AmerInst Announces Tender Offer to Purchase 60,000 Shares.HAMILTON, Bermuda -- Please replace the release with the following corrected version due to multiple revisions. The corrected release reads: AMERINST ANNOUNCES TENDER OFFER TO PURCHASE 60,000 SHARES AmerInst Insurance Group, Ltd., a provider of reinsurance The contract made between an insurance company and a third party to protect the insurance company from losses. The contract provides for the third party to pay for the loss sustained by the insurance company when the company makes a payment on the original contract. protection for CPA (Computer Press Association, Landing, NJ) An earlier membership organization founded in 1983 that promoted excellence in computer journalism. Its annual awards honored outstanding examples in print, broadcast and electronic media. The CPA disbanded in 2000. firms, through its indirect wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. , AmerInst Investment Company, Ltd. ("Investco") today commenced a modified "Dutch Auction Dutch Auction An auction where the price on an item is lowered until it gets its first bid, and then the item is sold at that price. Notes: The U.S. Treasury (and other countries) uses a Dutch auction when it sells securities. " tender offer to purchase up to 60,000 of its outstanding common shares at a price per share of not less than $60.00 nor in excess of $75.00 per share, for an aggregate purchase price of up to $4,500,000. This represents approximately 18% of the currently outstanding shares. AmerInst believes its decision to repurchase its shares is an effective means of providing liquidity to shareholders and returning cash to shareholders. The tender offer will expire at 12:00 midnight, Eastern time, on Tuesday, January 18, 2005, unless extended. Tenders of shares must be made on or prior to the expiration EXPIRATION. Cessation; end. As, the expiration of, a lease, of a contract, or statute. 2. In general, the expiration of a contract puts an end to all the engagements of the parties, except to those which arise from the non- fulfillment of obligations created of the tender offer, and shares may be withdrawn at any time on or prior to the expiration of the tender offer. On the terms and subject to the conditions of the tender offer, AmerInst's shareholders will have the opportunity to tender all or a portion of their shares at a price or prices specified by the shareholder within the stated price range. AmerInst will select the lowest price per share within that range that will enable it to purchase 60,000 shares, or such lesser number of shares as are properly tendered. If shareholders properly tender more than 60,000 shares at or below the purchase price selected by AmerInst, AmerInst will first purchase shares tendered by those shareholders who beneficially own fewer than 100 shares, then purchase, on a pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share. In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them. basis, shares tendered by shareholders at or below the price selected by AmerInst and finally, if necessary in order to reach the 60,000 share maximum, purchase by random lot shares tendered conditionally. AmerInst will purchase all shares in the tender offer at the same price. AmerInst will pay the purchase price, net in cash, without interest, promptly after the expiration of the tender offer. AmerInst will return all shares not purchased to the tendering shareholders free of charge after the expiration of the tender offer. The tender offer is subject to a number of conditions. None of AmerInst's or Investco's executive officers, directors or affiliates intends to submit shares in the tender offer. The tender offer is not conditioned on the tender of any minimum number of shares. Any questions concerning the tender offer may be directed to USA Risk Group of Vermont, Inc., the depositary DEPOSITARY, contracts. He with whom a deposit is confided or made. 2. It is, the essence of the contract of deposits that it should be gratuitous on the part 'of the depositary. 9 M. R. 470. for the tender offer, at (800) 422-8141. Copies of the Offer to Purchase and other documents describing the terms of the tender offer and Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. for use in making tenders may be obtained from USA Risk Group of Vermont, Inc. The Offer to Purchase, Letter of Transmittal and related documents are being mailed to shareholders of record as of December 10, 2004, and will be made available for distribution to beneficial owners Beneficial Owner A person who enjoys the benefits of ownership even though title is in another name. Notes: For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial . AmerInst, Investco, their boards of directors, and USA Risk Group of Vermont, Inc. are not making any recommendation to shareholders as to whether to tender shares or as to what price at which to tender. Shareholders must decide how many shares they will tender, if any, and the price, within the stated range, at which they will offer shares for purchase. About AmerInst AmerInst was formed in 1988 with the mission to provide direct insurance coverage for CPAs. The Company was originally created to write direct insurance business and later shifted its focus to the re-insurance market. If primary insurance markets continue to harden hard·en v. hard·ened, hard·en·ing, hard·ens v.tr. 1. To make hard or harder. 2. To enable to withstand physical or mental hardship. 3. , the Company stands ready to directly underwrite To insure; to sell an issue of stocks and bonds or to guarantee the purchase of unsold stocks and bonds after a public issue. The word underwrite has two meanings. primary coverage up to $1,000,000 for its shareholders or other CPA firms that might seek primary malpractice malpractice, failure to provide professional services with the skill usually exhibited by responsible and careful members of the profession, resulting in injury, loss, or damage to the party contracting those services. coverage. The Company currently provides reinsurance protection for approximately 24,000 insured CPA firms that are located throughout the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . In 2001, the Company was re-domesticated to Bermuda, in order to enhance its ability to provide services to its stakeholders Stakeholders All parties that have an interest, financial or otherwise, in a firm-stockholders, creditors, bondholders, employees, customers, management, the community, and the government. and the long-term benefit of its shareholders. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. This press release contains forward-looking statements, including statements regarding AmerInst's objectives and expectations regarding the benefits that the tender offer may provide to shareholders, its business strategies and results of operations, which are based upon management's beliefs as well as on assumptions made by and data currently available to management. These forward-looking statements are subject to a number of risks and uncertainties that could cause the outcome of these events to differ materially from our expectations today. Our plans for the business may change based on intervening or unexpected events. There are also risks and uncertainties associated with our future financial performance. There are additional factors that could cause results to differ materially from those described in the forward-looking statements found in this release. You can read about those factors in the reports filed by AmerInst with the Securities and Exchange Commission and available at the Securities and Exchange Commission's Internet site (http://www.sec.gov). AmerInst undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future developments, or otherwise. THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY, AND IS NOT AN OFFER TO BUY OR THE SOLICITATION solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual OF AN OFFER TO SELL ANY OF THE COMPANY'S COMMON SHARES. THE SOLICITATION OF OFFERS TO BUY THE COMPANY'S COMMON SHARES IS BEING MADE ONLY PURSUANT TO THE TENDER OFFER DOCUMENTS, INCLUDING THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL THAT AMERINST IS DISTRIBUTING TO ITS SHAREHOLDERS AND FILING WITH THE SECURITIES AND EXCHANGE COMMISSION. SHAREHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SHAREHOLDERS AND INVESTORS MAY OBTAIN A FREE COPY OF THE OFFER TO PURCHASE AND OTHER DOCUMENTS FILED BY AMERINST WITH THE SECURITIES AND EXCHANGE COMMISSION AT THE SECURITIES AND EXCHANGE COMMISSION'S INTERNET SITE (HTTP://WWW.SEC.GOV) OR FROM THE DEPOSITARY, USA RISK GROUP OF VERMONT, INC., AT P.O. BOX 1330, MONTPELIER, VT 05601-1330, (800) 422-8141. SHAREHOLDERS ARE URGED TO READ THESE MATERIALS CAREFULLY BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER. |
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