United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 21, 2002
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Commission file number 1-11983
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FPIC Insurance Group, Inc.
(Exact name of registrant as specified in its charter)
Florida 59-3359111
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
225 Water Street, Suite 1400, Jacksonville, Florida 32202
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(Address of principal executive offices) (Zip Code)
(904) 354-2482
(Registrant's telephone number, including area code)
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
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10(rr) Amendment No. 2 to the Revolving Credit and Term
Loan Agreement entered into as of November 21,
2002, by and among FPIC Insurance Group, Inc.
(the "Borrower"), the several banks and other
financial institutions from time to time party
thereto (the "Lenders"), SunTrust Bank, in its
capacity as Administrative Agent for the Lenders
and in its capacity as Collateral Agent for the
Lenders and joined by certain subsidiaries of
the Borrower as Subsidiary Guarantors
99 FPIC Insurance Group, Inc. Press Release dated
November 22, 2002
Item 9. Regulation FD Disclosure.
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On November 21, 2002, FPIC Insurance Group, Inc. (NASDAQ: FPIC) (the "Company")
reached an agreement with its lenders regarding an amendment to its Revolving
Credit and Term Loan Agreement (the "Credit Facility") dated August 31, 2001, as
amended. Negotiation of an amendment to the Credit Facility was necessitated by
the Company's noncompliance with a loan covenant following a change in the
Company's financial strength rating by A. M. Best Company from A- (Excellent)
with a negative outlook to B++ (Very Good) with a stable outlook on October 23,
2002. The amendment to the Credit Facility concludes negotiations between the
Company and its lenders on this issue.
Safe Harbor Disclosure for Forward-Looking Statements.
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The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Any written or oral statements made by or on
behalf of the Company may include forward-looking statements, which reflect the
Company's current views with respect to future events and financial performance.
These forward-looking statements are subject to certain uncertainties and other
factors that could cause actual results to differ materially from such
statements. These uncertainties and other factors include, but are not limited
to:
(i) Uncertainties relating to government and regulatory policies
(such as subjecting the Company to insurance regulation or
taxation in additional jurisdictions or amending, revoking or
enacting any laws, regulations or treaties affecting the
Company's current operations);
(ii) The occurrence of insured or reinsured events with a frequency
or severity exceeding the Company's estimates;
(iii) Legal developments, including claims for extra-contractual
obligations or in excess of policy limits in connection with
the administration of insurance claims;
(iv) Developments in global financial markets that could affect the
Company's investment portfolio and financing plans;
(v) Developments in reinsurance markets that could affect the Company's
reinsurance program;
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(vi) The impact of mergers and acquisitions, including the ability to
successfully integrate acquired businesses and achieve cost savings,
competing demands for the Company's capital and the risk of undisclosed
liabilities;
(vii) Risk factors associated with financing and refinancing,
including the willingness of credit institutions to provide
financing and the availability of credit;
(viii) The competitive environment in which the Company operates,
including reliance on agents to place insurance, physicians
electing to practice without insurance coverage, related
trends and associated pricing pressures and developments;
(ix) The actual amount of new and renewal business and market acceptance of
expansion plans;
(x) The impact of surplus constraints on growth;
(xi) Rates charged for insurance products, including rates on excess
policies, being subject to or mandated by regulatory approval;
(xii) The loss of the services of any of the Company's executive officers;
(xiii) Changing rates of inflation and other economic conditions;
(xiv) The uncertainties of the loss reserving process;
(xv) The ability to collect reinsurance recoverables; and
(xvi) Changes in the Company's financial ratings resulting from one or more
of these uncertainties or other factors and the potential impact on
agents' ability to place insurance business on behalf of the Company;
and
other risk factors discussed in the Company's Form 10-Q for the quarter ended
September 30, 2002 filed with the Securities and Exchange Commission on
November 13, 2002.
The words "believe," "anticipate," "foresee," "estimate," "project," "plan,"
"expect," "intend," "hope," "should," "will," "will likely result" or "will
continue" and variations thereof or similar expressions identify forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Signature.
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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 hereunto duly authorized.
FPIC INSURANCE GROUP, INC.
Date: November 22, 2002 By: /s/ John R. Byers
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John R. Byers
President and Chief Executive
Officer
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EXHIBIT INDEX
Exhibit Number Description of Exhibits
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10(rr) Amendment No. 2 to the Revolving Credit and
Term Loan Agreement entered into as of November
21, 2002, by and among FPIC Insurance Group,
Inc. (the "Borrower"), the several banks and
other financial institutions from time to time
party thereto (the "Lenders"), SunTrust Bank,
in its capacity as Administrative Agent for the
Lenders and in its capacity as Collateral Agent
for the Lenders and joined by certain
subsidiaries of the Borrower as Subsidiary
Guarantors
99 FPIC Insurance Group, Inc. Press Release dated
November 22, 2002
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