UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the fiscal year ended Commission file number 0-5534
December 31, 2011
BALDWIN & LYONS, INC.
(Exact name of registrant as specified in its charter)
Indiana (State or other jurisdiction of Incorporation or organization | 35-0160330 (I.R.S. Employer Identification No.) |
1099 North Meridian Street, Indianapolis, Indiana (Address of principal executive offices) | 46204 (Zip Code) |
Registrant's telephone number, including area code: (317) 636-9800
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
(Title of class)
Class A Common Stock, No Par Value
Class B Common Stock, No Par Value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ___ No ü
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ___ No ü
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ü No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K._____
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ____ Accelerated filer ü Non-accelerated filer ____
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ___ No ü
The aggregate market value of Class A and Class B Common Stock held by non-affiliates of the Registrant as of June 30, 2011, based on the closing trade prices on that date, was approximately $199,155,221.
The number of shares outstanding of each of the issuer's classes of common stock as of March 1, 2012:
Common Stock, No Par Value: Class A (voting) 2,623,109 shares
Class B (nonvoting) 12,225,348 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for Annual Meeting of Shareholders held on May 8, 2012 are incorporated by reference into Part III.
EXPLANATORY NOTE
This Amendment No. 1 to Form 10-K (“Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2011, originally filed on March 14, 2012 (the “Original 10-K”), of Baldwin & Lyons, Inc. (the “Company” “we” and “our”). We are filing this Amendment to amend Item 15 of the Original 10-K to include the separate financial statements of the New Vernon India Fund LP (“India Fund”) for its fiscal years ended December 31, 2011, 2010, and 2009, respectively, as new Exhibits 99.1, 99.2, and 99.3 in response to Regulation S-X Rule 3-09. We are also including the separate but related financial statements of the NVH I LP for its six month periods ended December 31, 2011, 2010, and 2009, respectively and for its six month periods ended June 30, 2011, 2010, and 2009 as new Exhibits 99.4, 99.5, 99.6, 99.7, 99.8 and 99.9, respectively, which should be read in conjunction with the India Fund’s financial statements. The financial statements of the India Fund and NVH I LP as of and for the periods ended December 31, 2011 were not available at the time that we filed the Original 10-K.
In connection with the filing of this Amendment, the currently dated certifications from our Chief Executive Officer and our Chief Financial Officer are attached as exhibits hereto.
Item 15 is the only portion of the Original 10-K being supplemented or amended by this Amendment. Except as described above, this Amendment does not amend, update or change the financial statements of the Company or any other items or disclosures contained in the Original 10-K and does not otherwise reflect events occurring after the original filing date of the Original 10-K. Accordingly, this Amendment should be read in connection with the Company's filings with the Securities and Exchange Commission subsequent to the filing of the Original 10-K.
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Item 15 of the Original 10-K is amended by the addition of the following exhibits:
EXHIBIT INDEX
| Exhibit | | |
| Number | | Description |
| | | |
| 31.1 | | Certification by Chief Executive Officer and President Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | | |
| 31.2 | | Certification by Executive Vice President and Chief Financial Officer Persuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | | |
| 32.1 | | Certification by Chief Executive Officer and President and by Executive Vice President and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, Adopted Persuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | | |
| 99.1 | | New Vernon India Fund LP Financial Statements for the year ended December 31, 2011 |
| | | |
| 99.2 | | New Vernon India Fund LP Financial Statements for the year ended December 31, 2010 |
| | | |
| 99.3 | | New Vernon India Fund LP Financial Statements for the year ended December 31, 2009 |
| | | |
| 99.4 | | NVH I LP Financial Statements for the six months ended December 31, 2011 |
| | | |
| 99.5 | | NVH I LP Financial Statements for the six months ended December 31, 2010 |
| | | |
| 99.6 | | NVH I LP Financial Statements for the six months ended December 31, 2009 |
| | | |
| 99.7 | | NVH I LP Financial Statements for the six months ended June 30, 2011 |
| | | |
| 99.8 | | NVH I LP Financial Statements for the six months ended June 30, 2010 |
| | | |
| 99.9 | | NVH I LP Financial Statements for the six months ended June 30, 2009 |
All other schedules to the consolidated financial statements required by Article 7 and Article 5 of Regulation S-X are not required under the related instructions or are inapplicable and therefore have been omitted.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BALDWIN & LYONS, INC.
| July 9, 2012 | By__/s/ Joseph J. DeVito_____________________________________ |
| | Joseph J. DeVito, Director, Chief Executive Officer and President |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| July 9, 2012 | By__/s/ Gary W. Miller_____________________________________ |
| | Gary W. Miller, Director and Executive Chairman |
| July 9, 2012 | By_/s/ G. Patrick Corydon______________________________________ |
| | G. Patrick Corydon, Executive Vice President and CFO (Principal Financial and Accounting Officer) |
| July 9, 2012 | By__/s/ Joseph J. DeVito_____________________________________ |
| | Joseph J. DeVito, Director, Chief Executive Officer and President |
| July 9, 2012 | By__/s/ Stuart D. Bilton_____________________________________(*) |
| | Stuart D. Bilton, Director |
| July 9, 2012 | By__/s/ Otto N. Frenzel IV_____________________________________(*) |
| | Otto N. Frenzel IV, Director |
| July 9, 2012 | By__/s/ John M. O'Mara_____________________________________(*) |
| | John M. O'Mara, Director |
SIGNATURES (CONTINUED)
| July 9, 2012 | By__/s/ Thomas H. Patrick_____________________________________(*) |
| | Thomas H. Patrick, Director |
| July 9, 2012 | By__/s/ John Pigott_____________________________________(*) |
| | John Pigott, Director |
| July 9, 2012 | By__/s/ Kenneth D. Sacks_____________________________________(*) |
| | Kenneth D. Sacks, Director |
| July 9, 2012 | By__/s/ Nathan Shapiro_____________________________________(*) |
| | Nathan Shapiro, Director |
| July 9, 2012 | By__/s/ Norton Shapiro_____________________________________(*) |
| | Norton Shapiro, Director |
| July 9, 2012 | By__/s/ Robert Shapiro_____________________________________(*) |
| | Robert Shapiro, Director |
| July 9, 2012 | By__/s/ Steven A. Shapiro_____________________________________(*) |
| | Steven A. Shapiro, Director |
| July 9, 2012 | By__/s/ John D. Weil_____________________________________(*) |
| | John D. Weil, Director |
(*) By Craig C. Morfas, Attorney-in-Fact
