-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DsyAN7qfdldvpjfXrwNd7TxpQ2NhwYKvuNMRX3IbGg3YseDP8UAWuM66OIWcMVQ0 vupkycl/TAYzXZXZ3njqig== 0000009346-02-000009.txt : 20020614 0000009346-02-000009.hdr.sgml : 20020614 20020613181329 ACCESSION NUMBER: 0000009346-02-000009 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020614 EFFECTIVENESS DATE: 20020614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BALDWIN & LYONS INC CENTRAL INDEX KEY: 0000009346 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 350160330 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-90452 FILM NUMBER: 02678678 BUSINESS ADDRESS: STREET 1: 1099 N MERIDIAN ST STREET 2: STE 700 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3176369800 MAIL ADDRESS: STREET 1: 1099 NORTH MERIDIAN ST STREET 2: STE 700 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 FORMER COMPANY: FORMER CONFORMED NAME: BALDWIN H C AGENCY INC DATE OF NAME CHANGE: 19720309 S-8 1 forms8.txt As filed with the Securities and Exchange Commission on June 13, 2002 Registration Statement No. 333- ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BALDWIN & LYONS, INC. (Exact Name of Registrant as Specified in Its Charter) INDIANA 35-016033 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) 1099 NORTH MERIDIAN STREET INDIANAPOLIS, INDIANA 46204 (Address of Principal Executive Offices) BALDWIN & LYONS, INC. 2002 STOCK PURCHASE PLAN (Full Title of the Plans) COPY TO: G. PATRICK CORYDON, JEFFREY B. BAILEY, ESQ. SENIOR VICE PRESIDENT LEAGRE CHANDLER & MILLARD LLP BALDWIN & LYONS, INC. 135 NORTH PENNSYLVANIA STREET, 1099 NORTH MERIDIAN STREET SUITE 1400 Indianapolis, Indiana 46204 Indianapolis, Indiana 46204 (317) 636-9800 (317) 808-3000 (Name, address and telephone number, including area code, of Agent for Service) -------------------------------
CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Amount to be Offering Price Per Aggregate Offering Amount of Title of Securities to be Registered Registered (1) Share (2) Price (2) Registration Fee - ------------------------------------ -------------- ------------------ ------------------ ---------------- Class B Common Stock, no par value 371,200 $22.63 $8,400,256 $773 (1) Represents number of shares of Class B Common Stock available for issuance pursuant to the Baldwin & Lyons, Inc. 2002 Stock Purchase Plan. (2) Calculated pursuant to Rule 457(c) and (h) for the purpose of calculating the registration fee, based on the average of the high and low prices reported on the NASDAQ National Market System on June 11, 2002, which is a date within 5 business days prior to the filing of this Registration Statement.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION. Information required by Part I, Item 1 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the introductory Note to Part I of Form S-8. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in the Section 10(a) prospectus), other documents required to be delivered to eligible employees pursuant to Rule 428(b) or additional information about the Baldwin & Lyons, Inc. 2002 Stock Purchase Plan that are covered by this Registration Statement are available without charge by contacting G. Patrick Corydon, Senior Vice President, at (317) 636-9800. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents of the registrant, Baldwin & Lyons, Inc. (the "Registrant"), filed with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference in this Registration Statement: (a) Annual Report on Form 10-K filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for the Registrant's fiscal year ended December 31, 2001. (b) Quarterly Report on Form 10-Q filed with the Commission pursuant to the Exchange Act for the Registrant's fiscal quarter ended March 31, 2002. (c) The description of the Registrant's Class B Common Stock contained in the Registrant's Registration Statement on Form S-2 filed under the Securities Act of 1933 and effective July 23, 1986. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under the Indiana Business Corporation Law, to which the Registrant is subject, an Indiana corporation may indemnify any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses reasonably incurred by him in connection with the defense of any action, suit or proceeding, civil or criminal, in which he is made or threatened to be made, a party by reason of being or having been in any such capacity, or arising out of his status as such, provided that the person acted in good faith and reasonably believed that his conduct was in the best interest of the corporation or at least not opposed to its best interests and, in the case of any criminal proceeding, the individual either (i) had reasonable cause to believe that the individual's conduct was lawful; or (ii) had no reasonable cause to believe that the individual's conduct was unlawful. The Registrant's Articles of Incorporation provide that the Registrant has power to indemnify its directors, officers and employees for those expenses actually and necessarily incurred in connection with the defense of any action, suit or proceeding in which such person is made a party be reason of being or having been such a