UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to _______________________
Commission file number 0-8738
BANCINSURANCE CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 31-0790882
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
250 East Broad Street,
Columbus, Ohio 43215
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (614) 228-2800
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange
On Which Registered
NONE NONE
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Securities registered pursuant to
Section 12(g) of the Act:
COMMON SHARES, WITHOUT PAR VALUE
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(Title of Class)
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 is not contained herein, and will not be contained, to the
best of the 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 an accelerated filer (as
defined in Rule 12b-2 of the Act).
YES [ ] NO [X]
The aggregate market value of the registrant's Common Shares held by
non-affiliates of the registrant as of the last business day of the registrant's
most recently completed second fiscal quarter was $10,803,620.
The number of the registrant's Common Shares outstanding as of February 21, 2003
was 5,000,291.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Shareholders for the fiscal year
ended December 31, 2002 are incorporated by reference into Part II of this
report.
Portions of the Proxy Statement to be filed in connection with the solicitation
of proxies for the Annual Meeting of Shareholders to be held on June 2, 2003 are
incorporated by reference into Part III of this report.
BANCINSURANCE CORPORATION AND SUBSIDIARIES
2002 FORM 10-K
TABLE OF CONTENTS
Page
PART I
Item 1. Business................................................................................ 3
Item 2. Properties.............................................................................. 7
Item 3. Legal Proceedings....................................................................... 7
Item 4. Submission of Matters to a Vote of Security Holders..................................... 7
PART II
Item 5. Market for the Registrant's Common Shares and Related
Shareholder Matters................................................................. 7
Item 6. Selected Financial Data................................................................. 8
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations................................................. 8
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk................................................................................ 8
Item 8. Consolidated Financial Statements and Supplementary Data................................ 8
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure................................................. 8
PART III
Item 10. Directors and Executive Officers of the Registrant...................................... 8
Item 11. Executive Compensation.................................................................. 8
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Shareholder Matters.......................................... 8
Item 13. Certain Relationships and Related Transactions.......................................... 9
Item 14. Controls and Procedures................................................................. 9
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on
Form 8-K............................................................................ 9
PART I
Item 1. Business
GENERAL
Bancinsurance Corporation is an Ohio insurance holding company primarily engaged
in the underwriting of specialized insurance products through our wholly-owned
subsidiary, Ohio Indemnity Company ("Ohio Indemnity"). Ohio Indemnity is
licensed to transact business in 47 states and the District of Columbia and on a
surplus lines basis in Texas. We are also engaged in the municipal code
publishing business and offer a wide range of municipal code publishing services
for state and local governments through our wholly-owned subsidiary, American
Legal Publishing Corporation ("ALPC"), an Ohio corporation which was acquired in
February 2000. In addition, our wholly-owned subsidiary, Ultimate Services
Agency, LLC ("USA"), an Ohio limited liability company which we formed in July
2002, is a property/casualty insurance agency. Financial information for our
business segments for the three years ended December 31, 2002 is included in
Note 24 to the Consolidated Financial Statements in our 2002 Annual Report.
PRODUCTS
Ohio Indemnity Company
The majority of our net premiums written and premiums earned are derived from
two distinct lines of business offered by Ohio Indemnity; (1) products designed
for automobile lenders/dealers and (2) unemployment insurance protection
products. In 2002, we had net premiums earned of $40,882,237 with 88%
attributable to our lender/dealer products and 12% attributable to our
unemployment insurance protection products.
Lender/Dealer Products. Our automobile lender/dealer group offers two types of
products. First, ultimate loss insurance, a form of physical damage single
interest collateral protection insurance, is sold to lending institutions, such
as banks, savings and loan associations, credit unions, automobile dealers and
finance companies. Ultimate loss insurance insures against damage to pledged
collateral in cases where the collateral is not otherwise insured. Our standard
ultimate loss insurance policy covers physical damage to the collateral in an
amount not to exceed the lesser of the collateral's fair market value or the
outstanding loan balance. This blanket single interest collateral protection
policy is generally written to cover the lending institution's complete
portfolio of collateralized personal property loans, which generally consist of
automobile loans. Certain ultimate loss insurance policies are eligible for
experience rated and return premium refunds based on comparisons between actual
and expected losses. We also offer supplemental insurance coverages, at
additional premium cost, for losses resulting from unintentional errors in lien
filings and conversion, confiscation and skip risks. Conversion risk coverage
protects the lender from unauthorized and wrongful taking of the lender's
collateral. Skip risk coverage protects the lender when a delinquent debtor
disappears with the loan collateral.
During 2002, we began issuing creditor placed insurance policies. These policies
provide an alternative to our traditional blanket vendor single interest
product. While both products cover the risk of damage to uninsured collateral in
a lender's automobile loan portfolio, creditor placed, ultimate loss insurance
covers an automobile lender's loan portfolio through tracking individual
borrowers' insurance coverage. When cancellation or expiration notices are
received by the lender, the lender purchases physical damage coverage for that
loan. The lender then charges the premium to the borrower. The National
Association of Insurance Commissioners developed a "model act" for creditor
placed insurance in 1996 and several states have adopted its provisions. The
model act helped to clarify program parameters that are acceptable to
regulators. Our creditor placed ultimate loss insurance product complies with
the model act.
During 2002, we provided ultimate loss insurance coverage to approximately 483
lending institutions. The premiums charged for ultimate loss insurance reflect
claims experience, loan volumes and general market conditions. Ultimate loss
insurance products represented 86% of our net premiums earned during 2002. Two
ultimate loss insurance customers represented 14.2% and 11.3% of our net
premiums earned in 2002, respectively.
