Fortis Buys ABIG

Fortis, the international insurance, banking and investment group, and American Bankers Insurance Group, Inc., one of the two leading U.S. credit-related insurers, announced yesterday that they have entered into a definitive agreement for Fortis to acquire 100 percent of the outstanding common and preferred shares of American Bankers Insurance Group, Inc. . For each share of American Bankers Insurance Group common stock, Fortis will pay USD 55 in cash, representing a 19 percent premium to the closing price of common stock on March 5, 1999, and for each share of preferred stock, Fortis will pay USD 109.857 in cash, valuing ABI at USD 2.6 billion. Fortis will also assume USD 194 million of outstanding debt of ABI. The transaction is expected to be immediately accretive to Fortis’ earnings per share on an unleveraged basis and will enhance its overall earnings growth rate.

The transaction will create a leading specialty insurer in the US by combining ABI with American Security Group (“ASG”), Fortis’ credit insurance subsidiary based in Atlanta. Similar to ASG, ABI specializes in providing credit-related insurance products in the US and Canada. ABI is also active in Latin America, the Caribbean and the United Kingdom. The combined company will have annual gross premium earned of USD 3.6 billion.

The acquisition of ABI adds complementary products and distribution channels, particularly through the credit operations of major retailers and consumer-oriented financial institutions. Increased earnings stability in these businesses will be achieved from diversity of channels, products and customers. Furthermore, significant synergies will result from the integration of both organizations’ operating and corporate structures and cross selling over their combined distribution network.

Allen Freedman, chief executive officer of Fortis, Inc., Fortis’ U.S. holding company, said, “The combination of American Bankers Insurance Group and American Security Group strengthens our leadership position in a well-defined, attractive specialty market that both companies know well and in which we have separately made major strides. Our businesses are highly complementary, have similar business processes and share a common, customer-centered focus.

“The combination will allow us to increase the number of channels through which we market our credit insurance products. It will broaden product lines, enhance cross-selling opportunities and promote the application of database marketing capabilities to a broader range of customers and array of channels. In Europe and Asia, Fortis will be able to open new growth opportunities for the combined company. For these reasons, this is a winning transaction for both organizations, and we look forward to working closely together to serve our customers in the U.S. and abroad,” Freedman said.

Henjo Hielkema, vice chairman of Fortis’ Executive Committee and chairman of Fortis’ Insurance Group, said, “This transaction will double the size of Fortis’ insurance operations in the United States and significantly enhance the scope of our insurance operations worldwide. It is also consistent with Fortis’ strategy to concentrate on a limited number of highly profitable and growing specialty businesses in the United States. Not only is the transaction immediately accretive to earnings per share, but we expect it will generate more than USD 100 million of pre-tax annual synergies from operating efficiencies and scale economies within three to five years.”

Gerald N. Gaston, president and chief executive officer of American Bankers Insurance Group, said, “The combination will benefit American Bankers Insurance Group through the global scale, depth of resources and new growth opportunities from our combined operations. This transaction is a positive outcome for our employees, customers and shareholders. We look forward to concluding it as quickly as possible and joining with Fortis to better meet our customers’ needs.”

Mr. Freedman will continue as chairman of Fortis’ US operations. The combined business will report to Edward J. O’Hare, executive vice president of Fortis, Inc. and former chairman of ASG. Mr. O’Hare will become president and chief executive officer of the combined entity and remain a member of the Fortis, Inc. Executive Committee. Mr. Gaston will work with Mr. Freedman and other senior Fortis, Inc. executives through the transition, after which he will retire. Mr. Gaston will, however, continue on a consulting basis with Fortis, Inc.

The transaction has been approved by the Boards of Directors of both companies, and is subject to customary closing conditions, including regulatory approvals, as well as the approval of ABI’s shareholders. The transaction is not subject to financing. Fortis has sufficient resources to complete the transaction, and expects to refinance it with a combination of internally generated funds and capital raised in the international financial markets. Closing of the transaction is expected to take place in the third quarter of 1999.

Certain officers and directors of ABI holding approximately 7.5 percent of the outstanding common stock have agreed to vote in favor of the merger. Furthermore, the Merger Agreement provides under certain circumstances for Fortis to receive up to USD 100 million, pursuant to a breakup fee and an option to purchase 19.9 percent of ABI common stock.