director, officer or employee. The indemnification will include expenses (including attorney's fees), judgments, fines and amounts paid in settlement and reasonably incurred in connection with the suit, action or proceeding and any appeal therefrom. Moreover, such indemnification is not to be deemed exclusive of any other rights to which those indemnified may be entitled under any provision of the articles of incorporation, by-laws, resolution or other authorization adopted at any time, after notice, by a majority vote of all the voting shares then issued and outstanding. Under the same statute, an Indiana corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of the Indiana Business Corporation Law. The Registrant's officers and directors are entitled to indemnification under an insurance policy of the Registrant for expenditures incurred by them in connection with certain acts in their capacities as such and providing reimbursement to the Registrant for expenditures in indemnifying such directors and officers for such acts. The maximum aggregate coverage for the Registrant and insured individuals is $15 million for claims made during each policy year, with the policies subject to self-retention and deductible provisions. At present, there are no claims, actions, suits or proceedings pending for which indemnification would be required under the above, and the Registrant does not know of any threatened claims, actions, suits or proceedings which may result in a request for such indemnification. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The following exhibits are filed herewith: EXHIBIT NO. DESCRIPTION - ----------- --------------------------------------------------------------- 5 Opinion of Leagre Chandler & Millard LLP, regarding legality of securities being offered, including consent. 23 Consent of Ernst & Young LLP. 24 Power of Attorney. 99.1 Reoffer Prospectus. ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933. (ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Indianapolis, Indiana, on this 13th day of June, 2002. BALDWIN & LYONS, INC. By /S/ GARY W. MILLER -------------------------- Gary W. Miller, Chairman and CEO Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated. DATE SIGNATURE AND TITLE - ------------------------- -------------------------------------- June 13, 2002 /S/ Gary W. Miller - ------------------------- -------------------------------------- Gary W. Miller, Chairman and CEO; Director (Principal Executive Officer) June 13, 2002 /S/ G. Patrick Corydon - ------------------------- -------------------------------------- G. Patrick Corydon, Senior Vice President-Finance and CFO (Principal Financial Officer and Principal Accounting Officer) June 13, 2002 /S/ Joseph DeVito - ------------------------- -------------------------------------- Joseph DeVito, Director and Executive Vice President June 13, 2002 /S/ James Good - ------------------------- -------------------------------------- James Good, Director and Executive Vice President June 13, 2002 /S/ Stuart D. Biltion - ------------------------- -------------------------------------- Stuart D. Bilton, Director June 13, 2002 /S/ Otto N. Frenzel III - ------------------------- -------------------------------------- Otto N. Frenzel III, Director June 13, 2002 /S/ John M. O'Mara - ------------------------- -------------------------------------- John M. O'Mara, Director June 13, 2002 /S/ Thomas H. Patrick - ------------------------- -------------------------------------- Thomas H. Patrick, Director June 13, 2002 /S/ Nathan Shapiro - ------------------------- -------------------------------------- Nathan Shapiro, Director June 13, 2002 /S/ Norton Shapiro - ------------------------- -------------------------------------- Norton Shapiro, Director June 13, 2002 /S/ John D. Weil - ------------------------- -------------------------------------- John D. Weil, Director June 13, 2002 /S/ Robert Shapiro - ------------------------- -------------------------------------- Robert Shapiro, Director June 13, 2002 /S/ John Pigott - ------------------------- -------------------------------------- John Pigott, Director EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- --------------------------------------------------------------- 5 Opinion of Leagre Chandler & Millard LLP, regarding legality of ecurities being offered, including consent. 23 Consent of Ernst & Young LLP. 24 Power of Attorney. 