Second, Guaranteed Auto Protection ("GAP") insures the difference or gap between
the outstanding balance of a loan or lease and the actual cash value of a
vehicle that is involved in a total loss. Such a loss can result from a
collision or theft. GAP amounts result from the way loans and leases amortize
compared to depreciation patterns of vehicles. Leasing, low or no down payment
loans, long term loans (60-84 months) and low trade-in prices contribute to
create such difference or gap amounts.
3
GAP insurance policies insure lenders, lessors and auto dealers who waive GAP
amounts and elect to purchase GAP insurance to cover the risk assumed by making
the waiver. We offer two primary forms of GAP insurance products. First,
voluntary GAP insurance policies are sold to lenders, lessors and auto dealers
who in turn sell such policies directly to the borrower when a vehicle is
purchased or leased. Second, blanket GAP insurance policies are sold to lessors,
who typically waive GAP amounts on all of their leases.
Auto dealers frequently sell GAP waivers. This is a result of their dual role as
selling agent for the vehicle and lender through their Finance and Insurance
Department. Our GAP product is filed and approved in 45 states. During 2002, we
provided GAP coverage to approximately 161 lenders, lessors and dealers. GAP
products represented 2% of our net premiums earned during 2002.
Unemployment Insurance Protection Products. Unemployment compensation insurance
is mandated by federal law and administered by state departments of labor or
similar departments. The customers for our unemployment insurance protection
products are employers eligible to reimburse their unemployment insurance
obligations to the state. Frequently, such employers are not-for-profit or
public sector entities. We currently offer three types of products to meet the
unemployment compensation requirements of not-for-profit and public sector
employers. These include; bonded service, excess of loss and mandated bonds.
We began insuring bonded service in 1989. Bonded Service is utilized by
not-for-profit entities which reject paying the unemployment compensation tax
and instead reimburse the state unemployment agencies for benefits paid by the
agency to former employees. Bonded service can be a less costly alternative to
the state unemployment insurance tax system since the rating is based on the
employer's own experience. Certain national cost containment firms provide
programs to assure that reimbursing employers discharge their unemployment
compensation commitments. Service is differentiated through the technical
support that is provided as well as recommendations concerning the customer's
deductibles and retention rates. Ohio Indemnity bonds these firms for their
program responsibilities.
We added our excess of loss unemployment insurance protection product in 1992 as
our second unemployment insurance protection product. This product is provided
to groups of not-for-profit entities under trust arrangements. It permits
employers to declare reimbursing status to fulfill their unemployment insurance
obligations, while also protecting their assets against higher than anticipated
claims. Large not-for-profit organizations can obtain individual excess of loss
coverage, which is individually underwritten. It also includes an attachment
point specific to each employer's experience. For smaller, not-for-profit
employers, this coverage can be obtained through participation in a trust with
other small, not-for-profit organizations. Examples of value-added services of
this approach include risk management of individual and aggregate stop loss,
mandated surety bonds, a proprietary reserve account, professional claims
management and personnel advisory services.
We also underwrite state mandated surety bonds, which are required by certain
state departments of labor. These bonds are generally written as a companion to
other unemployment protection products. During 2001, we assumed bail bond
coverage in New Jersey.
American Legal Publishing Corporation
Municipal Code Publishing. ALPC publishes, supplements, and distributes codes of
ordinances for municipalities throughout the United States. Certain states
require municipalities and/or counties to have a code of ordinances. ALPC has
developed and markets a "Basic Code of Ordinances" for smaller municipalities
and counties. The "Basic Code of Ordinances" enables municipalities and counties
to fulfill the state requirements and also realize economic benefits from having
a code of ordinances. ALPC also provides information management services to more
than 1,500 municipalities and counties nationwide as well as state governments.
These information management services include electronic publishing, document
imaging and internet hosting services.
In addition, ALPC provides codification services, including review of municipal
ordinances, at the client's request, to determine if there are potential
conflicts between state and federal laws, state and federal constitutions, and
state and federal court decisions; review of specific ordinances of the client
to make certain that they do not conflict with other ordinances or its charter,
if one exists; and preparation of recommendations for clients concerning
changes, additions or deletions to their ordinances.
4
Ultimate Services Agency, LLC.
Insurance Agency. In July 2002, we formed USA to act as an agency for placing
property and casualty insurance policies offered and written by Ohio Indemnity
and by other property and casualty insurance companies.
COMPETITION
The insurance business is highly competitive with approximately 3,000
property/casualty insurance companies in the United States. The majority of such
property/casualty insurers are not engaged in the specialty lines of insurance
which we underwrite. Some of our competitors offer more diversified insurance
coverage and have greater financial resources than our company, and may offer
lower premiums, more complete and complex product lines, greater pricing
flexibility, different marketing techniques or better agent compensation.
Management believes that one of our competitive advantages is specializing in
limited insurance lines. This specialization allows us to refine our
underwriting and claims techniques, which in turn, provides agents and insureds
with superior service.
Insurers who have designed coverages for reimbursing employers with loss
limitation features similar in concept to our unemployment insurance protection
product provide indirect competition for our unemployment insurance protection
products. We believe that our unemployment insurance protection products have
cost savings and other features which enable the products to compete effectively
against providers of loss limitation coverages.
Approximately 19 companies are engaged in the municipal code publishing
business. Five of such companies operate on either a national or regional basis,
with the remainder serving clients only within a relatively small geographic
area. ALPC currently represents approximately 1,500 local governmental units in
40 states.
