UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported):  November 5, 2007

 

KMG America Corporation

(Exact Name of Registrant as Specified in Charter)

 

Virginia

1-32377

20-1377270

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

 

12600 Whitewater Drive, Suite 150
Minnetonka, Minnesota

55343

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (952) 930-4800

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 
 


ITEM 2.02.   OTHER EVENTS

 

On November 5, 2007, KMG America Corporation (“KMG”) issued a press release announcing KMG’s earnings results for third quarter 2007, and providing an update on the approval process regarding the proposed acquisition of KMG by Humana Inc., as previously announced on September 7, 2007. The information contained in the press release, which is attached hereto as Exhibit 99.1 to this report, is incorporated herein by reference. On November 5, 2007, KMG also held an investor webcast conference to discuss third quarter 2007 results and to review the approval process in connection with the proposed acquisition of KMG by Humana Inc. The manuscript for this webcast, which is attached as Exhibit 99.2 to this report, is incorporated herein by reference.

 

The information in this Form 8-K and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing made by the Corporation under the Securities Act of 1933, as amended.

 

ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibits .

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press release of KMG, issued on November 5, 2007, announcing KMG’s earnings results for third quarter 2007, and providing an update on the approval process regarding the proposed acquisition of KMG by Humana Inc.

 

 

 

99.2

 

Manuscript for investor webcast held on November 5, 2007, discussing KMG’s third quarter 2007 earnings results and update on the approval process in connection with the proposed acquisition of KMG by Humana Inc.

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

KMG AMERICA CORPORATION

 

 

(Registrant)

 

 

 

Date: November 5, 2007

By:

/s/  James E. Nelson

 

 

James E. Nelson

 

 

Senior Vice President, General Counsel & Secretary

 

 









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EXHIBIT INDEX

 

 

Exhibit No.

Description of Exhibit

 

 

99.1

Press release of KMG, issued on November 5, 2007, announcing KMG’s earnings results for third quarter 2007, and providing an update on the approval process regarding the proposed acquisition of KMG by Humana Inc.

99.2

Manuscript for investor webcast held on November 5, 2007, discussing KMG’s third quarter 2007 results and update on the approval process in connection with the proposed acquisition of KMG by Humana Inc.

 

 

 






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