-----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, QCOIPtBD4s1s6sGsmT2n1dKnzTGWxi/iLYqsdAwvw8daA/qUp3WggZvImCnOae9T BtAyMMzO3ggQxIeONnjOQw== 0000050982-96-000004.txt : 19960606 0000050982-96-000004.hdr.sgml : 19960606 ACCESSION NUMBER: 0000050982-96-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960329 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19960411 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERCONTINENTAL LIFE CORP CENTRAL INDEX KEY: 0000050982 STANDARD INDUSTRIAL CLASSIFICATION: 6311 IRS NUMBER: 221890938 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07288 FILM NUMBER: 96546160 BUSINESS ADDRESS: STREET 1: THE AUSTIN CENTRE STREET 2: 701 BRAZOS 12TH FL CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 5124045050 MAIL ADDRESS: STREET 1: 701 BRAZOS STE 1400 STREET 2: ATTN KELLYE S SEEKATZ CITY: AUSTIN STATE: TX ZIP: 78701 FORMER COMPANY: FORMER CONFORMED NAME: INTERCONTINENTAL FINANCIAL CORP DATE OF NAME CHANGE: 19781019 FORMER COMPANY: FORMER CONFORMED NAME: INTERCONTINENTAL LIFE CO DATE OF NAME CHANGE: 19600201 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 1996 INTERCONTINENTAL LIFE CORPORATION (Exact name of registrant as specified in its charter) New Jersey 0-7288 22-1890938 (State or other (Commission (I.R.S. Employer File Number) Identification jurisdiction No.) of incorporation) 701 Brazos, Suite 1400, Austin, Texas 78701 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (512) 404-5050 (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets The Registrant's wholly-owned subsidiary, Investors Life Insurance Company of North America, sold on March 29, 1996 the Austin Centre, an office-hotel complex in downtown Austin, to Brazos Austin Centre, Ltd. for a purchase price of $62.675 million, less $1 million paid to a capital reserve account for the purchaser. The purchaser is a limited partnership in which the Khimji family of Dallas, Texas and Vancouver, Canada is the major equity investor. To the Registrant's knowledge, there are no material relationships between the purchaser or any of its affiliates and the Registrant, any of the Registrant's affiliates, any director or officer of the Registrant, or any associate of any such director or officer. The sale of Austin Centre resulted in an after-tax gain of approximately $15 million ($2.78 per share) that will be included in the Registrant's 1996 first quarter earnings. The net proceeds equal to that gain are being used to reduce the Registrant's bank indebtedness from $44,944,000 to $29,944,000. Austin Centre covers a full city block and is a sixteen story mixed use development consisting of 343,664 square feet of office/retail space (predominately office space), a 314 room hotel and 61 luxury apartments, all united by a 200 foot high glass atrium. Item 7. Financial Statements and Exhibits (c) Exhibits Exhibits filed with this report or incorporated herein by reference are as listed in the Index to Exhibits on page 4 of this report. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INTERCONTINENTAL LIFE CORPORATION By:/s/ James M. Grace James M. Grace Vice President and Treasurer Date: April 10, 1996 Exhibit Index Exhibit Page Number Number Description 10(aaz) Agreement of Sale dated as of September 5, 1995 between Omni Congress Joint venture as Buyer and Investors Life Insurance Company of North America as Seller, with exhibits, amendments and assignment.* 10(aba) 5 Assignment and Assumption of Agreement of Sale (the Agreement of Sale filed as Exhibit 10(aaz) and incorporated by reference in this report) dated March 29, 1996 among Omni Congress Joint Venture, Property Assets Management, Inc. and Brazos Austin Centre, Ltd., and consented to by Investors Life Insurance Company of North America. 