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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: OCTOBER 14, 1999
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(DATE OF EARLIEST EVENT REPORTED)
INSURANCE MANAGEMENT SOLUTIONS GROUP, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 000-25273 59-3422536
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE (I.R.S. EMPLOYER
INCORPORATION) NUMBER) IDENTIFICATION NUMBER)
360 CENTRAL AVENUE
ST. PETERSBURG, FLORIDA 33701
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(727) 803-2040
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS.
Insurance Management Solutions Group, Inc. (the "Company") is
filing this Current Report on Form 8-K to report certain management
changes occurring since October 14, 1999.
On October 14, 1999, the Company's Board of Directors
increased the size of the Company's Board from nine (9) to ten (10)
members by adding a new Class II directorship. David M. Howard, the
President of the Company, was elected by the Board to fill the vacancy
created thereby, to hold office until the 2002 Annual Meeting of
Shareholders or until his successor is duly elected and qualified.
Mr. Howard, age 38, joined the Company as President in August
1999. Prior to such time, he spent eleven (11) years with Bankers
Insurance Group, Inc. ("BIG"), the Company's majority shareholder and
principal customer. From October 31, 1998 until assuming his duties
with the Company, Mr. Howard served as Senior Vice President of each
of BIG's insurance subsidiaries, namely Bankers Insurance Company,
Bankers Life Insurance Company, Bankers Security Insurance Company and
First Community Insurance Company. From October 1996 until assuming
his duties with the Company, he also served as Senior Vice President
of BIG and President of Bankers Insurance Services, Inc., a subsidiary
of BIG. Mr. Howard served as President of Bankers Hazard Determination
Services, Inc., the flood zone determination services subsidiary of
the Company that was merged into its Geotrac of America, Inc.
("Geotrac") subsidiary, from October 1995 to July 1998, and as
Executive Vice President of Bankers Insurance Services, Inc. from
December 1991 to October 1996. He also has served as a director of
Geotrac since July 1998.
Prior to joining BIG, Mr. Howard spent several years as an
officer in the United States military. He is active in industry
organizations and is a member of the Council of Company Executive
Officers ("CCEO"). Mr. Howard is a graduate of Central Michigan
University.
Also on October 14, 1999, Christopher P. Breakiron, formerly
the acting Chief Financial Officer, Treasurer and Secretary of the
Company, assumed all three positions on a permanent basis. Mr.
Breakiron is also a Vice President of the Company and has served in
such capacity since April 1999. From July 1997 to August 1999, he
served as Controller of the Company. Prior to joining the Company, Mr.
Breakiron worked as a senior auditor with Arthur Andersen LLP.
On the same date, Kathleen M. Batson resigned as Senior Vice
President of the Company in order to become President of IMS Direct,
Inc., a wholly-owned subsidiary of the Company. IMS Direct, Inc. is a
direct response insurance telemarketing agency licensed in all 50
states that can solicit insurance business, provide quotes, complete
applications, bind coverage and service customers for various
insurance providers.
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Effective January 11, 2000, Jeffrey S. Bragg, Executive Vice
President, Chief Operating Officer and a director of the Company,
resigned his positions to pursue personal interests. Mr. Bragg will be
retained by the Company on a consulting basis until July, 2000. As a
result of Mr. Bragg's resignation, the Company's Board of Directors
presently consists of nine (9) members.
On January 18, 2000, Robert G. Gantley was appointed as Chief
Operating Officer and Vice President of the Company, filling the
vacancy created by Mr. Bragg's departure. Mr. Gantley, age 45, served
as Vice President - Claims of Insurance Management Solutions, Inc.,
the Company's principal operating subsidiary, since August 1997. From
August 1997 to June 1998, he also served as Vice President - Claims of
the Company. Mr. Gantley joined BIG in October, 1996 and served as
Vice President - Claims of Bankers Insurance Company, a wholly-owned
subsidiary of BIG, until February 1999. Prior to joining BIG, he was
Assistant Director of the Massachusetts State Lottery from 1993 to
1996 and spent over fifteen (15) years with Allstate Insurance Group,
most recently as a Territorial Claims Manager from 1989 to 1993. Mr.
Gantley is a 1977 graduate of Harvard College and has over eighteen
(18) years experience in the insurance industry.
Also on January 18, 2000, David M. Howard was appointed as
Chief Executive Officer of the Company, replacing David K. Meehan, who
remains the Chairman of the Board of the Company.
A copy of the Company's press release, dated January 31,
2000, announcing certain of the foregoing management changes, as well
as the Company's creation of an E-Solutions division focused on the
development of Internet solutions primarily directed toward the
property and casualty insurance industry, is filed as Exhibit 99 to
this current report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
NOT APPLICABLE
(b) PRO FORMA FINANCIAL INFORMATION.
NOT APPLICABLE
(c) EXHIBITS.
99 PRESS RELEASE, DATED JANUARY 31, 2000
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SIGNATURE
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 thereunto duly authorized.
INSURANCE MANAGEMENT SERVICES GROUP, INC.
By: /s/ David M. Howard
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David M. Howard
President and Chief Executive Officer
Date: February 3, 2000
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99 Press Release, dated January 31, 2000
E-1