Neither the Option nor the Option Shares may be sold, pledged, transferred, hypothecated, or otherwise disposed of except in compliance with applicable law, including, without limitation, federal securities laws. 8.2 Third Parties. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the successors and permitted assigns of, the parties hereto. Nothing expressed or referred to in this Agreement is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. The representations and warranties contained in this Agreement shall survive for one year from the date hereof. 8.3 Further Assurances. Each party shall, upon the reasonable request by the other, execute and deliver any additional documents necessary or desirable to complete the sale, conveyance, transfer and assignment of the Option Shares acquired by the Purchaser pursuant to this Agreement. 8.4 Amendment. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the parties hereto. 8.5 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and given (and shall be deemed to have been duly received if so given) by delivery by messenger, telecopy or registered or certified mail, postage prepaid, to the respective parties as follows: If to the Purchaser: American Annuity Group, Inc. 250 East Fifth Street Cincinnati, Ohio 45202 Attention: Mark F. Muething, Esquire Telephone Number: (513) 333-5515 Telecopy Number: (513) 357-3397 with a copy to: Keating, Muething & Klekamp 1800 Provident Tower One East Fourth Street Cincinnati, Ohio 45202 Attention: Edward E. Steiner, Esquire Telephone Number: (513) 579-6468 Telecopy Number: (513) 579-6957 If to the Stockholders: The Imperial Life Assurance Company of Canada 95 St. Clair Avenue West Toronto, Ontario M4V 1N7 Canada Attention: Mr. Robert W. Haig, Secretary Telephone Number: (416) 926-2702 Telecopy Number: (416) 324-1825 and to Desjardins-Laurentian Life Group Inc. 1, Complexe Desjardins Tour Sud, 21st Floor Montreal (Quebec) H5B 1E2 Attention: Mtre. Pierre Rousseau, Vice President Corporate Affairs and Assistant General Secretary Telephone Number: (514) 285-3064 Telecopy Number: (514) 285-1765 with copies to: Desjardins Laurentian Financial Corporation 1, Complexe Desjardins, 40th Floor P.O. Box 10500, Desjardins Station Montreal, Quebec H5B 1J1 Canada Attention: Mtre. Lise Bernier Telephone Number: (514) 281-7081 Telecopy Number: (514) 281-7110 and to Arnold & Porter 399 Park Avenue New York, New York 10022-4690 Attention: John A. Willett, Esquire Telephone Number: (212) 715-1000 Telecopy Number: (212) 715-1399 or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of changes of address shall only be effective upon receipt. 8.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be wholly performed in such State. 8.7 Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. 8.8 Effect of Section Headings. The section headings herein are for convenience only and shall not affect the construction hereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. AMERICAN ANNUITY GROUP, INC. By /s/ Jeffrey S. Tate Title: Senior Vice President THE IMPERIAL LIFE ASSURANCE COMPANY OF CANADA By /s/ Humberto Santos Title: Authorized Representative By /s/ Guy Rivard Title: Authorized Representative DESJARDINS-LAURENTIAN LIFE GROUP INC. By /s/ Humberto Santos Title: Authorized Representative By /s/ Guy Rivard Title: Authorized Representative -----END PRIVACY-ENHANCED MESSAGE-----