10(abb) 8 Seventh Amendment to Agreement of Sale (the Agreement of Sale filed as Exhibit 10(aaz) and incorporated by reference in this report) dated March 29, 1996 between Brazos Austin Centre, Ltd. and Investors Life Insurance Company of North America. *Filed with Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, and incorporated herein by reference. EX-10 2 Exhibit 10(aba) ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF SALE THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF SALE (the "Assignment") is made effective as March 29, 1996, by and between PROPERTY ASSET MANAGEMENT, INC., a Delaware corporation ("PAMI"), whose mailing address is 3 World Financial Center, New York, New York 10285, and OMNI CONGRESS JOINT VENTURE, a Texas joint venture ("Omni"), whose mailing address is 823 Congress Avenue, Suite 1111, Austin, Texas 78701 (PAMI and Omni are hereinafter collectively referred to as ("Assignor") and BRAZOS AUSTIN CENTER, LTD., a Texas limited partnership ("Assignee"), whose mailing address is 545 E. John Carpenter Freeway, Suite 1400, Irving, Texas 75062. WHEREAS, Omni has entered into that Agreement of Sale dated September 5, 1995, between Investors Life Insurance Company of North America ("Investors"), as Seller, and Omni, as Buyer, as amended by the First Amendment to Agreement of Sale dated September 27, 1995, the Second Amendment to Agreement of Sale dated October 11, 1995, the Third Amendment to Agreement of Sale dated November 7, 1995, the Fourth Amendment to Agreement of Sale dated December 1, 1995, the Fifth Amendment to Agreement of Sale dated January 19, 1996, and Sixth Amendment to Agreement of Sale dated February 23, 1996, (said Agreement of Sale along with the First, Second, Third, Fourth, Fifth and Sixth Amendments to Agreement of Sale being collectively referred to as the "Agreement") relating to the sale by Investors to Omni of the real estate in Austin, Texas known as the Austin Centre and more particularly described on Exhibit "A" attached hereto and made a part hereof for all purposes (the "Property"); and WHEREAS, Omni assigned the Agreement to PAMI by Assignment and Assumption of Agreement of Sale dated January 19, 1996, but PAMI did not assume the obligations of Omni under the Agreement and Omni retained certain rights to close the sale of the Property under the Agreement; and WHEREAS, Omni and PAMI now desire to transfer and assign all of their right, title and interest in and to the Agreement to Assignee. NOW, THEREFORE, in consideration of the foregoing and the agreements and covenants herein set forth, together with the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Assignor, Assignor does hereby ASSIGN, TRANSFER, SET OVER and DELIVER unto Assignee all of Assignor's right, title and interest in and to the Agreement and all of the rights, benefits and privileges of Assignor thereunder. TO HAVE AND TO HOLD all and singular the Agreement unto Assignee, and Assignee's successors and assigns forever. 1. Words and phrases defined in the Agreement shall have the same meaning herein. 2. Assignee hereby accepts assignment of the Agreement and hereby assumes and agrees to perform all of the duties or obligations to be performed or discharged by the Buyer under the Agreement, including all of the duties and obligations of Buyer under the Agreement arising from and after the Closing. 3. Each party shall sign and give such notices and consents as shall be necessary to confirm the provisions of this Assignment to any other Persons having rights or obligations under the Agreement as the other may request from time to time, and each party shall execute and deliver to the other such further instruments, documents and agreements as the other may reasonably require to make this Assignment effective. 4. All of the covenants, terms and conditions set forth herein shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 5. This Assignment may only be modified, altered, amended, or terminated by the written agreement of Assignor and Assignee. 6. Any notice, request, demand, statement or consent made hereunder or in connection herewith to any party shall be in writing and shall be sent to the addresses and in the manner specified in the Agreement or in this Assignment. 7. If any term, covenant or condition of this Assignment shall be held to be invalid, illegal or unenforceable in any respect, this Assignment shall be construed without such provision. 8. This Assignment shall be governed by and construed under the laws of the State of Texas without regard to principles of conflicts of law. 9. This Agreement may be executed in counterparts, which when taken together shall be deemed to be an original. 