UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. ____)
Insurance Management Solutions Group, Inc.
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(Name of Subject Company (issuer))
Insurance Management Solutions Group, Inc. (Issuer)
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(Names of Filing Persons (identifying status as offeror,
issuer or other person))
Common Stock, $.01 par value per share
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(Title of Class of Securities)
458045101
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(CUSIP Number of Class of Securities)
David M. Howard
Chairman, President and Chief Executive Officer
Insurance Management Solutions Group, Inc.
360 Central Avenue
St. Petersburg, Florida 33701
(727) 803-2040
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(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of filing persons)
Copy to:
Todd B. Pfister, Esq.
Foley & Lardner
One IBM Plaza
330 N. Wabash Avenue, Suite 3300
Chicago, Illinois 60611-3608
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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*Set forth the amount on which the filing fee is calculated and state how it was
determined.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:______________________________
Form or Registration No.:____________________________
Filing Party:________________________________________
Date Filed:__________________________________________
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] 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.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
The Issuer's Quarterly Report on Form 10-Q for the three months ended June
30, 2002, as filed with the Securities and Exchange Commission on
August 19, 2002, sets forth certain disclosures regarding an intended
self-tender offer and is incorporated herein by reference.
In addition, on August 19, 2002, the Issuer issued the following
press release:
INSURANCE MANAGEMENT SOLUTIONS GROUP INC (INMG.OB) Reports Intent to Enter Into
Self-Tender Offer and Go Private.
ST. PETERSBURG, Fla.-- August 19, 2002--Insurance Management
Solutions Group, Inc. (OTC: INMB.OB) (the "Company"), a provider of business
process outsourcing solutions serving insurance companies and financial
institutions, announced in a public filing made with the Securities and
Exchange Commission late last week that it intends to commence shortly a cash
tender offer for all presently outstanding publicly-held shares of its common
stock, $0.01 per share ("Common Stock"), at a price of $3.08 per share, net to
the seller in cash. The offer will be conditioned upon at least a majority of
the shares of Common Stock not held by the BIG Group (as hereinafter defined)
being tendered and other closing conditions typical for this type
of transaction.
The offer is to be made as part of an Agreement and Plan of
Merger, dated August 15, 2002 (the "BIG Agreement"), by and among the Company,
Bankers Insurance Group, Inc. ("BIG"), Bankers Insurance Company ("BIC"),
Bankers Security Insurance Company ("BSIC") and Bankers Management Corporation
("Acquisition Corp."). BIC and BSIC are wholly-owned subsidiaries of BIG.
Acquisition Corp. is a Florida corporation wholly owned by BIC and BSIC and
formed solely for purposes of consummating the Merger (as hereinafter defined).
As of the date hereof, the members or the BIG Group collectively own
approximately 68.0% of the outstanding shares of Common Stock. Pursuant to the
BIG Agreement, each member of the BIG Group has agreed not to tender the shares
of Common Stock owned by it in the tender offer to be made by the Company. Also
pursuant to the BIG Agreement, the Company will loan BIG up to $7.0 million
under a revolving line of credit, secured by the insurance flood book owned by a
subsidiary of BIG. As of the date hereof, the principal amount outstanding under
the line of credit is $6.1 million. All amounts due under the line of credit
will be due July 31, 2003; interest is payable monthly on amounts outstanding
thereunder at an annual rate equal to 10.75%. The loan proceeds are to be used
by BIG exclusively (i) to pay off a $5,000,000 loan and other indebtedness
outstanding from BIG to AMS Staff Leasing and (ii) for other working capital
needs of BIG, as determined from time to time by BIG.
Pursuant to the BIG Agreement, if the tender offer is
consummated, Acquisition Corp. will be merged with and into the Company (the
"Merger"). When the Merger is consummated, any shares of Common Stock not
tendered in the tender offer would be cashed out at the same $3.08 per share
price as offered in the tender offer, subject to any appraisal rights
shareholders may have under Florida law.
The Company has 12,276,063 shares of Common Stock outstanding.
The members of the BIG Group currently own 8,349,884 shares of Common Stock,
representing approximately 68.0% of the outstanding shares of Common Stock. The
funding of the transaction is expected to come from cash currently held by the
Company.
A Special Committee comprised of independent directors
reviewed and recommended approval of the tender offer by the full Board of
Directors, which approved the BIG Agreement, the tender offer and the Merger.
The Special Committee's recommendation and the Board's approval are based on a
number of factors, including the opinion of Houlihan Lokey Howard & Zukin
Financial Advisors, Inc., the financial advisor to the Special Committee, that
the $3.08 per share consideration is fair from a financial point of view to the
Company's shareholders (other than the members of the BIG Group).
2
THE TENDER OFFER WILL COMMENCE SHORTLY AND WILL BE MADE ONLY
BY AN OFFER TO PURCHASE AND OTHER OFFERING DOCUMENTS, COPIES OF WHICH WILL BE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAILED TO COMPANY
SHAREHOLDERS. INVESTORS AND SHAREHOLDERS ARE STRONGLY ADVISED TO READ THE TENDER
OFFER STATEMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THESE
STATEMENTS (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED BY THE COMPANY AT THE
SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. THE TENDER OFFER STATEMENT AND RELATED
MATERIALS MAY BE OBTAINED FOR FREE BY DIRECTING SUCH REQUESTS TO THE INFORMATION
AGENT TO BE DESIGNATED FOR THE TENDER OFFER.
Insurance Management Solutions Group, Inc.
(http:\\www.outsourceimsg.com), including its subsidiaries, is a provider of
business process outsourcing solutions serving insurance companies and financial
institutions nationwide. The Company offers an array of policy and claims
administration services as well as financial and statistical reporting,
information technology support services and training and marketing support.
# # #
Certain statements contained in this press release, including
statements regarding the proposed tender offer and merger described herein, and
the other statements contained herein regarding matters that are not historical
facts, are "forward-looking" statements (as such term is defined in the Private
Securities Litigation Reform Act of 1995). Words such as "expects," "intends,"
variations of these words and similar expressions are intended to identify
forward-looking statements. Because such statements are subject to risks and
uncertainties, actual results may differ materially from those expressed or
implied by such forward-looking statements. Factors that could cause actual
results to differ materially from those expressed or implied by such
forward-looking statements include, but are not limited to, uncertainties
regarding economic conditions and the market as those affect both the Company
and BIG, other uncertainties regarding BIG (including its subsidiaries), its
business and financial condition, and those risks and uncertainties discussed in
filings made from time to time by the Company with the Securities Exchange
Commission.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell shares of the Company. At the time the tender
offer is commenced, the Company will file a Tender Offer Statement on Schedule
TO with the Securities and Exchange Commission. The Tender Offer Statement
(including an offer to purchase, a related letter of transmittal and other offer
documents) will contain important information that should be read carefully
before any decision is made with respect to the offer.
The offer to purchase, the related letter of transmittal and
certain other documents will be sent to all shareholders of the Company, at no
expense to them. The Tender Offer statement (including the offer to purchase,
the related letter of transmittal and all other offer documents filed with the
SEC) will also be available at no charge at the Securities and Exchange
Commission's website at http://www.sec.gov.