-----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, CCV+DzsuVaoV4LNZIsh+J5sDOX52rj6D7XSHJ6L8Czy9C92kFg3AB/E30+oRoaUz eSvQXRQaEkKuqSOYiWntFw== 0000009346-07-000004.txt : 20070207 0000009346-07-000004.hdr.sgml : 20070207 20070207164107 ACCESSION NUMBER: 0000009346-07-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070206 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070207 DATE AS OF CHANGE: 20070207 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05534 FILM NUMBER: 07588681 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 8-K 1 offdirchg.txt FORM 8-K OFFICER DIRECTOR CHANGES 1 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) February 6, 2007 BALDWIN & LYONS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) INDIANA 0-5534 35-0160330 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 1099 NORTH MERIDIAN STREET, INDIANAPOLIS, INDIANA 46204 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (317) 636-9800 ---------------------------- NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name of 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 (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) 2 ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS The following information, including the Exhibit to this Form 8-K, is being furnished pursuant to Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 7, 2007, Baldwin & Lyons, Inc. ("the Company") issued a press release announcing certain director and executive officer changes resulting from the Company's regular board of directors meeting held February 6, 2007. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K. It is incorporated by reference to Item 9.01 below as if fully set forth therein. In accordance with Item 5.02(b), the Company announced the retirement of Mr. James W. Good, Executive Vice President and a director of the Company to be effective May 1, 2007. Mr. Good is also retiring as President and a director of the Company's wholly-owned subsidiary, Protective Insurance Company ("Protective") and a director of Protective's wholly-owned subsidiary, Sagamore Insurance Company ("Sagamore"). In accordance with Item 5.02(c), the Company announced the appointment of Mr. Joseph J. DeVito, age 55, as President and Chief Operating Officer of the Company effective February 6, 2007. Prior to this appointment, Mr. DeVito served as Executive Vice President and a director of the Company and President and a director of Sagamore and a director of Protective. Mr. DeVito has been employed by the Company since 1981. Mr. Gary W. Miller, who continues as Chairman and Chief Executive Officer of the Company, previously held the position of President and Chief Operating Officer of the Company. A copy of this press release is also posted on the Company's website. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits. 99.1 Baldwin & Lyons, Inc. press release dated February 7, 2007. 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. BALDWIN & LYONS, INC. February 7, 2007 By /S/ GARY W. MILLER ------------------------------ Gary W. Miller, Chairman and CEO (Chief Operating Officer) EX-99 3 exh991offdir.txt PRESS RELEASE 1 Exhibit 99.1 [GRAPHIC OMITTED][GRAPHIC OMITTED] BALDWIN & LYONS, INC. PROTECTIVE INSURANCE COMPANY SAGAMORE INSURANCE COMPANY B & L INSURANCE, LTD. (BERMUDA) [OBJECT OMITTED] 1099 North Meridian Street Indianapolis, IN 46204 (317) 636-9800 Subject: Officer and Director Changes February 7, 2007 Press Contact: G. Patrick Corydon (317) 636-9800 (ext. 355) corydon@baldwinandlyons.com INDIANAPOLIS, INDIANA, FEBRUARY 7, 2007--Baldwin & Lyons, Inc. (NASD: BWINA, BWINB) today announced that Mr. James W. Good, Executive Vice President of Baldwin and Lyons, Inc. and President of its subsidiary insurance company, Protective Insurance Company, has announced his retirement from the Company effective May, 2007, after 42 years of service. Following his retirement from a full time position, Mr. Good will remain with the Company in a consulting capacity. Mr. Good, a director of Baldwin & Lyons, Inc., will not stand for re-election following the May expiration of his present term. Joseph J. DeVito has been elected to the position of President and Chief Operating Officer of Baldwin and Lyons, Inc. by the Board of Directors at their meeting on February 6, 2007. Mr. DeVito has been employed by Baldwin and Lyons, Inc. in various capacities since 1981 and has been a director of the Company since 1997. He most recently served as Executive Vice President of Baldwin and Lyons, Inc. and President of its subsidiary company, Sagamore Insurance Company. Gary W. Miller will remain Chief Executive Officer of Baldwin & Lyons, Inc. and Chairman of the Board of Directors. Mr. Steven A. Shapiro was nominated by the Board of Directors for shareholder election in May, 2007 to fill the vacant seat on the company's Board of Directors caused by Mr. Good's decision to not stand for reelection. Mr. Shapiro, 42, is a professional money manager with the firm of SF Investments in Highland Park, IL. Mr. Shapiro is also a member of Millennium Asset Advisers, the General Partner in a series of investment limited partnerships, including the New Vernon Insurance Fund, formed in 1999 to focus on investments in the property & casualty industry. Since 2004, Mr. Shapiro has served on the Board of Directors of First Mercury Financial Corporation, a publicly traded insurance company, where he serves as the chair of the Compensation Committee. From 1989 to 1991, Mr. Shapiro was employed at Arthur Andersen & Co. as a consultant. He received a B.A. in Economics from Emory University in 1987, and an M.B.A. from Northwestern University in 1989. The other 12 incumbent directors have been re-nominated. 2 About the company: Baldwin & Lyons, Inc., based in Indianapolis, Indiana, is a specialty property-casualty insurer with a leading position in providing liability coverage for large and medium-sized trucking fleets. Additionally, the company's product offerings include coverage for non-standard private passenger automobile and small fleet trucking as well as a limited program of reinsurance assumed. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS FORWARD-LOOKING STATEMENTS IN THIS REPORT ARE MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. INVESTORS ARE CAUTIONED THAT SUCH FORWARD-LOOKING STATEMENTS INVOLVE INHERENT RISKS AND UNCERTAINTIES. READERS ARE ENCOURAGED TO REVIEW THE COMPANY'S ANNUAL REPORT FOR ITS FULL STATEMENT REGARDING FORWARD-LOOKING INFORMATION. -----END PRIVACY-ENHANCED MESSAGE-----