10. Each party hereto acknowledges and agrees that all parties hereto may rely upon execution of this Assignment by facsimile copy. EXECUTED this 29th day of March, 1996 to be effective as of March 29, 1996. ASSIGNOR: OMNI CONGRESS JOINT VENTURE, a Texas joint venture By:/s/ Tom Stacy Tom Stacy,Managing Venturer PROPERTY ASSET MANAGEMENT, INC. a Delaware corporation By:/s/ Edward J. Meylor Edward J. Meylor (printed name) Its:Vice President ASSIGNEE: BRAZOS AUSTIN CENTRE, LTD. a Texas limited partnership By: LS-Austin Centre, L.C., a Texas limited liability company, its General Partner By:/s/ Mahmood Khimji Mahmood Khimji (printed name) Its: President CONSENT OF SELLER Investors Life Insurance Company of North America hereby consents to the foregoing Assignment of the Agreement from Assignor to Assignee. By its consent, Investors Life Insurance Company of North America agrees to accept tender of performance by Assignee of any obligations of Assignor as Buyer under the Agreement, including without imitation, the closing of the purchase of the Property. INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA, a Washington corporation By:/s/ James M. Grace James M. Grace, Executive Vice President EX-10 3 Exhibit 10(abb) Seventh Amendment to Agreement of Sale This Seventh Amendment to Agreement of Sale ("Fifth Amendment") is entered into as follows: WHEREAS, Investors Life Insurance Company of North America ("Seller") and Omni Congress Joint Venture ("Buyer") entered into an Agreement of Sale (the "Agreement") having an effective date of September 5, 1995, wherein Seller agreed to sell and Buyer agreed to purchase the real property described on Exhibit "A" attached hereto and made a part hereof for all purposes (the "Property"); and WHEREAS, Seller and Buyer have previously amended the Agreement by letter agreement ("First Amendment") dated September 27, 1995; and WHEREAS, Seller and Buyer have previously amended the Agreement by letter agreement ("Second Amendment") dated October 11, 1995; and WHEREAS, Seller and Buyer have previously amended the Agreement by an amendment ("Third Amendment") dated November 7, 1995; and WHEREAS, Seller and Buyer have previously amended the Agreement by an amendment ("Fourth Amendment") dated December 1, 1995; and WHEREAS, Seller and Buyer have previously amended the Agreement by an amendment ("Fifth Amendment") dated January 19, 1996; and WHEREAS, Seller and Buyer have previously amended the Agreement by an amendment ("Sixth Amendment") dated February 23, 1996; and WHEREAS, Seller and Buyer have agreed to further amend certain terms and conditions of the Agreement as more specifically set forth herein; NOW, THEREFORE, for a good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer do hereby agree to further amend the Agreement as follows: 1. The following sentence shall be inserted between the existing first sentence and the existing second sentence of Section 21 of the agreement: Notwithstanding the foregoing, the Physical Conditions Exception does not cover liabilities or claims asserted by third parties arising prior to Closing relative to the physical condition of the Land, Improvements or Tangible Personal Property. 2. This Seventh Amendment may be executed in multiple counterparts which, when combined together, shall constitute an original of this Seventh Amendment. In addition, facsimile signatures of the parties shall be effective on all counterparts of this Seventh Amendment. 3. All terms and conditions of the Agreement not specifically amended hereby are hereby ratified, confirmed, and shall continue in full force and effect. Executed on this the 29th day of March, 1996. Seller: INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA By:/s/ James M. Grace James M. Grace, Executive Vice President Buyer: BRAZOS AUSTIN CENTRE, LTD., a Texas limited partnership By: LS-Austin Centre, L.C., a Texas limited liability company, its General Partner By:/s/ Mahmood Khimji Mahmood Khimji (printed name) Its: President -----END PRIVACY-ENHANCED MESSAGE-----