There can be no assurance that we will not face additional competition in our
markets from new or existing competitors.
REINSURANCE
In the ordinary course of business, we assume and cede reinsurance with other
insurers and reinsurers. Such arrangements serve to enhance our capacity to
write business, provide greater diversification and limit our maximum loss
arising from large risks. Although reinsurance does not discharge the original
insurer from its primary liability to its policyholders, it is the practice of
insurers for accounting purposes to treat reinsured risks as risks of the
reinsurer. The primary insurer would only reassume liability in those situations
where the reinsurer is unable to meet the obligations it assumed under the
reinsurance agreements. The ability to collect reinsurance is subject to the
solvency of the reinsurers.
Our ceded reinsurance transactions are attributable to an ultimate loss
insurance policy. We cede 100% of the aggregate losses arising under the
insurance policy, provided we shall be responsible for aggregate losses in
excess of 125% of the preceding 12 months earned premiums to a maximum aggregate
limit of liability of $2 million. In addition, we assumed a 15% quota share
participation in the gross liability of an insurer covering bail bond business.
Premiums for reinsurance ceded and assumed by Ohio Indemnity in 2002 were 1% and
1% of earned premiums, respectively. Ceded reinsurance decreased commission
expense by $132,344 in 2002.
REGULATION
Insurance Company Regulation
Ohio Indemnity, as an Ohio property/casualty insurance company, is subject to
the regulatory supervision of the Ohio Department of Insurance. In addition,
Ohio Indemnity is subject to regulation in each jurisdiction in which it is
licensed to write insurance. In general, such regulation is designed to protect
the interests of insurance policyholders.
Such regulation relates to, among other matters: licensing of insurers and their
agents; authorized lines of business; capital and surplus requirements and
general standards of solvency; financial reports; reserve requirements;
underwriting limitations; investment criteria; transactions with affiliates;
dividend limitations; changes in control and a variety of other financial and
nonfinancial matters.
5
We are subject to the Ohio Insurance Holding Company System Regulatory Act, as
amended (the "Ohio Insurance Holding Company Act"), which requires that a 10-day
notice of the proposed payment of any dividends or other distributions by Ohio
Indemnity be given to the Ohio Superintendent of Insurance. If such dividends or
distributions, together with any other dividends or distributions made within
the preceding 12 months, exceed the greater of: (1) 10% of Ohio Indemnity's
statutory surplus as of the immediately preceding December 31 or (2) the net
income of Ohio Indemnity for the immediately preceding calendar year, a 30-day
notice of the proposed dividend or distribution is required to be given to the
Superintendent. The Superintendent may disapprove the dividend or distribution
within the 10-day period following receipt of such notice.
Most states have insurance laws requiring that rate schedules and other
information be filed with the state's regulatory authority, either directly or
through a rating organization with which the insurer is affiliated. The
regulatory authority may disapprove of a rate filing if it finds that the rates
are inadequate, excessive or unfairly discriminatory. Rates vary by class of
business, hazard assumed and size of risk, and are not necessarily uniform for
all insurers. Many states have recently adopted laws which limit the ability of
insurance companies to increase rates. To date, such limitations have not had a
material impact on us, and we have no knowledge of any such limitations that may
materially affect our future results of operations. However, there can be no
assurance that such limitations will not have a material adverse affect on our
results of operations in the future.
All insurance companies must file annual statements in states where they are
authorized to do business and are subject to regular and special examinations by
the regulatory agencies of those states. On June 20, 1997, the Ohio Department
of Insurance issued its triennial examination report on Ohio Indemnity for the
three-year period ended December 31, 1996. In its report, the Ohio Department of
Insurance reported that the financial statements set forth in the report
reflected the financial condition of Ohio Indemnity. We are not aware of any
recommendations by regulatory authorities which, if implemented, would have a
material adverse effect on our liquidity, capital resources or results of
operations. The Ohio Department of Insurance is currently conducting a financial
examination for the period January 1, 1997 through September 30, 2002.
Numerous states require deposits of assets by insurance companies to protect
policyholders. Such deposits must consist of securities which comply with
standards established by the particular state's insurance department. As of
December 31, 2002, we have securities with a fair value of approximately
$4,412,092 deposited with eleven state insurance departments. The deposits,
typically required by a state's insurance department on admission to do
insurance business in such state, may be increased periodically as mandated by
applicable statutory or regulatory requirements.
Ohio Insurance Holding Company System Regulation
Pursuant to the Ohio Insurance Holding Company Act no person may acquire,
directly or indirectly, 10% or more of the outstanding voting securities of Ohio
Indemnity, unless the Ohio Superintendent of Insurance has approved such
acquisition. The determination of whether to approve any such acquisition is
based on a variety of factors, including an evaluation of the acquirer's
financial condition, the competence of its management and whether competition in
Ohio would be reduced. In addition, under the Ohio Insurance Holding Company
Act, certain material transactions involving Bancinsurance and Ohio Indemnity
must be disclosed to the Ohio Superintendent of Insurance not less than 30 days
prior to the effective date of the transaction. The Superintendent may elect not
to approve such transaction within such 30-day period if it does not meet the
required standards. Transactions requiring approval by the Superintendent
include sales, purchases, or exchanges of assets; loans and extensions of
credit; and investments not in compliance with statutory guidelines. Ohio
Indemnity is also required under the Ohio Insurance Holding Company Act to file
periodic and updated statements reflecting the current status of its holding
company system, the existence of any related-party transactions and certain
financial information relating to any person who directly or indirectly controls
(presumed to exist with 10% voting control) Ohio Indemnity. We believe that we
are in compliance with the Ohio Insurance Holding Company Act and the related
regulations.
