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IIIIII
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Fiscal Year Ended December 31, 1996 Commission file number 0-15981
HILB, ROGAL AND HAMILTON COMPANY
(Exact name of registrant as specified in its charter)
Virginia 54-1194795
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4235 Innslake Drive
Glen Allen, Virginia 23060
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(804) 747-6500
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, no par value
(Title of class)
Securities registered pursuant to Section 12(g) of the Act:
None
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 period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K ( 229.405 of this chapter) 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 [ ].
State the aggregate market value of the voting stock held by non-affiliates
of the registrant.
$165,621,688 as of March 3, 1997
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Class Outstanding at March 3, 1997
Common Stock, no par value 13,321,996
Documents Incorporated by Reference
Portions of the registrant's 1996 Annual Report to Shareholders are
incorporated by reference into Parts I and II of this report.
Portions of the registrant's Proxy Statement for the 1997 Annual Meeting of
Shareholders are incorporated by reference into Part III of this report.
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IIIII
PART I
ITEM 1. BUSINESS
The Company
Hilb, Rogal and Hamilton Company (the Company), through its network of
wholly-owned subsidiary insurance agencies (the Agencies), places various
types of insurance, including property, casualty, marine, aviation and
employee benefits, with insurance underwriters on behalf of its clients.
The Agencies operate 69 offices in 16 states and five Canadian provinces.
The Company's client base ranges from personal to large national accounts
and is primarily comprised of medium-size commercial and industrial
accounts. Insurance commissions accounted for approximately 94% of the
Company's total revenues in 1996. The Company also advises clients on risk
management and employee benefits and provides claims administration and
loss control consulting services to clients, which contributed
approximately 3% of revenues in 1996.
The Company has grown principally through acquisitions of independent
agencies with significant local market shares in small to medium-size
metropolitan areas. Since 1984, the Company has acquired 163 independent
agencies. The Company's growth strategy emphasizes acquisitions of
established independent agencies staffed by local professionals and
centralization of certain administrative functions to allow agents to focus
on business production. The Company believes that a key to its success has
been a strong emphasis on local client service by experienced personnel
with established community relationships. The Company generally pursues
growth in markets where it believes it can achieve a significant market
position. The Company expects to pursue a less aggressive merger and
acquisition strategy in the future. Though acquisitions are expected to
continue, they will be less frequent and more selective than in the past.
This redefinition of strategy will enable the Company to focus on building
a stronger, more operationally-sound organization.
The Agencies act as independent agents representing a large number of
insurance companies, which gives the Company access to specialized products
and capacity needed by its clients. Agencies are staffed to handle the
broad variety of insurance needs of their clients. Additionally, certain
Agencies have developed special expertise in areas such as aviation,
construction and marine insurance services, and this expertise is made
available to clients throughout the Company.
The Company has established direct access to certain foreign insurance
markets without the need to share commissions with excess and surplus lines
brokers. This direct access allows the Company to enhance its revenues
from insurance products written by foreign insurers and allows it to
provide a broader array of insurance products to its clients.
While the Agencies have historically been largely decentralized with
respect to client solicitation, account maintenance, underwriting
decisions, selection of insurance carriers and areas of insurance
specialization, the Company maintains centralized administrative functions,
including cash management and investment, human resources and legal
functions, through its corporate headquarters. Accounting records and
systems are maintained at each Agency, but the Company requires each Agency
to comply with standardized financial reporting and control requirements.
Through its internal auditing department, Company personnel periodically
visit each Agency and monitor compliance with internal accounting controls
and procedures.
In the latter part of 1995, the Company created regional operating
units to coordinate the efforts of several local offices in a geographic
area to focus on markets, account retention, client service and new
business production. The five U.S. regions are the Mid-Atlantic
(Pennsylvania, Maryland and Virginia); Alabama/Georgia; Florida; Texas and
California. Regional management of a sizable mass of coordinated
and complementary resources will enable each Agency to address a
broader spectrum of client needs and respond more quickly and expertly than
each could do on a stand-alone basis. Additionally, operations were
streamlined by merging multiple locations in the same city into a single
profit center and converting smaller locations into sales offices of a
larger profit center in the same region.
The Company derives income primarily from commissions on the sale of
insurance products to clients paid by the insurance underwriters with whom
the Agencies place their clients' insurance. The Company acts as an agent
in soliciting, negotiating and effecting contracts of insurance through
insurance companies and occasionally as a broker in procuring contracts of
insurance on behalf of insureds. The Company derived in excess of 97% of
its commission and fee revenue in 1996 from the sale of insurance products,
principally property and casualty insurance. Accordingly, no breakdown by
industry segments has been made. The balance is primarily derived from
employee benefits and third party claims administration. Within its range
of services, the Company also places surplus lines coverages (coverages not
available from insurance companies licensed by the states in which the
risks are located) with surplus lines insurers for various specialized
risks.