Fortis has been advised by Donaldson, Lufkin & Jenrette and Warburg Dillon Read. American Bankers Insurance Group has been advised by Salomon Smith Barney.

BACKGROUND INFORMATION

Profile of Fortis

Overview

Fortis is an international group operating in the fields of insurance, banking and investment. In its home market, the Benelux, Fortis is one of the largest financial services providers, offering a broad range of financial services through various distribution channels. In other countries of Europe, the United States and Asia, Fortis focuses on specialist market sectors. At year-end 1997 Fortis had assets in excess of EUR 298 billion (USD 328 billion) and total revenue for the year amounted to EUR 33 billion (USD 37) billion).

Investment in Fortis is possible through the shares of Fortis (B) in Belgium and Fortis (NL) in the Netherlands. Fortis (B) is listed on the stock exchanges of Brussels, London and Luxembourg. Fortis (NL) is listed in Amsterdam, London and Luxembourg and has a sponsored ADR program in the United States. On March 5, 1999 the combined market capitalization was EUR 38.9 billion (USD 42.2 billion), ranking Fortis as one of Europe’s ten largest financial institutions.

Insurance

Fortis offers a comprehensive range of life and non-life insurance products in Belgium and The Netherlands. The Fortis group’s Belgian insurance companies are the leading group of insurance companies in Belgium based on 1997 gross premiums written. Fortis also offers a range of life and non-life products in the United States with an emphasis on specialty niche areas. In addition, Fortis offers life and non-life products in a number of other countries around the world, including Spain, the United Kingdom, Luxembourg, France, Australia and Singapore.

Banking

Fortis offers a wide range of retail banking, corporate banking, private banking, investment banking and investment management services in Belgium and The Netherlands.

Fortis’ Belgian banking operations consist principally of Generale Bank, Belgium’s largest bank, acquired in June 1998, and ASLK-CGER Bank, Belgium’s fifth largest bank, in each case measured in terms of total assets as of December 31, 1997.

Fortis’ banking operations in The Netherlands consist mainly of the retail banking operations of VSB Bank, the retail and corporate banking operations of Generale Bank Nederland and the specialized investment, corporate and private banking and investment management operations of MeesPierson.

Following the business combination with Generale Bank, Fortis is in the process of integrating all its banking activities into one banking group, Fortis Bank, which will be organized around five business lines: individuals, self-employed and small enterprises; medium-sized and large enterprises and public sector; private banking; asset management; and investment banking and financial markets.

Investment management

Within its banking group’s asset management line of business, Fortis manages most of the investments and funds of its insurance and banking operations and offers a wide range of investment management services to third parties in Belgium, The Netherlands, the United States and Asia.

Strategy

Since its formation in 1990, the prime objective of Fortis has been the creation of sustainable high value for Fortis shareholders. Fortis is a leading international services group, active in banking, insurance and investment management, with strong Benelux roots.

Fortis intends to seek further expansion, developing its strong Benelux platform, on a selective basis, into a European one, while also building a more significant presence , particularly in the US and Asia. In the Benelux, Fortis intends to position itself as a leading provider of integrated financial services, offering retail, corporate and institutional clients a full range of insurance, banking and investment products through a variety of distribution channels. In its other markets, Fortis intends to focus on selective customer segments, product lines and distribution channels.

Profile of Fortis, Inc.

Fortis, Inc., established in 1978, is the holding company through which Fortis provides specialty insurance and investment products to businesses, associations, financial service organizations and individuals in the United States. It owns or manages approximately USD 15 billion in assets and had revenues of more than USD 3.2 billion in 1997. Fortis’ U.S. strategy is to concentrate operations in specialized market segments with leading market positions. Such segments include variable life and annuities, specialized credit insurance, group long term disability insurance and individual and small group health insurance.

Since 1997, Fortis has invested nearly USD 1 billion in acquisitions in the US to strengthen specific market positions. It acquired ACSIA and AdultCare in the long term care market; Insureco, which provides services to financial institutions; Pierce National Life Insurance Company, one of the largest suppliers of pre-need funeral services in the US and Canada; and John Alden Financial Corporation, which through its John Alden Life Insurance Company subsidiary, is a leading provider of small group health and managed care services.

Profile of American Bankers Insurance Group

American Bankers Insurance Group concentrates on marketing affordable, specialty insurance products and services through financial institutions, retailers and other entities offering consumer financing as a regular part of their business. The company, through its insurance subsidiaries, operates in the United States, Canada, the Caribbean, Latin America and the United Kingdom.

