GRAND CAYMAN, Cayman Islands, Dec. 10 /PRNewswire/ -- Chandler Insurance
Company, Ltd., (Nasdaq: CHANF), the parent of subsidiary companies based in
Oklahoma, today announced that on December 9, 1999 it acquired 517,500 shares
of its own stock in exchange for payment of $5,099,133 (or $9.85 per share) to
CenTra, Inc. The purchase partially implements orders entered by Nebraska and
Oklahoma Federal Courts which provide for Chandler to repurchase all Chandler
shares owned or controlled by CenTra, Inc. and certain of its affiliates
(CenTra). CenTra's shares represent approximately 45.1% of Chandler's
6,941,708 shares outstanding before the acquisition of these 517,500 shares.
When the shares are formally transferred, they will be cancelled. Based on an
April 22, 1997 judgment by the Oklahoma Federal Court, Chandler previously
recorded the return of the 517,500 shares as a decrease to shareholders'
equity during the first quarter of 1997.
The Nebraska Federal Court (Nebraska Court) adopted a proposal made by a
Chandler subsidiary, National American Insurance Company (NAICO) and ordered
CenTra and its affiliates to divest all shares they own or control under a
plan proposed by NAICO providing for the repurchase of the shares by Chandler
at CenTra's original purchase price for specifically identified blocks of
shares. In addition to the 517,500 shares repurchased on December 9, 1999,
there are three additional blocks of Chandler shares that comprise the shares
to be reacquired. The Nebraska Court entered an order on December 8, 1999
determining the price for two of these blocks of shares and ordering CenTra to
deliver the shares to Chandler upon payment of $9,928,312 by Chandler for
1,441,700 shares ($6.89 per share) and $177,313 for 30,000 shares
($5.91 per share). Chandler intends to comply with the order by
December 18, 1999 as required by the Nebraska Court. All repurchased shares
will be cancelled upon actual transfer to Chandler. The repurchase of these
two blocks of shares will reduce shareholders' equity by approximately
$10.1 million, and will reduce the number of outstanding shares of Chandler by
1,471,700 shares. CenTra may appeal the Nebraska Court's order.
A third share block owned by CenTra and affiliates consisting of
1,142,625 shares will be divested following a ruling on an appeal of a
judgment entered by an Oklahoma Federal Court in April 1997. That judgment
requires CenTra to transfer the shares to Chandler in exchange for payment of
$6,882,500. Following the conclusion of the appeal, the Nebraska Court will
determine the method of divestiture of these shares.
Full implementation of NAICO's divestiture plan will result in the
repurchase and cancellation of 3,131,825 shares and will reduce the total
number of shares outstanding from 6,941,708 before the first repurchase to
3,809,883 following completion of all phases of the plan.
"This share acquisition was proposed by NAICO with the full support of
Chandler. We look forward to the full implementation of NAICO's plan," said
Brent LaGere, Chairman of the Board and Chief Executive Officer of Chandler.
Cautionary Statement
Some of the statements made in this News Release, as well as statements
made by the Company in periodic press releases, oral statements made by the
Company's officials to analysts and shareholders in the course of
presentations about the Company and conference calls following earnings
releases, constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
such as subsequent court rulings or other developments in the ongoing
litigation described above.
For further information on Chandler Insurance toll-free via fax,
dial 1-800-PRO-INFO, follow the voice menu prompts and enter the company code
032 on any touch tone phone or visit the Chandler page on FRB's web site at
http://www.frbinc.com .
SOURCE Chandler Insurance Company, Ltd.
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Related links: www.frbinc.com
CONTACT: Steve Butler, V.P., Administration of Chandler-Cayman, 345-949-8177, Mark Paden, Exec. V.P. & CFO of Chandler-USA, 405-258-4228; General, Mike Arneth, 312-640-6734, or marneth@frb.bsmg.com, or Investors- Media, Paul Scheeler, 312-640-6742, or pscheele@frb.bsmg.com, both of The Financial Relations Board
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