National Association of Insurance Commissioners
All states have adopted the financial reporting form of the National Association
of Insurance Commissioners ("NAIC"), which form is typically referred to as the
NAIC "annual statement." In addition, most states, including Ohio, generally
defer to NAIC with respect to statutory accounting practices and procedures. In
this regard, NAIC has a substantial degree of practical influence and is able to
accomplish quasi-legislative initiatives through amendments to the NAIC annual
statement and applicable statutory accounting practices and procedures. The
State of Ohio requires that insurance companies domiciled in the State of Ohio
prepare their statutory basis financial statements in accordance with the NAIC
Accounting Practices and Procedures Manual.
6
The NAIC applies a Risk Based Capital test to property/casualty insurers. Ohio
also applies the NAIC Risk Based Capital test. The Risk Based Capital test
serves as a benchmark of an insurance enterprise's solvency by establishing
statutory surplus targets which will require certain Bancinsurance level or
regulatory level actions. Based on our analysis, we believe that our total
adjusted capital is in excess of all required action levels and that no
corrective action will be necessary.
PENDING LEGISLATION
The insurance industry is under continuous review by state and federal
legislatures and regulatory authorities. From time to time, various legislative
and regulatory changes have been proposed in the insurance industry which could
effect insurers and reinsurers. Among the proposals that have in the past been,
or are at present being, considered are the possible introduction of federal
regulation in addition to, or in lieu of, the current system of state regulation
of insurers, and other possible restrictions on insurance transactions with
unlicensed insurers. We cannot predict whether any of these proposals will be
adopted, the form in which any of these proposals would be adopted or the
impact, if any, adoption would have on us.
EMPLOYEES
As of February 21, 2003, we employed 63 full-time employees and one part-time
employee. None of our employees are represented by a collective bargaining
agreement, and we are not aware of any efforts to unionize our employees.
SERVICE MARKS
We have developed common law rights in its service mark, "ULTIMATE LOSS
INSURANCE," which is registered in Ohio. We have developed common law rights
for, "BI BANCINSURANCE CORPORATION" (stylized letters) in each state in which
Bancinsurance has been operating. While these service marks are important to us,
we do not consider a material part of our business to be dependent on any one of
them.
Item 2. Properties
As of February 21, 2003, we lease a total of approximately 18,056 square feet of
office space in two locations. We lease 11,868 square feet in Columbus, Ohio for
our headquarters pursuant to a lease that commenced on January 1, 2001 and
expires on December 31, 2008. The lease provides for monthly rent of $13,230.
ALPC leases 6,188 square feet in Cincinnati, Ohio pursuant to a lease that
expires on July 31, 2004. The lease provides for monthly rent of $6,327, net of
reimbursements payable to the lessor for cost of maintenance and operation of
the building.
Item 3. Legal Proceedings
There are no material legal proceedings instituted, pending or, to the best of
our knowledge, threatened against Bancinsurance, its subsidiaries or against any
of their assets, interests or rights, or against any officer, director or
employee of any of them that in any such case, if decided adversely, could
reasonably be expected to have, individually or in the aggregate, a material
adverse effect. Neither Bancinsurance nor any of its subsidiaries is a party to
any order, judgment or decree which has had or could reasonably be expected to
have a material adverse effect on Bancinsurance or such subsidiary.
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 ended December 31, 2002.
PART II
Item 5. Market for the Registrant's Common Shares and Related Shareholder
Matters
The information required by this item is included under the caption "Market
Information," "Holders" and "Dividends" in our 2002 Annual Report and is
incorporated herein by reference.
7
Item 6. Selected Financial Data
The information required by this Item 6 is included under the caption "Selected
Financial Data" in our 2002 Annual Report and is incorporated herein by
reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The information required by this Item 7 is included under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in our 2002 Annual Report and is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The information required by this Item 7A is included under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in our 2002 Annual Report and is incorporated herein by reference.
Item 8. Consolidated Financial Statements and Supplementary Data
Our consolidated balance sheets as of December 31, 2002 and 2001, and our
consolidated statements of income, comprehensive income, shareholders' equity
and cash flows for each of the three years ended December 31, 2002, 2001 and
2000 and the notes to the financial statements, together with the independent
auditors' report thereon, are included in our 2002 Annual Report and are
incorporated herein by reference.
Our Financial Statement Schedules and the Independent Auditor's Consent and
Report on the Financial Statement Schedules are included in Item 15 hereof.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
There have been no changes in or disagreements with accountants during each of
the two fiscal years ended December 31, 2002 and 2001.
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required by this Item 10 is included under the captions
"Election of Directors," "Executive Officers of the Company" and "Section 16(a)
Beneficial Ownership Reporting Compliance" in our Proxy Statement relating to
the 2003 Annual Meeting of Shareholders and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by this Item 11 is included under the captions
"Election of Directors" and "Executive Compensation" in our Proxy Statement
relating to the 2003 Annual Meeting of Shareholders and is incorporated herein
by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Shareholder Matters
Equity Compensation Plan Information
The following table sets forth the number of our common shares issuable upon
exercise of outstanding options under our equity compensation plans, the
weighted-average exercise price of the outstanding options under our equity
compensation plans and the number of our common shares remaining available for
future issuance under our equity compensation plans, each as of December 31,
2002. Each of our equity compensation plans has been approved by our
shareholders.
