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Jacobs Financial Gr. Inc. (fka JFGI) RSS Feed

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Jacobs & Company 300 Summers Street Suite 970 Charleston, WV 25301 Telephone: (304) 342-3535 Fax: (304) 342-9726 http://jacobsandcompany.com/ E-Mail: info@jacobsandcompany.com Mutual Fund Telephone: (877) 560-6823 John M. Jacobs: President and Principal Portfolio Manager Robert J. Kenney: Vice President and Assistant Portfolio Manager Acquisition 8-K filed 12-6-07... SECTION 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On December 3, 2007, the Registrant entered into an agreement (the "December 3 Agreement") with National Indemnity Company ("National Indemnity") to purchase all of the outstanding shares of Unione Italiana Insurance Company of America ("Unione") for a purchase price of $2.75 million plus the surplus of Unione on the date of closing (the "Acquisition"). [b]Unione is a New York corporation with insurance licenses in 26 states. Except for the December 3 Agreement, Registrant has no contractual or other relationship with National Indemnity or Unione. Prior to closing, Unione will seek to obtain a Certificate of Authority from the Commonwealth of Kentucky and a listing as an Authorized Surety on Federal Bonds, and National Indemnity will enter into a reinsurance agreement with Unione under which National Indemnity will reinsure all liabilities of Unione under contracts of insurance and reinsurance arising prior to closing. Among other conditions, closing is subject to applicable regulatory approvals, including approval by the New York Superintendent of Insurance. Either party may terminate the December 3 Agreement if closing does not take place on or prior to June 30, 2008. The parties contemplate entering into a definitive stock purchase agreement with respect to the Acquisition that will supersede their December 3 Agreement. A copy of the December 3 Agreement is included in this Current Report on Form 8-K as Exhibit 10.1. The foregoing summary of the December 3 Agreement is qualified in all respects by the copy of the December 3 Agreement attached hereto, which is incorporated herein by reference. http://www.nationalindemnity.com/ Acquisition 8-K filed 12-18-07... SECTION 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On December 14, 2007, the Registrant entered into an agreement (the "December 14 Agreement") with Reclamation Surety Holding Company, Inc. ("RSH") to acquire by merger (the "Merger") all of the business and assets of RSH, including the stock of RSH's subsidiaries, Cumberland Surety, Inc. ("Cumberland") and NewBridge Services, Inc. ("NewBridge"), for a purchase price of $3,400,000, less certain indebtedness of RSH (the "Merger Consideration"). The Merger Consideration is payable in stock of the Registrant or, at the election of certain non-employee shareholders, cash. Currently, NewBridge performs certain surety underwriting services for a subsidiary of Registrant, First Surety Corporation. Among other conditions, closing is subject to, and will take place following, the closing by the Registrant of an equity financing. Either party may terminate the December 14 Agreement if closing does not take place on or prior to June 30, 2008. The parties contemplate entering into a definitive agreement with respect to the Merger that will supersede their December 14 Agreement. Upon the execution of the definitive agreement, the Registrant has agreed to make a nonrefundable deposit of $50,000 for the benefit of the RSH shareholders, which amount will be applied toward the Merger Consideration at closing. http://www.cumberlandsurety.com/ link to all filings: http://pinksheets.com/pink/quote/quote.jsp?symbol=jfgi#getFilings Common shares outstanding per 10-Q's... State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 157,122,836 common shares as of October 12, 2007. 156,997,837 common shares as of April 2, 2007. 156,897,836 common shares as of January 5, 2007. 156,437,837 common shares as of October 13, 2006.
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