99.1 Reoffer Prospectus. EX-5 4 exh5.txt OPINION OF INDEPENDENT COUNSEL EXHIBIT 5 OPINION AND CONSENT OF LEGAL COUNSEL June 12, 2002 Baldwin & Lyons, Inc. 1099 North Meridian Street Indianapolis, Indiana 46204 Gentlemen: We have acted as special counsel to Baldwin & Lyons, Inc., an Indiana corporation (the "Company"), with respect to the filing by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement") covering up to 371,200 Shares of the Company's Class B Common Stock, no par value per share (the "Shares"), available for issuance pursuant to the Baldwin & Lyons, Inc. 2002 Stock Purchase Plan (the "Plan"). Based on our review of the Articles of Incorporation of the Company, as amended, the Bylaws of the Company, as amended, the Plan and documents related thereto, and such other documents and records as we have deemed necessary and appropriate, we are of the opinion that the Shares, if and when issued and paid for pursuant to the Plan and related documents, will be validly issued, fully paid and non-assessable. We consent to the filing of this opinion of counsel as Exhibit 5 to the Registration Statement. Very truly yours, /S/ LEAGRE CHANDLER & MILLARD LLP EX-23 5 exh23.txt CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the reference in the Registration Statement (Form S-8) and to the incorporation by reference therein of our report, dated February 22, 2002, with respect to the consolidated financial statements of Baldwin & Lyons, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2001, filed with the Securities and Exchange Commission. /S/ ERNST & YOUNG LLP June 12, 2002 Indianapolis, Indiana EX-24 6 exh24.txt POWER OF ATTORNEY POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Gary W. Miller and James E. Kirschner, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated. Date Signature and Title June 7, 2002 /s/ Gary W. Miller - ------------------------- -------------------------------------- Gary W. Miller, Chairman and CEO; Director (Principal Executive Officer) June 5, 2002 /s/ G. Patrick Corydon - ------------------------- -------------------------------------- G. Patrick Corydon, Senior Vice President-Finance and CFO (Principal Financial Officer and Principal Accounting Officer) June 12, 2002 /s/ Joseph DeVito - ------------------------- -------------------------------------- Joseph DeVito, Director and Executive Vice President June 13, 2002 /s/ James Good - ------------------------- -------------------------------------- James Good, Director and Executive Vice President June 6, 2002 /s/ Stuart D. Biltion - ------------------------- -------------------------------------- Stuart D. Bilton, Director June 5, 2002 /s/ Otto N. Frenzel III - ------------------------- -------------------------------------- Otto N. Frenzel III, Director June 6, 2002 /s/ John M. O'Mara - ------------------------- -------------------------------------- John M. O'Mara, Director June 6, 2002 /s/ Thomas H. Patrick - ------------------------- -------------------------------------- Thomas H. Patrick, Director June 12, 2002 /s/ Nathan Shapiro - ------------------------- -------------------------------------- Nathan Shapiro, Director June 6, 2002 /s/ Norton Shapiro - ------------------------- -------------------------------------- Norton Shapiro, Director June 6, 2002 /s/ John D. Weil - ------------------------- -------------------------------------- John D. Weil, Director June 6, 2002 /s/ Robert Shapiro - ------------------------- -------------------------------------- Robert Shapiro, Director June 6, 2002 /s/ John Pigott - ------------------------- -------------------------------------- John Pigott, Director EX-99 7 exh99.txt REOFFER PROSPECTUS EXHIBIT 99.1 REOFFER PROSPECTUS BALDWIN & LYONS, INC. 371,200 SHARES OF CLASS B COMMON STOCK This Reoffer Prospectus is being filed to register 371,200 shares of Class B Common Stock, no par value per share (the "Shares"), of Baldwin & Lyons, Inc. (the "Company" or "we") to provide future flexibility to certain shareholders identified below in the section entitled "The Shareholders". The Shares have been acquired pursuant to the Baldwin & Lyons, Inc. 2002 Stock Purchase Plan (the "Plan") by the employees of the Company identified as Shareholders and in the amounts specified for each Shareholder. Presently, to the knowledge of the Company, none of the Shareholders has a current intention of selling any of the Shares. The Company will not receive any of the proceeds from any future sale by the Shareholders of the Shares covered by this Reoffer Prospectus. Our Class B Common Stock is listed on the Nasdaq National Market under the symbol "BWINB". On June 11, 2002, the last reported sale of our Class B Common Stock on the Nasdaq National Market was $23.01 per share. The Shareholders may sell their Shares, from time to time in the future, directly or indirectly in one or more transactions on the Nasdaq National Market, in privately negotiated transactions or through a combination of such methods. These sales may be at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. INVESTING IN THE CLASS B COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 3. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Reoffer Prospectus. Any representation to the contrary is a criminal offense. The date of this Reoffer Prospectus is June 13, 2002. 