8
(a) (b) (c)
Number of securities remaining
Number of securities to Weighted average available for future issuance
be issued upon exercise exercise price of under equity compensation plans
of outstanding options, outstanding options, (excluding securities reported in
Plan category warrants and rights warrants and rights column a)
------------- ----------------------- ------------------- ---------------------------------
Equity compensation plans
approved by shareholders......... 487,900 $ 4.73 555,000
Equity compensation plans
not approved by shareholders..... None None None
------- ------- -------
Total...................... 487,900 $ 4.73 555,000
======= ======= =======
Other information required by this Item 12 is included under the caption
"Principal Shareholders" in our Proxy Statement relating to the 2003 Annual
Meeting of Shareholders and in the notes to the Consolidated Financial
Statements in our 2002 Annual Report and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
None.
Item 14. Controls and Procedures
Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we have
evaluated our disclosure controls and procedures (as defined in Rules 13a-14 and
15d-14 of the Securities Exchange Act of 1934, as amended) as of a date within
90 days prior to the filing date of this Annual Report on Form 10-K. Based upon
that evaluation, our principal executive officer and principal financial officer
concluded that such disclosure controls and procedures are effective. There have
not been any significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the date of our
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements
The following financial statements, which are included in our
2002 Annual Report, have been incorporated herein by reference
as set forth in Item 8 of Part II of this report:
Consolidated Balance Sheets as of December 31, 2002 and 2001
Consolidated Statements of Income for the years ended December
31, 2002, 2001 and 2000
Consolidated Statements of Comprehensive Income for the years
ended December 31, 2002, 2001 and 2000
Consolidated Statements of Shareholders' Equity for the years
ended December 31, 2002, 2001 and 2000
Consolidated Statements of Cash Flows for the years ended
December 31, 2002, 2001 and 2000
Notes to the Consolidated Financial Statements
Report of Independent Auditors
9
(2) Financial Statement Schedules
The following financial statement schedules are included in
this Item 15 of Part IV of this report:
Schedule I -- Summary of investments - other than
investments in related parties
Schedule II -- Condensed financial information of
Bancinsurance Corporation (Parent
Company Only)
Independent Auditors' Consent (filed as Exhibit
23(a)).
All other schedules are omitted because of the absence of
conditions under which they are required or the required
information is given in the consolidated financial statements
or notes thereto.
(3) Exhibits
The following exhibits required by Item 601 of Regulation S-K
are filed as part of this report. For convenience of
reference, the exhibits are listed according to the numbers
appearing in the Exhibit Table to Item 601 of Regulation S-K.
3(a) Amended and Restated Articles of Incorporation of
Bancinsurance Corporation (reference is made to
Exhibit 3(a) of Form 10-K for the fiscal year ended
December 31, 1984 (file number 0-8738), which is
incorporated herein by reference).
3(b) Certificate of Amendment to the Amended and Restated
Articles of Incorporation of Bancinsurance
Corporation dated March 10, 1993 (reference is made
to Exhibit 3(b) of Form 10-K for the fiscal year
ended December 31, 2001 (file number 0-8738), which
is incorporated herein by reference).
3(c) Amended and Restated Articles of Incorporation of
Bancinsurance Corporation (reflecting amendments
through March 10, 1993)(for SEC reporting purposes
only) (reference is made to Exhibit 3(c) of Form 10-K
for the fiscal year ended December 31, 2001 (file
number 0-8738), which is incorporated herein by
reference).
3(d) Amended and Restated Code of Regulations of
Bancinsurance Corporation (reference is made to
Exhibit 3(b) of Form 10-K for the fiscal year ended
December 31, 1984 (file number 0-8738), which is
incorporated herein by reference).
4(a) Credit Agreement dated January 25, 1993 by and
between Bancinsurance Corporation and The Fifth Third
Bank of Columbus, Ohio (reference is made to Exhibit
4(a) of Form 10-K for the fiscal year ended December
31, 2001 (file number 0-8738), which is incorporated
herein by reference).
4(b) First Amendment to Credit Agreement dated November 5,
1993 by and between Bancinsurance Corporation and The
Fifth Third Bank of Columbus, Ohio (reference is made
to Exhibit 4(b) of Form 10-K for the fiscal year
ended December 31, 2001 (file number 0-8738), which
is incorporated herein by reference).
4(c) Second Amendment to Credit Agreement dated October
19, 1994 by and between Bancinsurance Corporation and
The Fifth Third Bank of Columbus, Ohio (reference is
made to Exhibit 4(c) of Form 10-K for the fiscal year
ended December 31, 2001 (file number 0-8738), which
is incorporated herein by reference).
4(d) Third Amendment to Credit Agreement dated November
24, 1999 by and between Bancinsurance Corporation and
The Fifth Third Bank of Columbus, Ohio (reference is
made to Exhibit 4(d) of Form 10-K for the fiscal year
ended December 31, 2001 (file number 0-8738), which
is incorporated herein by reference).
4(e) Fourth Amendment to Credit Agreement dated December
11, 2000 by and between Bancinsurance Corporation and
The Fifth Third Bank of Columbus, Ohio (reference is
made to Exhibit 4(e) of Form 10-K for the fiscal year
ended December 31, 2001 (file number 0-8738), which
is incorporated herein by reference).
4(f) Fifth Amendment to Credit Agreement dated July 1,
2002 by and between Bancinsurance Corporation and The
Fifth Third Bank of Columbus, Ohio (reference is made
to Exhibit 4(f) of Form 10-Q for the fiscal quarter
ended June 30, 2002 (file number 0-8738), which is
incorporated herein by reference).