Insurance agents' commissions are generally a percentage of the
premium paid by the client. Commission rates vary substantially within the
insurance industry. Commissions depend upon a number of factors, including
the type of insurance, the amount of the premium, the particular insurer,
the capacity in which the Company acts and the scope of the services it
renders to the client. In some cases, the Company or an Agency is
compensated by a fee paid by the client directly. The Company may also
receive contingent commissions which are based on the profit an insurance
company makes on the overall volume of business placed with it by the
Company. Contingent commissions are generally received in the first
quarter of each year and, accordingly, may cause first quarter revenues and
earnings to vary from other quarterly results.
The Company provides a variety of professional services to assist
clients in analyzing risks and in determining whether protection against
risks is best obtained through the purchase of insurance or through
retention of all or a portion of those risks and the adoption of risk
management policies and cost-effective loss control and prevention
programs.
No material part of the Company's business is dependent on a single
client or on a few clients, and the Company does not depend on a single
industry or type of client for a substantial amount of its business. In
1996, the largest single client accounted for less than 0.5% of the
Company's total revenues.
Operating History and Acquisition Program
The Company was formed in 1982 to acquire and continue an existing
insurance agency network. At that time, the Company undertook a program of
consolidating agencies, closing or selling unprofitable locations and
acquiring new agencies. Since 1984, a total of 163 agencies have been
acquired. One hundred thirteen of those agencies were acquired using the
purchase method of accounting at a total purchase price of approximately
$117.6 million. In a purchase acquisition, the purchase price of an agency
is typically paid in cash and deferred cash payments. In some cases, a
portion of the purchase price may also be paid in Common Stock. Since
November 1, 1988, 50 agencies have been acquired under the pooling-of-
interests method of accounting in exchange for a total of approximately 8.1
million shares of Common Stock of the Company. The Company believes that
the public market for its Common Stock, existing since 1987, has and will
continue to enhance its ability to acquire agencies.
The Company has substantial experience in acquiring insurance
agencies. Each acquisition candidate is subjected to a due diligence
process in which the Company evaluates the quality and reputation of the
business and its management, revenues and earnings, administrative and
accounting records, growth potential and location. For candidates that
pass this screening process, the Company uses a pricing method that
emphasizes pro forma revenues, profits and tangible net worth. As a
condition to completing an acquisition, the Company requires that the
principals execute Company-prepared covenants not to compete and other
restrictive covenants and that agents execute non-piracy agreements. Once
the acquisition is consummated, the Company takes steps to introduce its
procedures and protocols and to integrate the agency's systems and
employees into the Company.
Recent Developments
During 1996, the Company acquired 15 insurance agencies. See "Note
J--Acquisitions" of the Notes to Consolidated Financial Statements in the
Company's 1996 Annual Report to Shareholders which is incorporated herein
by reference for a description of these acquisitions.
Subsequent to December 31, 1996, the Company acquired certain assets
and liabilities of three insurance agencies. See "Note M--Subsequent
Events" of the Notes to Consolidated Financial Statements in the Company's
1996 Annual Report to Shareholders which is incorporated herein by
reference.
Competition
The Company participates in a very competitive industry. It is a
leading independent insurance agency system serving a wide variety of
clients through its network of wholly-owned subsidiaries which operate 69
insurance agencies located in 16 states and five Canadian provinces. Many
of the Company's competitors are larger and have greater resources than the
Company and operate on an international scale.
In some of the Agencies' cities, because no major national insurance
broker has established a presence, the Company competes with local agents,
some of whom may be larger than the Company's local Agency.
The Company's larger competitors also have extensive facilities to
manage captive insurance companies or self-insurance programs for larger
clients, while the Company has only a limited ability to administer
self-insurance and does not currently manage any captive insurance
companies.
The Company is also in competition with certain insurance companies
which write insurance directly for their customers, as well as
self-insurance and other employer sponsored programs.
Employees
As of December 31, 1996, the Company had approximately 1,750
employees. No employees are currently represented by a union. The Company
believes its relations with its employees are good.
Regulation
In every state in which the Company does business, the applicable
Agency or an employee is required to be licensed or to have received
regulatory approval by the state insurance department in order for the
Company to conduct business. In addition to licensing requirements
applicable to the Company, most jurisdictions require individuals who
engage in brokerage and certain insurance service activities to be licensed
personally.