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Seinfeld Promotes Double Points

American Express announces a new commercial featuring Jerry Seinfeld designed to promote use of the Card for everyday occasions. The new commercial will debut this week and will continue to run on network, spot and cable television programming including Entertainment Weekly on CNN, 20th Century on The History Channel, The Late Night Movie on TBS. The commercial will air in both 30-second and 60-second versions and will promote a double points promotion* at drug stores nationwide.

In the commercial, Seinfeld provides an amusing and light-hearted view on buying those everyday, unglamorous items found at the drug store.

“American Express is pleased to be part of another creative endeavor with Jerry Seinfeld,” said John Hayes, Executive Vice President of Global Advertising for American Express. “Jerry’s renowned ability to find humor in some of life’s more commonplace experiences continues to help raise awareness of the value of using American Express Cards in everyday situations.”

The commercial is the result of a creative collaboration by Jerry Seinfeld with American Express and its advertising agency, Ogilvy & Mather.

American Express Company is a diversified worldwide travel and financial services company founded in 1850. It is a leader in charge and credit cards, Travelers Cheques, travel, financial planning, investment products, insurance and international banking.

* A nationwide promotion that will give double points for spending at supermarkets and drug stores is running now through April 30th. The promotion is open to American Express Cardmembers who have Cards enrolled in the Membership Rewards(R) program, or who have the Delta SkyMiles(R) Credit Card, the American Express(R) Golf Card, the Hilton Optima(R) Card, the New York Knicks Card or the New York Rangers Card.

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Fat Versus Thin

GlobeSet Inc. unveiled a new “thin” wallet yesterday that eliminates many of the inhibitors typically associated with deploying, installing and maintaining “fat” wallets. GlobeSet is offering its new ‘ServerWallet 1.1’ through its global network of OEM partners. The GlobeSet ‘ServerWallet 1.1’ is the secure link between a shopper and a merchant Web site on the Internet and, unlike traditional fat wallets, is scalable and can be deployed to millions. The wallet uses a browser plug-in, or thin user interface, that is downloaded to an on-line shopper’s PC from the wallet’s engine. The engine resides on a server in a secured credit card issuer’s operations center. Once the thin wallet is downloaded, typically in 20-30 seconds, compared to 18-20 minutes for a fat wallet, the on-line shopper can begin buying on the Internet. ‘ServerWallet’ also simplifies the certificate registration process by automatically creating an on-line shopper’s account with a pre-loaded certificate used for authentication. The thin wallet also supports multiple languages, multi-byte character sets and has a multi-personality feature.

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ICMA Global Market Survey

The International Card Manufacturers Association (ICMA) announced the first Card Manufacturing Global Market Survey.

In response to industry demand, the ICMA survey polls card manufacturers on the number of cards manufactured and shipped, the types of cards made-mag strip or smart card- and the application and regional markets involved. ICMA Executive Director Jeffrey Barnhart says, ‘the results will offer insight into a variety of areas in the plastic card industry, including accurate production statistics, major application trends and industry growth.’

The survey was distributed in early January to card manufacturers worldwide, with responses expected to be returned no later than April 1. Once compiled by Arthur Andersen, the prominent international accounting and consulting firm, the survey results will be made available free of charge to all respondents and ICMA members. Non-members and the industry at large may purchase a copy.

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Biz Credit Online

infoUSA Inc. announced this morning it has launched a business credit service on the Internet allowing users to purchase business credit reports for just $5 at www.businesscreditUSA.com. infoUSA also introduced its printed State Business Credit Directories for all 50 states priced between $95 and $195. Each business credit report includes: the type of business, SIC Code, length of time in business, key contact names and titles, credit rating score, number of employees, estimated sales volume, phone and fax numbers, corporate linkage, web site URLs, and area companies in the same line of business. infoUSA also says for the future, each report will include a picture of the business and a video.

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Paragren Launches Data Management Division

Paragren today announced the launch of its new Data Management Division. Under the direction of Tammy Jaffer, vice president of data management solutions, the division will develop, manage and support turnkey Customer Relationship marketing (CRM) programs for paragren clients. In additional to building in-house expertise, the new division will develop strategic alliances with industry leaders to offer Paragren clients a full complement of best-of-breed CRM programs, including data capture, database creation and management, list management, campaign management and marketing services, mail processing, list management, e-commerce, telemarketing and fulfillment. Paragren’s turnkey CRM programs are based on open systems technology and are offered on both a shore- and long-term basis, allowing companies to easily migrate their programs back in-house.