1 TABLE OF CONTENTS Page Available Information -------------------------------------- 1 Incorporation of Certain Documents by Reference ------------ 2 The Company ------------------------------------------------ 3 Risk Factors ----------------------------------------------- 3 Special Note Regarding Forward-Looking Statements ---------- 5 Use of Proceeds -------------------------------------------- 5 Shareholders ----------------------------------------------- 5 Plan of Distribution --------------------------------------- 7 Legal Matters ---------------------------------------------- 8 Experts ---------------------------------------------------- 8 AVAILABLE INFORMATION The Company files annual, quarterly and current reports, proxy statements and other information with the U.S. Securities and Exchange Commission (the "SEC") as required by the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company also has filed a Registration Statement on Form S-8 under the Securities Act of 1933 (the "Securities Act") to register the shares of Class B Common Stock offered by this Reoffer Prospectus. This Reoffer Prospectus does not contain all of the information contained in the Registration Statement. For further information about the Company and the Class B Common Stock offered by this Reoffer Prospectus, you should refer to the Registration Statement and its exhibits. You may read and copy any document the Company files with the SEC, including the Registration Statement and exhibits, at the public reference facilities maintained by the SEC at the SEC's principal office at 450 Fifth Street, N.W., Room 1024, Washington, D.C., 20549, and at the Regional Offices of the SEC located at 233 Broadway, New York, New York 10013, and Northwestern Atrium Center, 500 1 2 West Madison Street, Chicago, Illinois 60661. Copies of such material can be obtained from such offices at fees prescribed by the SEC. The public may obtain information on the operation of the Public Reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains a World Wide Web site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The address of this site is http://www.sec.gov. You should rely only on the information contained in this Reoffer Prospectus or any supplement. We have not authorized anyone to provide you with information different from that which is contained in or incorporated by reference into this Reoffer Prospectus. The Shares are being offered and offers to buy the Shares are being sought only in jurisdictions in which offers and sales are permitted. The information contained in this Reoffer Prospectus is accurate only as of the date of this Reoffer Prospectus, regardless of the time of delivery of this Reoffer Prospectus or of any sale of the Shares. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The SEC allows the Company to "incorporate by reference" the information the Company files with the SEC, which means that the Company can disclose important information to you by referring you to those documents. Information that the Company subsequently files with the SEC automatically updates and supersedes earlier information. The Company has previously filed the following documents and is incorporating them by reference into this Reoffer Prospectus: The Company's Annual Report on Form 10-K for the year ended December 31, 2001. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002. The description of Class B Common Stock contained in the Company's Registration Statement on Form S-2 filed under the Securities Act and effective July 23, 1986. The Company also is incorporating by reference into this Reoffer Prospectus all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicates that all of the Shares have been sold or that deregisters all of the Shares then remaining unsold. The Company will provide without charge to any person to whom this Reoffer Prospectus is delivered, upon written or oral request of such person, a copy 2 3 of each document incorporated by reference in this Reoffer Prospectus but not delivered with this Reoffer Prospectus. If you would like to obtain this information from the Company, please direct your request, either in writing or by telephone, to: Baldwin & Lyons, Inc. 1099 North Meridian Street Indianapolis, Indiana 46204 Attention: G. Patrick Corydon, Senior Vice President (317) 636-9800 THE COMPANY The Company was incorporated under the laws of the State of Indiana in 1930. Through its divisions and subsidiaries, the Company specializes in marketing and underwriting property and casualty insurance. The Company's subsidiaries are: Protective Insurance Company, with licenses in all 50 states and all Canadian provinces; Sagamore Insurance Company, which is currently licensed in 37 states; and B&L Insurance, Ltd., which is domiciled and licensed in Bermuda. The Company's principal executive offices are located at 1099 North Meridian Street, Indianapolis, Indiana 46204 and the telephone number is (317) 636-9800. RISK FACTORS This Reoffer Prospectus contains forward-looking statements that involve risks and uncertainties. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by the Company described below. The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties not presently known to the Company or that the Company currently believes to be immaterial may also adversely affect the Company's business. If any of the following risks actually occurs, the Company's business, financial condition, or operating results could be materially adversely affected. THE COMPANY'S BUSINESS IS HIGHLY COMPETITIVE The insurance brokerage and agency business is highly competitive. The Company competes with a large number of insurance brokerage and agency firms and individual brokers and agents throughout the country, many of which are considerably larger than the Company. The Company also competes with insurance 3 4 companies that write insurance directly with their customers. Insurance underwriting is also highly competitive. The Company's wholly owned insurance subsidiaries compete with other stock and mutual companies and inter- insurance exchanges (reciprocals). There are numerous companies offering the lines of insurance which are currently written or may in the future be written by the Company and is subsidiaries. Many of these companies have been in business for longer periods of time, have significantly larger volumes of business, offer more diversified lines of insurance coverage and have greater financial resources that the Company. In many cases, competitors are willing to provide coverage for rates lower than those charged by the Company. Many potential clients self-insure workers' compensation and other risks for which the Company offers coverage, and some concerns have organized "captive" insurance companies as subsidiaries through which they insure their own operations. Some states have workers' compensation funds that preclude private companies from writing this business in those states. Federal law also authorizes the creation of "Risk Retention Groups" which may write insurance coverages similar to those offered by the Company. THE COMPANY'S BUSINESS IS SUBJECT TO MARKET RISKS The Company operates solely within the property and casualty insurance industry and, accordingly, has significant invested assets that are exposed to various market risks. These market risks relate to interest rate fluctuations, foreign currency translation and equities market prices. The most significant of the three identified market risks relates to prices in the equities market. Though not the largest category of the Company's invested assets, equity securities have the greatest potential for short-term price fluctuation. Funds invested in the equities market are not considered to be assets necessary for the Company to conduct its daily operations and, therefore, can be committed for extended periods of time. The long-term nature of the Company's equity investments allows it to invest in positions in which ultimate value, and not short-term market fluctuations, are the most important feature. THE CLASS B COMMON STOCK IS NONVOTING The Company has two classes of Common Stock: voting Class A Common Stock and nonvoting Class B Common Stock. Only shares of the Class A Common Stock are entitled to vote for the election of directors and generally on other corporate matters. The Shares being offered pursuant to this Prospectus are shares of Class B Common Stock and are not entitled to vote on any matters except as otherwise may be provided under the Indiana Business Corporation Law. 4 5 CONTROL BY EXISTING SHAREHOLDERS AND DIRECTORS As of March 19, 2002, the Company's directors and executive officers beneficially owned as a group 1,246,259 shares (57.4 percent) of the Class A Common Stock, and 4,703,237 shares (47.3 percent) of the Class B Common Stock, with most of those shares being beneficially owned by three directors who are members of the same family. As a result, these shareholders and directors currently can, and in the future are likely to be able to, exercise significant influence over Company matters. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Reoffer Prospectus contain or may contain forward- looking statements that are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Any forward-looking statements in this Reoffer Prospectus, including, without limitation, statements relating to the Company's plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You are cautioned that such forward-looking statements involve risks and uncertainties, including, without limitation, the following: (i) the Company's plans, strategies, objectives, expectations and intentions are subject to change at any time at the discretion of the Company; (ii) the Company's business is highly competitive and the entry of new competitors into or the expansion of the operations by existing competitors in the Company's markets and other changes in the market for insurance products could adversely affect the Company's plans and results of operations; and (iii) other risks and uncertainties that the Company may indicate from time to time in its filings with the SEC. USE OF PROCEEDS The Company will not receive any proceeds from any future sale of the Shares that may be sold pursuant to this Reoffer Prospectus for the respective accounts of the Shareholders. The Shareholders will receive all such proceeds, net of brokerage commissions, if any. See "Shareholders" and "Plan of Distribution." SHAREHOLDERS This Reoffer Prospectus relates to 371,200 shares of Class B Common Stock that have been acquired by the Shareholders pursuant to the Plan. The following table lists individuals (the "Shareholders") who have acquired the Shares through the Plan. The inclusion in the table of the individuals named therein shall not be deemed 5 6 to be an admission that any such individuals are "affiliates" of the Company. The Company cannot assure that any of the Shareholders will offer for sale or sell any or all of the Shares offered by them pursuant to this Reoffer Prospectus and, to the knowledge of the Company, none of the Shareholders currently intends to sell any of the Shares.