The Company's operations depend on the validity of and its continued
good standing under the licenses and approvals pursuant to which it
operates. Licensing laws and regulations vary from jurisdiction to
jurisdiction. In all jurisdictions, the applicable licensing laws and
regulations are subject to amendment or interpretation by regulatory
authorities, and generally such authorities are vested with general
discretion as to the grant, renewal and revocation of licenses and
approvals.
ITEM 2. PROPERTIES
Except as mentioned below, the Company leases its Agencies' offices.
For information with respect to the Company's lease commitments see "Note
H--Leases" of the Notes to Consolidated Financial Statements in the
Company's 1996 Annual Report to Shareholders which is incorporated herein
by reference.
At December 31, 1996, the Company owned seven buildings in Richmond
and Charlottesville, Virginia; Oklahoma City, Oklahoma; Daytona Beach and
Fort Myers, Florida; Mobile, Alabama and Victoria, Texas (the Richmond,
Virginia building being subject to a mortgage), in which the Agencies in
those cities are located. See "Note D--Long-Term Debt and Override
Commission Agreements" of the Notes to Consolidated Financial Statements in
the Company's 1996 Annual Report to Shareholders which is incorporated
herein by reference for information regarding mortgage notes payable and
related collateral property.
ITEM 3. LEGAL PROCEEDINGS
The Company and its Agencies have no material pending legal
proceedings other than ordinary, routine litigation incidental to the
business, to which it or a subsidiary is a party. With respect to the
routine litigation, upon the advice of counsel, management believes that
none of these proceedings, either individually or in the aggregate, if
determined adversely to the Company, would have a material effect on the
financial position or results of operations of the Company or its ability
to carry on its business as currently conducted.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this report.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the registrant are as follows:
Robert H. Hilb, 70, has been Chairman and Chief Executive Officer of
the Company since 1991 and has been a director of the Company since 1982.
Effective with the Annual Meeting of the Board of Directors of the Company
to be held on May 6, 1997, Mr. Hilb will be elected Chairman of the
Company. He was President of the Company from 1982 to 1995.
Andrew L. Rogal, 48, has been President and Chief Operating Officer of
the Company since 1995 and has been a director of the Company since 1989.
Effective with the Annual Meeting of the Board of Directors of the Company
to be held on May 6, 1997, Mr. Rogal will be elected Chief Executive
Officer of the Company. He was Executive Vice President of the Company
from 1991 to 1995 and Senior Vice President of the Company from 1990 to
1991. He was Chief Executive Officer of Hilb, Rogal and Hamilton Company
of Pittsburgh, Inc., a subsidiary of the Company, from 1990 to 1995 and was
President of this subsidiary from 1987 to 1993.
John C. Adams, Jr., 60, has been Executive Vice President of the
Company since 1991 and was a director of the Company from 1987 to 1995. He
has been Chairman of Hilb, Rogal and Hamilton Company of Daytona Beach,
Inc., a subsidiary of the Company, since 1990 and was Chief Executive
Officer of this subsidiary from 1990 to 1992.
Timothy J. Korman, 44, has been Executive Vice President, Chief
Financial Officer and Treasurer of the Company since November 1995, and was
Senior Vice President and Treasurer of the Company from 1989 to November
1995. He is a first cousin of Robert S. Ukrop, a director of the Company.
Dianne F. Fox, 48, has been Senior Vice President-Administration and
Secretary of the Company since 1989.
Ronald J. Schexnaydre, 60, has been Senior Vice President of the
Company since 1993 and was Vice President of the Company from 1991 to
1993. He has been Chairman of Hilb, Rogal and Hamilton Company of
Louisiana, a subsidiary of the Company, since 1995 and was President of
this subsidiary from 1986 to 1995.
Ann B. Davis, 42, has been Vice President-Human Resources of the
Company since 1993 and was Assistant Vice President-Human Resources of the
Company from 1986 to 1993.
Vincent P. Howley, 48, has been Vice President-Audit of the Company
since 1993 and was Assistant Vice President-Audit of the Company from 1986
to 1993.
Carolyn Jones, 41, has been Vice President and Controller of the
Company since 1991.
Walter L. Smith, 39, has been Vice President and General Counsel of
the Company since 1991 and has been Assistant Secretary of the Company
since 1989.
Robert W. Blanton, Jr., 32, has been Assistant Vice President of the
Company since 1993. He joined the Company in 1990 as Accounting Senior.
Valerie C. Elwood, 35, has been Assistant Vice President of the
Company since 1993. She joined the Company in 1987 and has held various
positions in the accounting department.
