Another blank check company, North American Insurance Leaders, Inc., has filed an S-1. The deal is being underwritten by CRT Capital Group LLC. The company is going to focus its acquisition efforts on acquiring an operating company in the insurance industry.
North American Insurance Leaders, Inc. – STILL IN REGISTRATION
Number of units being offered: 18,750,000
Proposed price per unit: $8.00
Terms of deal: One share of common stock and a warrant to purchase one share of common stock at $6.00 per share.
Underwriters: CRT Capital Group LLC
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 23,437,500
Shares to be held by public shareholders: 18,750,000
Shares held by insiders: 4,687,500
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $150,000,000
Net proceeds to be held in escrow: $136,900,000
Escrowed proceeds per share applicable to future public shareholders: $7.30
Date of IPO: N/A
Date of original filing: August 26, 2005
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 4,687,500 shares purchased at $.005333 per share. Total proceeds: $25,000.
Restrictions on insider shares: The shares will remain in escrow until the earlier of three years, the liquidation of the company, or the consummation of an acquisition.
Other insider requirements: The directors have agreed to purchase up to 833,333 warrants at a price not to exceed $1.20 per warrant within 90 days from the date that the warrants begin trading independently of the units.
Description of business: We are a blank check company organized under the laws of the State of Delaware on August 8, 2005. We were formed for the purpose of effecting a business combination with one or more insurance-related businesses.
Biographical information for significant officers: Scott A. Levine (56) has served as the Chairman of the Board since our inception. Since January 2005, Mr. Levine has served as a senior advisor to Ampton, a private advisory and investment firm. Before joining Ampton, Mr. Levine served as a managing director and the chief operating officer of Integrated Finance Limited, a financial advisory firm, from January 2003 to January 2005. Prior to joining Integrated Finance, he served as chief operating officer at Violy, Byorum & Partners, an investment banking firm, from December 2001 to January 2003, and as a senior vice president at American International Group (AIG) from April 2001 to December 2001. From March 1996 to April 2001, Mr. Levine was the chief executive officer of Zurich Centre Group. Mr. Levine also spent 14 years, from 1982 to 1996, at J.P. Morgan, where he served in numerous capacities, including head of the financial analysis department, the mergers and acquisitions group and the strategic planning group. He worked as a tax lawyer at Davis Polk & Wardwell from 1974 to 1982. Mr. Levine has previously served as director on the boards of Zurich Centre Group, Exel Insurance Company, Centre Reinsurance Company and SCUUL Insurance Company.
Mr. Levine received his LL.M. (Master of Laws) in Taxation from the New York University Law School, a J.D. from the University of Chicago Law School and a B.A. from Harvard College.
William R. de Jonge (48) has served as our President since our inception. Mr. de Jonge currently is and has been a managing director of Ampton since February 2004 and managing director and the managing member of de Jonge LLC since December 2001. Mr. de Jonge was a managing director of CRT Capital Group LLC, our underwriter, from January 2002 to January 2004. Mr. de Jonge worked at J.P. Morgan or its affiliates from 1982 to December 2001, where he held several positions, including, most recently, managing director in that firm's mergers and acquisitions department.
Mr. de Jonge holds an M.B.A. from the Yale School of Management and graduated cum laude from Wesleyan University with a B.A.
Paula S. Butler (55) has served as our Executive Vice President since our inception. Since October 2000, Ms. Butler has been a private investor based in Boston. From March to October 2000, she was the chief financial officer of Simplayer Ltd., a technology company listed on the Nasdaq. From 1991 to 1997, Ms. Butler worked at J.P. Morgan as a vice president of investment banking, covering insurance companies. Ms. Butler served as president of Centre Reinsurance Company Limited in New York and as vice president and head of marketing for Centre Reinsurance Company in Bermuda from January 1988 to December 1989. Ms. Butler started her career at Chemical Bank in 1972, where she was ended her tenure as a vice president and head of the insurance group in 1987.
Ms. Butler attended the New York University Graduate School of Business Administration and graduated with a B.A. from Manhattanville College. Francis E.
(Hank) Lauricella, Jr. (51) has served as our Executive Vice President since our inception. Since January 2003, Mr. Lauricella has served as the managing director of FL Advisors, LLC, an advisory firm to financial services companies. From June 1998 to December 2002, he was a managing director of Cochran, Caronia & Co., an investment banking firm focused on the insurance industry. Mr. Lauricella joined J.P. Morgan in 1984 and held a variety of positions at that firm through 1998, most recently as a vice president in the financial institutions group. From 1987 to 1991, he was a senior life insurance industry analyst at J.P. Morgan. Currently, Mr. Lauricella is a director of Arrowhead General Insurance Agency, a California-based general agency and insurance program manager, and its affiliate, Cypress Point-Arrowhead General Insurance Agency, Inc., a general agency focused on California workers' compensation insurance, and is a registered representative of Consor Advisors LLC.
Mr. Lauricella received his M.B.A. from Yale School of Management, his M.A. from Stanford University and his B.A., cum laude, from Harvard College. He is also a chartered financial analyst.
SEC filings: sec.gov |