4(g)* Indenture dated as of December 4, 2002 by and between
Bancinsurance Corporation and State Street Bank and
Trust Company of Connecticut, National Association.
10
4(h)* Amended and Restated Declaration of Trust dated as of
December 4, 2002 by and among Bancinsurance
Corporation, State Street Bank and Trust Company of
Connecticut, National Association, John Sokol, Si
Sokol and Sally Cress.
4(i)* Guarantee Agreement dated as of December 4, 2002 by
and between Bancinsurance Corporation and State
Street Bank and Trust Company of Connecticut,
National Association.
10(a) Amended Tax Allocation Agreement by and between
Bancinsurance Corporation and Ohio Indemnity Company
(reference is made to Exhibit 10(d) of Form 10-K for
the fiscal year ended December 31, 1983 (file number
0-8738), which is incorporated herein by reference).
10(b) Amended and Restated Unemployment Compensation
Administration Agreement by and between Ohio
Indemnity Company and The Gibbens Co., Inc.
(reference is made to Exhibit 10(e) of Form 10-K/A
for the fiscal year ended December 31, 1992 (file
number 0-8738), which is incorporated herein by
reference).
10(c)# Bancinsurance Corporation 1984 Stock Option Plan
(reference is made to Exhibit 10(d) of Form 10-K for
the fiscal year ended December 31, 1984 (file number
0-8738), which is incorporated herein by reference).
10(d)# Bancinsurance Corporation 1994 Stock Option Plan
(reference is made to Exhibit 10(f) of Form 10-Q for
the fiscal quarter ended June 30, 1994 (file number
0-8738), which is incorporated herein by reference).
10(e)# Employment Agreement dated May 17, 2000 by and
between Ohio Indemnity Company and Daniel J. Stephan
(reference is made to Exhibit 10(g) of Form 10-Q for
the fiscal quarter ended March 31, 2002 (file number
0-8738), which is incorporated herein by reference).
10(f)# Bancinsurance Corporation 2002 Stock Incentive Plan
(reference is made to Exhibit 10 of Form S-8 dated
June 28, 2002 (file number 333-91396), which is
incorporated herein by reference).
13(a)* Annual Report to Shareholders for the year ended
December 31, 2002.
21* Subsidiaries of the Registrant as of December 31,
2002
23(a)* Consent of Ernst & Young LLP
99.1* Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
99.2* Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
- ------------------------
* Filed with this Annual Report.
# Constitutes a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this Annual
Report on Form 10-K.
(b) Reports on Form 8-K
The Registrant filed a current report on Form 8-K dated
December 4, 2002 reporting under "Item 9. Regulation FD
Disclosure" that the Registrant issued a press release
announcing that it raised $8,000,000 of capital through the
issuance of floating rate trust preferred securities by BIC
Statutory Trust I, a special purpose business trust subsidiary
formed by the Registrant.
(c) Exhibits
See Item 15(a)(3).
(d) Financial Statement Schedules
See Item 15(a)(2).
11
BANCINSURANCE CORPORATION AND SUBSIDIARIES
Schedule I - SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENT IN RELATED PARTIES
December 31, 2002
- -----------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D
-------- -------- -------- --------
Amount at which
Fair shown in the
Type of Investment Cost (1) Value balance sheet
- -----------------------------------------------------------------------------------------------------------
Held to maturity:
Fixed maturities:
Governments $ 1,535,197 $ 1,567,625 $ 1,535,197
States, territories and
possessions 1,634,340 1,760,965 1,634,340
Special revenue 1,318,212 1,363,313 1,318,212
------------ ------------ ------------
Total held to maturity 4,487,749 4,691,903 4,487,749
------------ ------------ ------------
Available for sale:
Fixed maturities:
Governments 503,603 504,063 504,063
States, territories and
possessions 2,789,559 2,946,860 2,946,860
Special revenue 12,236,738 12,426,727 12,426,727
Industrial and miscellaneous 27,500 35,000 35,000
Equity securities:
Nonredeemable preferred stocks:
Public utilities 250,000 250,000 250,000
Banks, trust and insurance
companies 625,004 667,300 667,300
Common stocks:
Public utilities 310,153 355,290 355,290
Banks, trust and insurance
companies 1,078,400 1,391,109 1,391,109
Industrial and miscellaneous 3,787,486 4,539,951 4,539,951
------------ ------------ ------------
Total available for sale 21,608,443 23,116,300 23,116,300
------------ ------------ ------------
Short-term investments 25,135,305 25,135,305 25,135,305
------------ ------------ ------------
Total investments $ 51,231,497 $ 52,943,508 $ 52,739,354
============ ============ ============
(1) Original cost of equity securities, adjusted for any permanent write
downs, and, as to fixed maturities, original cost reduced by repayments,
write downs and adjusted for amortization of premiums or accrual of
discounts.