Janice G. Pouzar, 50, joined the Company as Assistant Vice President-
Retirement Plans in 1993. Prior thereto, she was employed by William M.
Mercer in Richmond, Virginia from 1972 to 1993.
All officers serve at the discretion of the Board of Directors. Each
holds office until the next annual election of officers, which is held at
the meeting of the Board of Directors after the Annual Meeting of
Shareholders, called to be held on May 6, 1997, or until their successors
are elected. There are no family relationships nor any arrangements or
understandings between any officer and any other person pursuant to which
any such officer was selected, except as noted above.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
Information as to market price and dividends per share of Common Stock
and related stockholder matters is incorporated herein by reference to the
material under the headings "Shareholders" and "Market Price of Common
Stock" in the Company's 1996 Annual Report to Shareholders.
ITEM 6. SELECTED FINANCIAL DATA
Information as to selected financial data is incorporated herein by
reference to the material under the heading "Selected Financial Data" in
the Company's 1996 Annual Report to Shareholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Information as to management's analysis of financial condition and
results of operations is incorporated herein by reference to the material
under the heading "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the Company's 1996 Annual Report to
Shareholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The report of independent auditors included on page 13 of Form 10-K
and consolidated financial statements included on pages 16 through 26 of
the Company's 1996 Annual Report to Shareholders are incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information as to the directors of the registrant is incorporated
herein by reference to the material under the heading "Proposal One
Election of Directors" in the Company's definitive Proxy Statement for the
1997 Annual Meeting of Shareholders. Information as to the executive
officers of the registrant is set forth following Item 4 of Part I of this
report.
ITEM 11. EXECUTIVE COMPENSATION
Information as to executive compensation is incorporated herein by
reference to the material included on pages 6 through 11 in the Company's
definitive Proxy Statement for the 1997 Annual Meeting of Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information as to security ownership of certain beneficial owners and
management is incorporated herein by reference to the material under the
headings "Security Ownership of Management" and "Security Ownership of
Certain Beneficial Owners" in the Company's definitive Proxy Statement for
the 1997 Annual Meeting of Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information as to certain relationships and related transactions is
incorporated herein by reference to the material under the heading "Certain
Transactions" in the Company's definitive Proxy Statement for the 1997
Annual Meeting of Shareholders.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) (1) and (2) Financial Statements and Financial Statement Schedules
The following consolidated financial statements of Hilb, Rogal and
Hamilton Company and subsidiaries, included in the Company's 1996 Annual
Report to Shareholders are incorporated herein by reference in Item 8 of
this report:
Consolidated Balance Sheet -- December 31, 1996 and 1995
Statement of Consolidated Income -- Years Ended December 31, 1996, 1995 and
1994
Statement of Consolidated Shareholders' Equity -- Years Ended December 31,
1996, 1995 and 1994
Statement of Consolidated Cash Flows -- Years Ended December 31, 1996, 1995
and 1994
Notes to Consolidated Financial Statements -- December 31, 1996
The following consolidated financial statement schedule of Hilb, Rogal
and Hamilton Company and subsidiaries is included in Item 14(d):
Schedule
Number Description Page
Number
II Valuation and Qualifying Accounts 13
All other schedules for which provision is
made in the applicable accounting regulation
of the Securities and Exchange Commission are
not required under the related instructions
or are inapplicable and therefore have been
omitted.
(3) Exhibits - Index
Exhibit No. Document
3.1 Articles of Incorporation
(incorporated by reference
to Exhibit 4.1 to the
Company's Registration State-
ment on Form S-3, File No.
33-56488, effective March 1,
1994, hereinafter, the Form
S-3)
3.2 Amended and Restated Bylaws
(incorporated by reference to
Exhibit 3.2 to the Company's
Form 10-K for the year ended
December 31, 1995, File No.
0-15981)
10.1 $20,000,000 Credit Agreement
dated February 12, 1996 among
Hilb, Rogal and Hamilton Company,
Certain Banks and Crestar Bank,
as Agent of the Banks (incorporated
by reference to Exhibit 10.1 to the
Company's Form 10-K for the year
ended December 31, 1995, File
No. 0-15981)
10.2 Amendment dated February 24, 1997
to Credit Agreement dated February
12, 1996 among Hilb, Rogal and
Hamilton Company, Certain Banks
and Crestar Bank as Agent of the
Bank
10.3 Incentive Stock Option Plan, as
amended (incorporated by reference
to Exhibit 28.27 of the Form S-3)
10.4 Amendment Number Twelve to
Employment Agreement of Robert H. Hilb
(the Amendment Number 12 is incorp-
orated by reference to Exhibit 10.3 to
the Company's Form 10-K for the year
ended December 31, 1995, File No.
