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- Alternative Formats (Word, et al.)
- Agreement
- Alliance Companies
- Alliance Companies Management's Discussion and Analysis of Results of Operations and Financial Condition, The
- Alliance Holding Corporation
- Amendments to the Certificate of Incorporation
- Appendix I
- Appendix Ii
- Appendix Iii
- Appendix Iv
- Article I Definitions
- Article Iii Representations and Warranties of Resi and the Merger Subs
- Article Ii the Mergers
- Article Iv Representations and Warranties of Alliance and the Alliance Companies
- Article Ix Termination, Amendment and Waiver
- Article V Conduct of Business Pending the Mergers
- Article Vi Additional Agreements
- Article Vii Conditions of Mergers
- Article Viii Indemnification
- Article X General Provisions
- Authorized Share Increase
- Available Information
- Background of the Combination
- Business Description
- Business of RESI
- Business of the Alliance Companies
- Century Surety Company
- Certain Relationships and Related Transactions
- Change of Control
- Change of Control of RESI
- Closing
- Combination, The
- Current
- December 31, 1995
- Description of Capital Stock
- Dilution
- Dividend Policy
- Effective Time
- Employee Option Plan
- Employees
- Employment Agreements
- Executive Compensation
- Executive Warrants
- Experts
- Fixed maturities
- Hereunder
- HSR Act
- Huizenga Purchase Agreement
- H. Wayne Huizenga
- Independent Auditors' Consent
- Information Statement
- Interests of Certain Persons in the Combination
- In-The-Money
- Introduction
- Investments
- Legal Matters
- Legal Proceedings
- Liability Insurance and Bonding
- Liquidity and Capital Resources
- Lock-up Agreement
- Management After the Combination
- Market Prices and Dividend Policy
- Merger Agreement, The
- Merger Consideration
- Mergers, The
- Merger Subs
- MGD Holdings Ltd
- MGD Purchase Agreement
- Michael G. DeGroote
- Mr. LoConti's Affiliation with RESI and Alliance
- Name Change
- Necessity for Consents of Regulatory Authorities
- Notes to Consolidated and Combined Financial Statements
- Notes to Consolidated Financial Statements
- Notes to Consolidated Financial Statements (Unaudited)
- Notes to Financial Statements
- Other Agreements
- Principal Stockholders
- Property and Equipment
- Recent Developments
- Recommendation of the RESI Board of Directors
- Regulation
- Resi
- RESI Management's Discussion and Analysis of Results of Operations and Financial Condition
- RESI's Valuation Analysis of the Mergers
- Restructuring and Unusual Charges
- Results of Operations
- Risk Factors
- Risks Related to the Combination
- Selected Historical and Pro Forma Financial Data
- Six months ended June 30, 1996
- Stock Issuances, The
- Table of Contents
- The Alliance Companies Management's Discussion and Analysis of Results of Operations and Financial Condition
- The Combination
- The Merger Agreement
- The Mergers
- The Stock Issuances
- TSD Facilities
- Uncertainty of Forward Looking Statements
- Voting Agreement
- Warrants
- Year ended December 31, 1995
- 10.10 Governing Law
- 10.11 Severability
- 10.1 Notices
- 10.2 Survival
- 10.3 Remedies
- 10.4 Entire Agreement
- 10.5 Expenses
- 10.6 Amendment; Waiver
- 10.7 Binding Effect; Assignment
- 10.8 Counterparts
- 10.9 Headings
- 1.1 Defined Terms
- 1.2 Other Definitional Provisions
- 2.1 The Mergers
- 2.2 Consummation of the Mergers
- 2.3 Effect of the Mergers
- 2.5 Directors and Officers
- 2.6 Consideration
- 2.7 Conversion of Securities
- 3.10 Material Adverse Change
- 3.11 Litigation
- 3.12 Employee Agreements
- 3.13 Board Approval
- 3.14 Inapplicability of Section 203 of DGCL
- 3.15 HSR Act
- 3.1 Corporate Status
- 3.2 Corporate Power and Authority
- 3.3 Enforceability
- 3.4 No Violation
- 3.5 Consents/Approvals
- 3.6 SEC Reports and Nasdaq Compliance
- 3.7 Capitalization
- 3.8 Brokers
- 3.9 Contracts and Commitments
- 4.10 Material Adverse Change
- 4.11 Litigation
- 4.12 Title to Properties
- 4.13 Deposits
- 4.14 Banking Arrangements and Powers of Attorney
- 4.15 Books and Records
- 4.16 Employees and Agents
- 4.17 Real Property
- 4.18 Compliance
- 4.19 Labor and Employment Matters
- 4.1 Corporate Status
- 4.20 Employee Benefit Plans
- 4.21 Tax Matters
- 4.22 Insurance
- 4.23 Permits
- 4.24 Intellectual Property
- 4.25 Brokers
- 4.26 Stockholder and Board Approval
- 4.27 Contracts and Commitments
- 4.28 Other Insurance Interests
- 4.29 HSR Act
- 4.2 Corporate Power and Authority
- 4.3 Enforceability
- 4.4 No Violation
- 4.5 Consents/Approvals
- 4.6 Capitalization
- 4.7 Governing Documents
- 4.8 Subsidiaries
- 4.9 Financial Statements
- 5.1 Conduct of Respective Businesses by the Parties Pending the Mergers
- 6.10 Notification of Certain Matters
- 6.11 Tax Treatment
- 6.12 Public Announcements
- 6.13 Executive Offices
- 6.14 Securities Trading
- 6.15 Non-Competition
- 6.16 Schedules
- 6.17 Reimbursement of Chairman's Costs and Expenses
- 6.18 Stock Split
- 6.19 Employment/Non-Competition Agreement
- 6.1 Merger Subs
- 6.2 Filings
- 6.3 Further Assurances; Best Efforts
- 6.4 Cooperation
- 6.5 Board of Directors
- 6.6 Registration Statement; Information Statement
- 6.7 Written Consent/Stockholders' Meeting
- 6.8 HSR Act and Other Actions
- 6.9 Access to Information
- 7.1 Conditions to Obligations of Each Party to Effect the Mergers
- 7.2 Additional Conditions to the Obligations of RESI and the Merger Subs
- 7.3 Additional Conditions to the Obligations of Alliance and the Alliance Companies
- 8.1 Indemnification Generally
- 8.2 Indemnification Procedures
- 8.3 Survival
- 9.1 Termination
- 9.2 Effect of Termination
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1 | 1st Page - Filing Submission
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3 | Michael G. DeGroote
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4 | Information Statement
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7 | Table of Contents
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8 | Introduction
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" | Resi
|
" | Merger Subs
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" | Alliance Companies
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" | Recent Developments
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10 | Risk Factors
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" | Risks Related to the Combination
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" | Change of Control of RESI
|