Dan Lackner, chief operating officer of Paragren said. In today’s competitive environment, companies require business partners who share a common vision of providing customers the complete turnkey solutions they desire. The establishment of a data management division permits Paragren to address this growing demand for relationship marketing solutions. Paragren’s new data management offering in combination with the company’s leading-edge software and market intelligence services is the ideal solution for clients that wish to achieve the full results of effective relationship marketing but lack the internal resources to do so.’

‘Providing data management support capability for its clients is a logical progression for Paragren. In today’s marketplace companies are dealing with a multitude or operational issues. Many businesses, for example, are dealing with Year 2000 challenges and are unable to divert resources to implement marketing initiatives. Still other want to focus internal resources on their core competencies and business objectives. Implementing a customer relationship marketing system presents its own challenges, and businesses don’t necessary have the desire or relationship marketing system presents its own challenges, and businesses don’t necessarily have the desire or resource to do everything in house,’ said Jaffer. ‘We are tremendous opportunity to integrate a data management capability with existing core competencies high performance marketing software, professional services and unmatched market intelligence services to provide program management expertise and flawless execution.’

One-By-One includes One-By-One Data Discoverer, for integrating exploration, analysis and data mining. One-By-One Campaign Manager, for developing and deploying complex marketing campaigns, and One-By-One Interactive Marketer, for real-time, one-to-one marketing execution. All One-By-One applications are powered by One-By-One Application Server, a powerful engine that rapidly organizes data, regardless of its source, into a unified, logical, customer-centric framework. One-By-One is based on an open, flexible and scaleable architecture that is platform independent and enhances existing investments in data warehouse, data mining and statistical analysis technology. For more information send e-mail to info@paragren.com, or call 888-420-4213 or 703-995-1878.

About Paragren. . . .

Headquartered in Reston, Virginia, Paragren Technologies, Inc. is the leader in Enterprise Relationship Marketing, helping business discover, establish and grow profitable customer relationships. By integrating innovative software, customer and market intelligence, and real world expertise. Paragren provides an optimized relationship marketing solution. The One-By-One software suite, enhanced with professional services and unique consumer purchasing data, empowers marketers to execute complex marketing programs quickly and easily. Paragren is a purchasing data, empowers marketers to execute complex marketing programs quickly and easily. Paragren is a wholly owned subsidiary of APAC Customer Services. Additional information is available at [www.paragren.com][1].

Founded in 1973 and headquartered in Deerfield, Illinois, with corporate offices located nationally and internationally, APAC Customer Services provides clients with end-to-end solutions for one-to-one success. Today with 87 customer contact centers with more than 20,000 employees, APAC is one of the largest and most technologically advanced providers of customer acquisition and customer care services. The company’s Web site address is [www.apaccustomerservices.com][2].

[1]: http://www.paragren.com/
[2]: http://www.apaccustomerservices.com/

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Rate Sells

The offered card interest rate and other price-related features continues to be the dominant pull for new accounts according to a new study by PSI Global. Price-related features are important to 46% of all U.S. households and to half of all card-holding households. After price, rewards are the next most popular card feature. The PSI survey of 2,400 U.S. households found that 13% favor a rewards program. This group’s average annual income is $67,000 compared to $46,700 for all households. According to PSI, general purpose credit card issuers opened a total of 17 million new accounts last year. Although only 10% of households professed a need for additional credit, customers still respond to offers for cards with features that match their needs. Almost half of the new accounts were additional, and 42% were opened to replace other accounts. Seventy-one percent of APR-driven households, and 58% of high-credit limit households say that they always pay a finance charge on at least one account. Among all households, 46% consistently revolve a balance.