0-15981 and the Employment Agreement
is incorporated by reference to
Exhibit 10.7 to the Company's Form
10-K for the year ended December 31,
1994, File No. 0-15981)
10.5 Employment Agreement of Andrew L. Rogal
(the Employment Agreement is incorporated
by reference to Exhibit 10.4 to the Company's
Form 10-K for the year ended December 31,
1995, File No. 0-15981)
10.6 Hilb, Rogal and Hamilton
Company
1989 Stock Plan, as amended
10.7 Supplemental Executive Retire-
ment Plan (incorporated by reference
to Exhibit 10.9 to the Company's Form 10-K
for the year ended December 31, 1994, File
No. 0-15981)
10.8 Amendment to Hilb, Rogal and Hamilton
Company Supplemental Executive Retirement
Plan (incorporated by reference to
Exhibit 10.6 to the Company's Form
10-K for the year ended December 31,
1995, File No. 0-15981)
10.9 Hilb, Rogal and Hamilton Company
Outside Directors Deferral Plan (incorp-
orated by reference to Exhibit 10.10
to the Company's Form 10-K for the
year ended December 31, 1994, File
No. 0-15981)
11 Statement Regarding Computation
of Per Share Earnings
13 1996 Annual Report to Shareholders
22 Subsidiaries of Hilb, Rogal and
Hamilton Company
23 Consent of Ernst & Young LLP
27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter of 1996.
(c) Exhibits
The response to this portion of Item 14 as listed in Item 14(a)(3)
above is submitted as a separate section of this report.
(d) Financial Statement Schedules
The report of independent auditors and financial statement schedule
(as indexed in Item 14(a)(2)) of this report are as follows:
Report of Ernst & Young LLP, Independent Auditors
Shareholders and Board of Directors
Hilb, Rogal and Hamilton Company
We have audited the consolidated balance sheets of Hilb, Rogal and Hamilton
Company and subsidiaries as of December 31, 1996 and 1995, and the related
consolidated statements of income, shareholders' equity and cash flows for
each of the three years in the period ended December 31, 1996 (incorporated
by reference herein). Our audits also included the financial statement
schedule listed in the index at Item 14(a). These financial statements and
schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial state
ments. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Hilb, Rogal and Hamilton Company and subsidiaries at December
31, 1996 and 1995, and the consolidated results of their operations and
their cash flows for each of the three years in the period ended December
31, 1996, in conformity with generally accepted accounting principles.
Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
/s/ Ernst & Young LLP
Ernst & Young LLP
Richmond, Virginia
February 12, 1997
HILB, ROGAL AND HAMILTON COMPANY
AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
Col. A Col. B Col. C Col. D Col. E
Additions Charged
Balance at Charged to Other Balance
Beginning to Costs Accounts Deductions at End
Description of Period and Expenses (Describe)* (Describe)** of Period
Year ended
December 31, 1996:
Allowance for doubt-
ful accounts....... $1,772,000 $1,276,000 $100,000 $703,000 $2,445,000
Year ended
December 31, 1995:
Allowance for doubt-
ful accounts....... 2,348,000 1,500,000 121,000 2,197,000 1,772,000
Year ended
December 31, 1994:
Allowance for doubt-
ful accounts....... 2,390,000 1,239,000 70,000 1,351,000 2,348,000
______________________
* Recoveries
** Bad debts written off
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant, Hilb, Rogal and Hamilton Company, has
duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
HILB, ROGAL AND HAMILTON COMPANY
By /s/ Robert H. Hilb
Robert H. Hilb, Chairman
Date March 21, 1997
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 in the capacities and on the dates indicated.
Signature Title Date
/s/ Robert H. Hilb Chairman (principal executive March 21, 1997
Robert H. Hilb officer) and Director
/s/ Andrew L. Rogal President and Chief Operating
Andrew L. Rogal Officer March 21, 1997
/s/ Timothy J. Korman Executive Vice President and March 21, 1997
Timothy J. Korman Treasurer (principal financial
officer)
/s/ Carolyn Jones Vice President and Controller March 21, 1997
Carolyn Jones (principal accounting officer)
/s/ Philip J. Faccenda Director March 21, 1997
Philip J. Faccenda
/s/ Robert S. Ukrop Director March 21, 1997
Robert S. Ukrop
Thomas H. O'Brien Director
/s/ J.S.M. French Director March 21, 1997
J.S.M. French
Norwood H. Davis, Jr. Director
/s/ Theodore L. Chandler, Jr. Director March 21, 1997
Theodore L. Chandler, Jr.