12
BANCINSURANCE CORPORATION AND SUBSIDIARIES
Schedule II - CONDENSED FINANCIAL INFORMATION OF
BANCINSURANCE CORPORATION (PARENT COMPANY ONLY)
CONDENSED BALANCE SHEETS
December 31, 2002 and 2001
Assets 2002 2001
- ------ ------------ ------------
Cash (overdraft) $ (29,100) $ 11,698
Investment in subsidiaries 37,455,526 35,866,577
Other 2,840,549 3,255,350
------------ ------------
40,266,975 39,133,625
============ ============
Liabilities and Shareholders' Equity
Note payable to bank 2,100,000 5,600,000
Subordinated debenture 8,248,000 -
Other 1,017,137 2,141,716
Shareholders' equity 28,901,838 31,391,909
------------ ------------
$ 40,266,975 $ 39,133,625
============ ============
13
BANCINSURANCE CORPORATION AND SUBSIDIARIES
Schedule II - CONDENSED FINANCIAL INFORMATION OF
BANCINSURANCE CORPORATION (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF INCOME
Years Ended December 31, 2002, 2001 and 2000
2002 2001 2000
----------- ----------- -----------
Dividends from subsidiaries $ 1,290,000 $ 630,000 $ 1,793,000
Other income 138,285 70,971 22,546
General and administrative expenses (1,350,538) (874,719) (718,968)
----------- ----------- -----------
Net income (loss) before tax benefit
and equity in earnings of
subsidiaries 77,747 (173,748) 1,096,578
Income tax benefit 368,232 270,023 239,243
----------- ----------- -----------
Net income before equity in
earnings of subsidiaries 445,979 96,275 1,335,821
Equity in undistributed earnings of
subsidiaries 443,634 2,978,915 2,582,536
----------- ----------- -----------
Net income $ 889,613 $ 3,075,190 $ 3,918,357
=========== =========== ===========
14
BANCINSURANCE CORPORATION AND SUBSIDIARIES
Schedule II - CONDENSED FINANCIAL INFORMATION OF
BANCINSURANCE CORPORATION (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2002, 2001 and 2000
2002 2001 2000
------------ ------------ ------------
Cash flows from operating activities:
Net income $ 889,613 $ 3,075,190 $ 3,918,357
Adjustments to reconcile net income to net cash from
operating activities:
Equity in undistributed net earnings of subsidiaries (919,417) (2,988,511) (3,734,362)
Net realized loss on disposal of furniture and equipment - 6,014 -
Deferred federal income tax benefit (83,752) (36,150) (7,105)
Change in operating assets and liabilities:
Notes receivable 212,071 41,000 (415,900)
Loans to affiliates (78,719) (166,169) (82,719)
Accounts receivable from subsidiaries 816,771 (905,352) 1,614,687
Other assets (402,965) (130,419) 66,138
Accounts payable to subsidiaries (1,088,615) (95,888) 1,206,168
Acquisition liabilities - (159,659) (459,456)
Other liabilities (35,963) 788,301 107,545
------------ ------------ ------------
Net cash provided by (used in) operating
activities (690,976) (571,643) 2,213,353
------------ ------------ ------------
Cash flows from financing activities:
Proceeds from note payable to bank 20,040,000 20,350,000 17,157,000
Repayments of note payable to bank (23,540,000) (19,892,000) (17,160,000)
Cost of equity securities purchased - (475,180) (174,000)
Proceeds from stock options exercised 2,789 - 37,564
Acquisition of treasury stock (3,852,611) (4,542) (1,525,012)
Issue junior subordinated debenture 8,000,000 - -
------------ ------------ ------------
Net cash provided by (used in) financing
activities 650,178 (21,722) (1,664,448)
------------ ------------ ------------
Net increase (decrease) in cash (40,798) (593,365) 548,905
------------ ------------ ------------
Cash at beginning of year 11,698 605,063 56,158
------------ ------------ ------------
Cash (overdraft) at end of year $ (29,100) $ 11,698 $ 605,063
============ ============ ============
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 69,768 $ 12,514 $ 228,331
------------ ------------ ------------
Income taxes $ 1,988,102 $ 950,000 $ 1,445,000
============ ============ ============
Supplemental schedule of non-cash investing activities:
Common shares issued in purchase acquisition $ - $ 9,456 $ 300,000
============ ============ ============
15
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.
Bancinsurance Corporation
Dated: March 25, 2003 By /s/ Si Sokol
--------------------------------
Si Sokol
Chairman of Board of Directors
and Chief Executive Officer
(Principal Executive Officer)
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:
Dated: March 25, 2003 /s/ Si Sokol Dated: March 25, 2003 /s/ John S. Sokol
-------------------------- --------------------------
Si Sokol John S. Sokol
Chairman of Board of Directors President and Director
and Chief Executive Officer
(Principal Executive Officer)
Dated: March 25, 2003 /s/ Kenton R. Bowen Dated: March 25, 2003 /s/ Daniel D. Harkins
-------------------------- --------------------------
Kenton R. Bowen Daniel D. Harkins
Director Director
Dated: March 25, 2003 /s/ William S. Sheley Dated: March 25, 2003 /s/ Saul Sokol
-------------------------- --------------------------
William S. Sheley Saul Sokol
Director Director
Dated: March 25, 2003 /s/ Matthew D. Walter Dated: March 25, 2003 /s/ Sally J. Cress
-------------------------- --------------------------
Matthew D. Walter Sally J. Cress
Director Treasurer and Secretary
(Principal Financial and
Accounting Officer)
16
CERTIFICATIONS
I, Si Sokol, certify that:
1. I have reviewed this annual report on Form 10-K of Bancinsurance
Corporation;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules l3a-14 and 15d-14)
for the registrant and have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this annual
report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90
days prior to the filing date of this annual report (the
"Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in
this annual report whether there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: March 25, 2003 /s/ Si Sokol
----------------------------------------
Si Sokol
Chairman and Chief Executive Officer
(Principal Executive Officer)
17
I, Sally Cress, certify that:
1. I have reviewed this annual report on Form 10-K of Bancinsurance
Corporation;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules l3a-14 and 15d-14)
for the registrant and have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this annual
report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90
days prior to the filing date of this annual report (the
"Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in
this annual report whether there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: March 25, 2003 /s/ Sally J. Cress
--------------------------------------------
Sally J. Cress
Treasurer and Secretary
(Principal Financial and Accounting Officer)
18
INDEX OF EXHIBITS
Exhibit No. Description
The following exhibits required by Item 601 of Regulation S-K are filed as part
of this report. For convenience of reference, the exhibits are listed according
to the numbers appearing in the Exhibit Table to Item 601 of Regulation S-K.
