OMNI INSURANCE GROUP, INC. EXHIBIT 99.1
FACTORS AFFECTING FORWARD LOOKING STATEMENTS
The following factors, in addition to the other information available
regarding the Company, should be carefully considered by investors and
prospective investors.
Nature of Property and Casualty Insurance Industry
The property and casualty insurance industry, including the business of
marketing and underwriting non-standard automobile insurance, is affected by
various factors. Many of these factors are beyond the Company's control and
can adversely affect the Company's results of operations. Aggressive pricing
by competitors can result in downward pressure on rates. State regulation of
rates can limit the Company's discretion with respect to the pricing of its
products. Pricing cycles and overcapacity in the industry can result in
reduced rates. General economic conditions, including interest rate
fluctuations, and reduced levels of economic activity may adversely affect the
Company. Judicial decisions relating to insurance coverage issues and the
amount of compensation payable with respect to injuries can also have an
adverse impact on the Company's operations. See "Selected Consolidated
Financial Data," "Management's Discussion and Analysis of Financial Conditions
and Results of Operations" and "Business."
Regulation
Extensive laws and regulations of the states in which the Company conducts
operations govern many aspects of its business, including, but not limited to,
licensing, payment of dividends, establishment of rates, transfer of control
and the Company's participation in residual markets such as assigned risk
pools. Changes in such laws and regulations or the adoption of new laws or
consumer initiatives regarding rates charged for automobile insurance coverage
or other matters could have a material adverse affect on the operations of the
Company. State agencies and officials responsible for administering such laws
and regulations have broad powers which they exercise primarily for the
protection of policyholders. See "Business - Regulation."
The insurance laws of most states, including Illinois, Omni Insurance
Company's state of domicile, regulate the ability of insurers domiciled in
such states as to the payment of dividends or other distributions to stock
holders. Thus, the ability of the Company to receive dividends from Omni
Insurance Company is subject to significant limitations imposed by Illinois
law. See "Market for the Registrant's Common Equity and Related Stockholder
Matters."
Illinois insurance laws and regulations provide that no person may acquire
control of the Company, and thus control of Omni Insurance Company or Omni
Indemnity Company, without obtaining the prior approval of the Commissioner of
Insurance of the State of Illinois (the "Commissioner"). Under Illinois law,
any person acquiring ten percent or more of the voting securities of an
insurance holding company is deemed to have acquired control of that company
and, consequently, is required to obtain the approval of the Commissioner
before consummating such acquisitions.
Loss and Loss Adjustment Expense Reserves
Non-standard automobile risks have higher than average loss costs and a higher
loss frequency than preferred or standard risks. Amounts established by the
Company for loss and loss adjustment expense reserves are estimates of future
costs based on many variables, including historical and statistical
information, inflation, legal developments, economic conditions and general
trends in severity and frequency of claims. Future upward adjustments to loss
and loss adjustment expense reserves which are not anticipated by management
could have a material adverse impact upon the Company's financial condition
and results of operations. The Company engages an independent actuary to
review and certify its reserves on an annual basis. See "Business - Loss and
Loss Adjustment Expense Reserves."
Competition
The property and casualty insurance industry is highly competitive and the
Company competes with many national and regional insurers. Many of the
Company's competitors have greater financial marketing resources than the
Company. Certain of the Company's competitors may from time to time seek to
acquire or increase market share by pricing their products at levels below
those required for profitability, thereby creating downward pressure on
pricing. Downward pressure on pricing can also result from competitors
establishing rates based upon insufficient or faulty actuarial data. The
Company believes it can compete successfully notwithstanding such factors, but
such occurrences may nevertheless adversely affect the Company and cause
fluctuations in the Company's results of operations. See "Business -
Competition."
Expansion
The Company's future growth will depend on its ability to expand further in
states where it presently does business and to enter other states. This
expansion may be achieved through the acquisition of other companies. There
can be no assurance that the Company will be able to identify suitable
acquisition candidates available for sale at reasonable prices, consummate any
acquisition or successfully integrate any acquired business into the Company's
operations. Future acquisitions may also result in potentially dilutive
issuances of equity securities, the incurrence of debt, and the amortization
of expenses related to goodwill and other intangible assets, all of which
could have a material adverse effect on the Company.
Concentration of Revenues
Significant segments of the Company's gross premiums written in recent years
have been in the states of Florida, Texas, Virginia and Alabama. The loss of
any of these state segments, whether due to regulatory changes or other
reasons, would have a material adverse effect on the Company's operations and
financial results. A significant portion of the Company's business in Texas
in 1996 was written through an independent agency which accounted for 11.8% of
the Company's total gross premiums for the year ended 1996. The loss of this
agency or of any significant group of independent agents would have a material
adverse effect on the Company's operations and financial results. See
"Business - Overview," "Business - Growth Strategy" and "Business -
Marketing."
Reinsurance
The Company maintains excess of loss and catastrophe reinsurance. Under the
excess of loss reinsurance agreement, the Company's liability for any single
occurrence is generally limited to the statutory minimum limits of coverage.
The reinsurer providing the Company's excess of loss coverage is rated A++ by
Best. Under the catastrophe reinsurance agreement, a reinsurer rated A+ by
A.M. Best reinsures 80% of all comprehensive premiums and provides coverage in
the event of large weather-related losses. Each of the assuming reinsurers is
liable to the extend of the reinsurance ceded; however, in the event such
reinsurer does not pay its portion of the loss, the Company, as the ceding
insurer, would be responsible for the entire loss. See "Business -
Reinsurance."
Reliance on Management
The Company is and will be heavily dependent upon its senior management and
the loss of services of one or more of such executives could adversely affect
the Company. The president of the Company has entered into an employment
contract with the Company. The chairman and chief executive officer of the
Company is the Company's majority stockholder. See "Directors and Executive
Officers of the Registrant" and "Security Ownership of Certain Beneficial
Owners and Management."
Limitations on Change in Control
Illinois law requires that any acquisition of control of the Company be
approved in advance by the Commissioner. Such requirement could discourage
efforts to effect a change in control of the Company. See "Business -
Regulation."
Control by Certain Stockholder
Dudley L. Moore, Jr., the Company's majority stockholder, owns [2,950,000]
shares of Common Stock, representing approximately [51.8%] of all such shares
outstanding. As a result, Mr. Moore has the ability to control the election
of the Company's directors, influence fundamental corporate actions, and
effectively to control the Company. Mr. Moore's ownership of a majority of
the Company's outstanding voting securities and his ability to control the
outcome of proposals requiring stockholder approval could have the effect of
preventing a change in control of the Company and permit Mr. Moore to cause or
prevent significant corporate actions, even if such actions would be
beneficial to the interests of other stockholders. See "Directors and
Executive Officers of the Registrant" and "Security Ownership of Certain
Beneficial Owners and Management."