-----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, H0frM8sWf6dtJg2yL4sTkLTnYhtci+oiLznIooc2l19VwcBCFFrEkaLeFjatsVEV 0JRB4KGj+sJhC4FQtdpFrA== 0000009346-07-000018.txt : 20070809 0000009346-07-000018.hdr.sgml : 20070809 20070809102846 ACCESSION NUMBER: 0000009346-07-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070807 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: 20070809 DATE AS OF CHANGE: 20070809 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: 071038271 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 FOR PRESS RELEASE 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) August 7, 2007 BALDWIN & LYONS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) INDIANA 0-5534 35-0160330 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of 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 PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF PRINCIPAL OFFICERS The following information, including the Exhibit to this Form 8-K, is being furnished pursuant to Item 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Principal Officers. On August 8, 2007, Baldwin & Lyons, Inc. ("the Company") issued a press release announcing certain director and non-listed officer changes resulting from the Company's regular board of directors meeting held August 7, 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. Jon Mills, a director of the Company since 2004, to be effective August 7, 2007. In accordance with Item 5.02(d), the Company announced the election as director, to be effective immediately, of Mr. Kenneth D. Sacks, age 42, to fill the vacancy created by Mr. Mill's retirement. Mr. Sacks is currently Executive Vice President of JMB Insurance, an insurance brokerage located in Chicago, Illinois. Mr. Sacks currently has no committee assignments and there are no reportable transactions with regard to Mr. Sacks as would be required by Item 404(a) of Regulation S-K. 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 August 8, 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. August 9, 2007 By /S/ GARY W. MILLER ------------------------------- Gary W. Miller, Chairman and Chief Executive 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 August 8, 2007 Press Contact: G. Patrick Corydon (317) 636-9800 (ext. 355) corydon@baldwinandlyons.com INDIANAPOLIS, INDIANA, AUGUST 8, 2007--Baldwin & Lyons, Inc. (NASD: BWINA, BWINB) today announced that Mr. Jon Mills will be retiring from the Board of Directors of the company, effective with yesterday's regular board meeting. Mr. Mills, Co-Chairman of Medline Industries, Inc., served as a director since 2004. The Company extends its gratitude for his service and counsel. Mr. Kenneth D. Sacks was nominated and elected by the Board of Directors to fill the vacant seat on the company's Board of Directors caused by Mr. Mill's retirement. Mr. Sacks, 42, is currently Executive Vice President and a member of the board of directors of JMB Insurance, Inc., an insurance brokerage company located in Chicago and has held various positions with this firm since 1992. Prior to his affiliation with JMB Insurance, Inc., Mr. Sacks was engaged in real estate portfolio management with JMB Realty Corporation in Chicago and Merrill Lynch Hubbard in New York. The Company also announced the election of Jennie L. LaReau to the position of Vice President of Underwriting, John E. Mitchell to the position of Vice President of Reinsurance and Actuarial Services and Craig C. Morfas to the position of Vice President of Claims and General Counsel of Baldwin and Lyons, Inc. by the Board of Directors. Each of the new officers is a long time employee of the Baldwin & Lyons Group and, most recently, has served in a similar position for the Company's subsidiary, Protective Insurance Company. Their new duties will encompass all of the products produced by the Company. 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-----