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Best Estimates

The FDIC has indicated that losses stemming from its takeover of CO-based BestBank and its sub-prime card portfolio will now far surpass the $172 million previously estimated. The costs are expected to go higher as the FDIC has been unsuccessful in selling off BestBank’s cards. As a result, 440,000 VISA accounts were cancelled Friday. The cancelled Best Bank accounts were directly tied to the required travel club that was offered by BestBank’s marketing agent. The FDIC says there are still 13,000 secured card accounts that remain open and active, and it continues to solicit offers for these accounts. In its efforts to unload BestBanks’ cards the FDIC sent out portfolio details to 132 interested parties and received a total of six bids. One deal was accepted and was set to close Jan 29. However, after two extensions, the FDIC decided last week to withdraw the portfolio from the marketplace, close the accounts and take the loss. BestBank was seized July 23 after it was determined it was severely undercapitalized. The failure was related to its rapid growth in opening sub-prime card accounts and subsequently in accumulating charge-offs. The bank offered a VISA card with a $600 credit line if the applicant agreed to charge $500 in dues for a related travel club. Civil lawsuits have been filed and a criminal investigation was launched in December.

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LanTran

Datacap Systems, Inc., a leading provider of integrated payment systems, announced the availability of LanTran, a payment processing system designed to easily add electronic payment acceptance to popular multi-lane electronic cash registers and POS systems.

LanTran is a completely integrated, self-contained system that includes its own local area network, a Store Manager Terminal and interface devices that also support popular register peripherals. Simple commands with the transaction amount form the cash register trigger LanTran to handle some (or all) aspects of the payment process, including card swipe, PIN entry, communications, authorization, receipt printing, batch settlement and reporting functions.

LanTran is currently interfaced to popular electronic cash registers manufactured by NCR, Sharp and Samsung. Other manufacturers’ cash registers that have been previously interfaced to Verifone’s PNC330/340 will also operate with LanTran. LanTran’s interface to various peripherals, including PIN pad, check reader, mag card reader and draft printer means cash register functionality can be expande3d without additional register development.

LanTran creates significant phone line savings for multi-line retailers by channeling all payment authorization requests through the Store Manager Terminal and a single dial phone line, ISDN interface or cellular (CDPD) connection. Additional savings are realized through consolidation and simplified end-of-day close procedures, and through simpler integrated register and LAN applications.

For more information, contact Datacap at datacap@dcap.com or visit our home page at [http://www.dcap.com][1].

The Company

Datacap Systems, Inc., has successfully designed, manufactured and marketed integrated credit/debit/check verification systems, point-of-sale registers and software for retail systems for over 15 years. Datacap’s experience with business system developers and banks/processors had guided the development of products and services that help banks obtain transactions form integrated business systems, and makes it easy for merchants to get their business systems activated and supported for payment verification. In the process, Datacap has created partnering relationships between business systems providers and banks for rapid deployment and support of integrated payment verification solutions.

Datacap’s payment verification interfaces are designed to allow virtually any system, regardless of operating systems or hardware platform, to get easy access to payment processing networks for credit, debit, check, EBT and loyalty program processing. Datacap’s products are used in retail, mail/telephone order, hospitality, quick service, lodging, petroleum, parking, auto rental, convenience, medical and government applications.

[1]: http://www.dcap.com/

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January Roar

American consumers added more than $5 billion in revolving debt during January according to preliminary figures released Friday afternoon by the Federal Reserve. Historically January is a credit contraction period, however, this year, revolving credit and total consumer credit grew at its highest annual rate in more than one year. For January 1998 revolving credit card debt grew at annual rate of 4.3% versus this year’s 12.2% annual rate. Last January revolving credit stood at $533.0 billion. Overall consumer credit is growing 13.5% annually according to the FRB. At the end of January, American consumers were $1.315 trillion in debt, exclusive of home mortgages.

REVOLVING CREDIT HISTORICAL
Jan 99 Dec 98 Nov 98 Oct98 Sep98 Aug98 Jul98 Jun98 May98 Apr98
%GRWTH: 12.2% 8.5 -2.5 12.9 7.4 10.6 -4.3 9.2 -1.4 5.4
$OWED: $565.9 560.2 556.3 557.4 551.5 548.2 543.4 545.3 541.2 541.8

Source: Federal Reserve; revised figures as of 03/05/99;
For complete historical data visit www.carddata.com.

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ORGA-India

Germany’s ORGA has won a contract for India’s first smart card-based driver’s license.The project will take place in the Indian state of Gujarat for an estimated 10 million driver’s licenses. The first phase will involve installing 25 issuing systems across the state of Gujarat, which will then be followed by a full state rollout. The smart driver’s license will store the owner’s fingerprint as well as traditional personal details. India represents one of the highest potential markets for payment cards with a total of 950 million people.

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