" | Mr. LoConti's Affiliation with RESI and Alliance
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11 | Necessity for Consents of Regulatory Authorities
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" | Dilution
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13 | Legal Proceedings
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17 | Market Prices and Dividend Policy
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" | Dividend Policy
|
18 | Selected Historical and Pro Forma Financial Data
|
22 | The Combination
|
" | Background of the Combination
|
25 | RESI's Valuation Analysis of the Mergers
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26 | Recommendation of the RESI Board of Directors
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27 | Management After the Combination
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28 | Interests of Certain Persons in the Combination
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" | The Mergers
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" | Effective Time
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29 | Merger Consideration
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" | The Merger Agreement
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32 | Other Agreements
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" | Voting Agreement
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" | Lock-up Agreement
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33 | Employment Agreements
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" | The Stock Issuances
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" | Huizenga Purchase Agreement
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" | MGD Purchase Agreement
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36 | HSR Act
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37 | Business of RESI
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" | Business Description
|
" | TSD Facilities
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41 | Regulation
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43 | Liability Insurance and Bonding
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44 | Employees
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47 | RESI Management's Discussion and Analysis of Results of Operations and Financial Condition
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48 | Results of Operations
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49 | Restructuring and Unusual Charges
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51 | Liquidity and Capital Resources
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54 | Business of the Alliance Companies
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60 | The Alliance Companies Management's Discussion and Analysis of Results of Operations and Financial Condition
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63 | Investments
|
73 | Executive Compensation
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74 | Executive Warrants
|
75 | Certain Relationships and Related Transactions
|
76 | Principal Stockholders
|
77 | Amendments to the Certificate of Incorporation
|
" | Name Change
|
" | Authorized Share Increase
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78 | Description of Capital Stock
|
80 | Employee Option Plan
|
" | Change of Control
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81 | In-The-Money
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82 | Legal Matters
|
" | Experts
|
" | Available Information
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83 | Uncertainty of Forward Looking Statements
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95 | Notes to Consolidated and Combined Financial Statements
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96 | Property and Equipment
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105 | Warrants
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106 | Current
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113 | Notes to Consolidated Financial Statements (Unaudited)
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" | Notes to Consolidated Financial Statements
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" | Six months ended June 30, 1996
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124 | Fixed maturities
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137 | Year ended December 31, 1995
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148 | Notes to Financial Statements
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152 | December 31, 1995
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156 | Independent Auditors' Consent
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" | Century Surety Company
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157 | Appendix I
|
" | Agreement
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161 | Article I Definitions
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" | 1.1 Defined Terms
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164 | 1.2 Other Definitional Provisions
|
" | Article Ii the Mergers
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" | 2.1 The Mergers
|
" | 2.2 Consummation of the Mergers
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" | 2.3 Effect of the Mergers
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" | 2.5 Directors and Officers
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165 | 2.6 Consideration
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" | 2.7 Conversion of Securities
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166 | Article Iii Representations and Warranties of Resi and the Merger Subs
|
" | 3.1 Corporate Status
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" | 3.2 Corporate Power and Authority
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" | 3.3 Enforceability
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" | 3.4 No Violation
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" | 3.5 Consents/Approvals
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167 | 3.6 SEC Reports and Nasdaq Compliance
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" | 3.7 Capitalization
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" | 3.8 Brokers
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" | 3.9 Contracts and Commitments
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168 | 3.10 Material Adverse Change
