Assurant 2005 Annual Report Download - page 27

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We describe below some of the transactions to which we were a party during 2004 with one of our significant stockholders, Fortis
Insurance N.V., a public company with limited liability incorporated as a naamloze vennootschap under Dutch law (“Fortis”) and with our
directors.
General
Two of our directors, Michel Baise and Gilbert Mittler, are directors, officers and employees of the Fortis Group, which refers to the group
of companies, including Fortis, jointly owned and/or controlled either directly or indirectly by Fortis SA/ NV, a public company with limited
liability incorporated as a naamloze vennootschap/societe anonyme under Belgian law, and Fortis N.V., a public company with limited liability
incorporated as a naamloze vennootschap under Dutch law.
In the ordinary course of business, we have entered into a number of agreements with Fortis and its affiliates relating to our historical
business and our relationship with the Fortis Group, the material terms of which are described below. In addition, at the time of our initial
public offering in February 2004 and the secondary offering in January 2005, we entered into agreements with Fortis relating to our ongoing
relationship with Fortis, as described below.
Registration Rights Agreement
We entered into a Registration Rights agreement with Fortis dated as of February 10, 2004, as amended by the Termination and
Amendment Agreement dated January 10, 2005, pursuant to which we have granted to Fortis and its affiliates that become our stockholders
rights to request registration under the Securities Act of 1933, as amended, to effect a public offering with respect to all or part of the shares of
our Common Stock owned by them from time to time during the term of the agreement so long as the shares to be offered pursuant to the
request have an aggregate offering price of at least $250 million, based on the then current market price. We will be required to fulfill this
obligation except in limited circumstances. The maximum number of shares to be included in any such public offering will not exceed the
maximum number that the managing underwriter of such public offering considers to be appropriate. These “demand registration” rights may
be exercised by Fortis on an unlimited number of occasions with respect to registration statements on Form S-2 or S-3 and on not more than
two occasions with respect to registration statements on Form S-
1; provided that we will not be obligated to effect more than one registration in
any 90-day period.
In addition, subject to limited exceptions, if we propose to register any shares of our Common Stock, other equity securities or securities
convertible into or exchangeable for equity securities, whether or not for sale for our own account, we are required to provide notice to Fortis,
and if requested by Fortis, we will include its shares in the registration statement. The maximum number of shares to be included in any public
offering will not exceed the maximum number that the managing underwriter of such public offering considers to be appropriate, with priority
given to securities sought to be included at our request.
During the term of the agreement, Fortis will agree not to sell, transfer or hedge any shares of our Common Stock or any securities
convertible into or exchangeable for shares of our Common Stock for 10 days prior to and 90 days after the effective date of a registration
statement for an underwritten public offering of any of our equity securities, unless the underwriters of such offering permit a shorter period.
In connection with any registration of Common Stock for Fortis, we will agree to indemnify Fortis for damages relating to a material
misstatement or omission in any registration statement or prospectus relating to shares of our common stock to be sold by Fortis. Fortis will
agree to indemnify us, our officers and our directors on the same basis with respect to material misstatements or omissions relating to
information about Fortis up to the amount of net proceeds received.
Generally, we may grant registration rights to other persons; however, any such registration rights cannot be exercised until after the second
anniversary of the secondary offering which occurred in January 2005.
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