Class B Shares Shares Covered Class B Shares Owned Previously By this Reoffer After this Offering Name Position Owned Prospectus Number Percent - -------------------- ------------------------- -------------- --------------- ---------- ---------- Gary W. Miller President and C.E.O. 154,116 79,800 233,916 3.59% Joseph J. DeVito Executive Vice President 70,750 80,000 150,750 2.43% James W. Good Executive Vice President 57,500 69,800 127,300 2.19% George P. Corydon Senior Vice President 35,375 35,000 70,375 1.35% Rodger A. Cottrell Vice President 6,000 10,000 16,000 * Russ Oldham Vice President 1,000 10,000 11,000 * Craig C. Morfas Vice President - 10,000 10,000 * John E. Mitchell Vice President - 10,000 10,000 * Mark Bonini Vice President 800 8,900 9,700 * Walter D. Osborne Treasurer 1,350 6,500 7,850 * Steven Brazzell Vice President 1,800 5,200 7,000 * Dennis D. Brozman Manager - 5,000 5,000 * Morris Long Manager - 5,000 5,000 * Charles Hadley Manager - 5,000 5,000 * Thomas W. Thompson Vice President 2,000 2,500 4,500 * David J. Dugan Manager 1,800 2,000 3,800 * Jennie Lynne LaReau Vice President 200 2,700 2,900 * Matthew A. Thompson Manager - 2,500 2,500 * James H. Vest Manager 900 1,000 1,900 * Carl M. Malm Manager 100 1,500 1,600 * Gary Durham Manager - 1,500 1,500 * Delores McCraig Supervisor 150 1,250 1,400 * Vicki Gibson Supervisor - 1,000 1,000 * Ron Walker Manager - 1,000 1,000 * Scott A. Wright Manager - 1,000 1,000 * Mark A. Bockelman Manager - 1,000 1,000 * Brian Canter Manager - 1,000 1,000 * Lenore Nedderman Supervisor - 1,000 1,000 * John Sorrentio Supervisor - 1,000 1,000 * Ron Goshen Supervisor - 1,000 1,000 * Daniel Badger Manager - 1,000 1,000 * Betty J. Westbrook Executive Secretary - 500 500 * Jason J. Klavon Legal Staff - 500 500 * Hugh J. Cameron Manager - 500 500 * Bill Reid Manager - 500 500 * Holly F Layman-Tyler Supervisor - 500 500 * 6 7 Jennifer Funk Supervisor - 500 500 * Debra Eddy Supervisor - 500 500 * Jeffrey E. Silvey Supervisor - 500 500 * Ron M. Beilke Supervisor - 500 500 * Dennis L. Shinault Manager - 400 400 * Jane Peacock Supervisor - 350 350 * Michael A. Arnett Manager - 300 300 * Melody A. Hastings Supervisor - 250 250 * Terry K. Feltner Manager - 250 250 * John Sorg Manager - 250 250 * Allison Garrigus Supervisor - 250 250 * Mary Beth Sleeth Supervisor - 250 250 * James F. Turner, Jr. Supervisor - 250 250 * *Less than one percent
PLAN OF DISTRIBUTION The Shares offered by this Reoffer Prospectus may be sold from time to time in the future directly by, or on behalf of, the Shareholders in one or more transactions on the Nasdaq National Market, in privately negotiated transactions or through a combination of such methods, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Shareholders may sell Shares through one or more agents, brokers or dealers or directly to purchasers. Such brokers or dealers may receive compensation in the form of commissions, discounts, concessions or allowances from the Shareholders and/or purchasers of the Shares or both (which compensation as to a particular broker or dealer may be in excess of customary commissions). In connection with such sales, the Shareholders and any participating broker or dealer may be deemed to be "underwriters" within the meaning of the Securities Act, and any commissions they receive and the proceeds of any sale of Shares may be deemed to be underwriting discounts and commissions under the Securities Act. Sales of Shares must be made by the Shareholders in compliance with all applicable federal and state securities laws and regulations. The Company has notified Shareholders of the need to deliver a copy of this Reoffer Prospectus in connection with sales of the Shares. There can be no assurance that any of the Shareholders will sell any or all of the Shares offered pursuant to this Reoffer Prospectus. In addition to any Shares sold pursuant to this Reoffer Prospectus, Shareholders may, at the same time, sell any shares of Series B Common Stock, including the Shares, owned by them in compliance with all of the requirements of Rule 144, regardless of whether such shares are covered by this Reoffer Prospectus. 7 8 The Company will pay all expenses of the registration of the shares and will not receive any proceeds from the sale of any Shares by the Shareholders. LEGAL MATTERS The validity of the Shares being offered by this Reoffer Prospectus has been passed upon for the Company by Leagre Chandler & Millard LLP. EXPERTS The consolidated financial statements of the Company as of December 31, 2001 and 2000, and for each of the three years in the period ended December 31, 2001, incorporated by reference in this Reoffer Prospectus on Form S-8, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report and incorporated by reference in this Reoffer Prospectus in reliance upon such report given on the authority of such firm as experts in accounting and auditing. 8 -----END PRIVACY-ENHANCED MESSAGE-----