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" | 3.11 Litigation
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" | 3.12 Employee Agreements
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" | 3.13 Board Approval
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" | 3.14 Inapplicability of Section 203 of DGCL
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" | 3.15 HSR Act
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" | Article Iv Representations and Warranties of Alliance and the Alliance Companies
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" | 4.1 Corporate Status
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169 | 4.2 Corporate Power and Authority
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" | 4.3 Enforceability
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" | 4.4 No Violation
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" | 4.5 Consents/Approvals
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" | 4.6 Capitalization
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170 | 4.7 Governing Documents
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" | 4.8 Subsidiaries
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" | 4.9 Financial Statements
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" | 4.10 Material Adverse Change
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" | 4.11 Litigation
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171 | 4.12 Title to Properties
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" | 4.13 Deposits
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" | 4.14 Banking Arrangements and Powers of Attorney
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" | 4.15 Books and Records
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" | 4.16 Employees and Agents
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172 | 4.17 Real Property
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" | 4.18 Compliance
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" | 4.19 Labor and Employment Matters
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" | 4.20 Employee Benefit Plans
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" | 4.21 Tax Matters
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173 | 4.22 Insurance
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" | 4.23 Permits
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" | 4.24 Intellectual Property
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174 | 4.25 Brokers
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" | 4.26 Stockholder and Board Approval
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" | 4.27 Contracts and Commitments
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" | 4.28 Other Insurance Interests
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" | 4.29 HSR Act
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" | Article V Conduct of Business Pending the Mergers
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" | 5.1 Conduct of Respective Businesses by the Parties Pending the Mergers
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176 | Article Vi Additional Agreements
|
" | 6.1 Merger Subs
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" | 6.2 Filings
|
" | 6.3 Further Assurances; Best Efforts
|
" | 6.4 Cooperation
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" | 6.5 Board of Directors
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" | 6.6 Registration Statement; Information Statement
|
178 | 6.7 Written Consent/Stockholders' Meeting
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179 | 6.8 HSR Act and Other Actions
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" | 6.9 Access to Information
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" | 6.10 Notification of Certain Matters
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" | 6.11 Tax Treatment
|
" | 6.12 Public Announcements
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180 | 6.13 Executive Offices
|
" | 6.14 Securities Trading
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" | 6.15 Non-Competition
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" | 6.16 Schedules
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" | 6.17 Reimbursement of Chairman's Costs and Expenses
|
" | 6.18 Stock Split
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" | 6.19 Employment/Non-Competition Agreement
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181 | Article Vii Conditions of Mergers
|
" | 7.1 Conditions to Obligations of Each Party to Effect the Mergers
|
" | 7.2 Additional Conditions to the Obligations of RESI and the Merger Subs
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182 | 7.3 Additional Conditions to the Obligations of Alliance and the Alliance Companies
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183 | Article Viii Indemnification
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" | 8.1 Indemnification Generally
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" | 8.2 Indemnification Procedures
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" | 8.3 Survival
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184 | Article Ix Termination, Amendment and Waiver
|
" | 9.1 Termination
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" | 9.2 Effect of Termination
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185 | Article X General Provisions
|
" | 10.1 Notices
|
" | MGD Holdings Ltd
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" | 10.2 Survival
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186 | 10.3 Remedies
|
" | 10.4 Entire Agreement
|
" | 10.5 Expenses
|
" | 10.6 Amendment; Waiver
|
" | 10.7 Binding Effect; Assignment
|
" | 10.8 Counterparts
|
" | 10.9 Headings
|
" | 10.10 Governing Law
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187 | 10.11 Severability
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188 | Alliance Holding Corporation
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189 | Appendix Ii
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190 | Closing
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194 | Hereunder
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204 | H. Wayne Huizenga
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207 | Appendix Iii
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223 | Appendix Iv
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