3(a) Amended and Restated Articles of Incorporation of
Bancinsurance Corporation (reference is made to Exhibit 3(a)
of Form 10-K for the fiscal year ended December 31, 1984
(file number 0-8738), which is incorporated herein by
reference).
3(b) Certificate of Amendment to the Amended and Restated Articles
of Incorporation of Bancinsurance Corporation dated March 10,
1993 (reference is made to Exhibit 3(b) of Form 10-K for the
fiscal year ended December 31, 2001 (file number 0-8738),
which is incorporated herein by reference).
3(c) Amended and Restated Articles of Incorporation of
Bancinsurance Corporation (reflecting amendments through
March 10, 1993)(for SEC reporting purposes only) (reference
is made to Exhibit 3(c) of Form 10-K for the fiscal year
ended December 31, 2001 (file number 0-8738), which is
incorporated herein by reference).
3(d) Amended and Restated Code of Regulations of Bancinsurance
Corporation (reference is made to Exhibit 3(b) of Form 10-K
for the fiscal year ended December 31, 1984 (file number
0-8738), which is incorporated herein by reference).
4(a) Credit Agreement dated January 25, 1993 by and between
Bancinsurance Corporation and The Fifth Third Bank of
Columbus, Ohio (reference is made to Exhibit 4(a) of Form
10-K for the fiscal year ended December 31, 2001 (file number
0-8738), which is incorporated herein by reference).
4(b) First Amendment to Credit Agreement dated November 5, 1993 by
and between Bancinsurance Corporation and The Fifth Third
Bank of Columbus, Ohio (reference is made to Exhibit 4(b) of
Form 10-K for the fiscal year ended December 31, 2001 (file
number 0-8738), which is incorporated herein by reference).
4(c) Second Amendment to Credit Agreement dated October 19, 1994
by and between Bancinsurance Corporation and The Fifth Third
Bank of Columbus, Ohio (reference is made to Exhibit 4(c) of
Form 10-K for the fiscal year ended December 31, 2001 (file
number 0-8738), which is incorporated herein by reference).
4(d) Third Amendment to Credit Agreement dated November 24, 1999
by and between Bancinsurance Corporation and The Fifth Third
Bank of Columbus, Ohio (reference is made to Exhibit 4(d) of
Form 10-K for the fiscal year ended December 31, 2001 (file
number 0-8738), which is incorporated herein by reference).
4(e) Fourth Amendment to Credit Agreement dated December 11, 2000
by and between Bancinsurance Corporation and The Fifth Third
Bank of Columbus, Ohio (reference is made to Exhibit 4(e) of
Form 10-K for the fiscal year ended December 31, 2001 (file
number 0-8738), which is incorporated herein by reference).
4(f) Fifth Amendment to Credit Agreement dated July 1, 2002 by and
between Bancinsurance Corporation and The Fifth Third Bank of
Columbus, Ohio (reference is made to Exhibit 4(f) of Form
10-Q for the fiscal quarter ended June 30, 2002 (file number
0-8738), which is incorporated herein by reference).
4(g)* Indenture dated as of December 4, 2002 by and between
Bancinsurance Corporation and State Street Bank and Trust
Company of Connecticut, National Association.
19
4(h)* Amended and Restated Declaration of Trust dated as of
December 4, 2002 by and among Bancinsurance Corporation,
State Street Bank and Trust Company of Connecticut, National
Association, John Sokol, Si Sokol and Sally Cress.
4(i)* Guarantee Agreement dated as of December 4, 2002 by and
between Bancinsurance Corporation and State Street Bank and
Trust Company of Connecticut, National Association.
10(a) Amended Tax Allocation Agreement by and between Bancinsurance
Corporation and Ohio Indemnity Company (reference is made to
Exhibit 10(d) of Form 10-K for the fiscal year ended December
31, 1983 (file number 0-8738), which is incorporated herein
by reference).
10(b) Amended and Restated Unemployment Compensation Administration
Agreement by and between Ohio Indemnity Company and The
Gibbens Co., Inc. (reference is made to Exhibit 10(e) of Form
10-K/A for the fiscal year ended December 31, 1992 (file
number 0-8738), which is incorporated herein by reference).
10(c) Bancinsurance Corporation 1984 Stock Option Plan (reference
is made to Exhibit 10(d) of Form 10-K for the fiscal year
ended December 31, 1984 (file number 0-8738), which is
incorporated herein by reference).
10(d) Bancinsurance Corporation 1994 Stock Option Plan (reference
is made to Exhibit 10(f) of Form 10-Q for the fiscal quarter
ended June 30, 1994 (file number 0-8738), which is
incorporated herein by reference).
10(e) Employment Agreement dated May 17, 2000 by and between Ohio
Indemnity Company and Daniel J. Stephan (reference is made to
Exhibit 10(g) of Form 10-Q for the fiscal quarter ended March
31, 2002 (file number 0-8738), which is incorporated herein
by reference).
10(f) Bancinsurance Corporation 2002 Stock Incentive Plan
(reference is made to Exhibit 10 of Form S-8 dated June 28,
2002 (file number 333-91396), which is incorporated herein by
reference).
13(a)* Annual Report to Shareholders for the year ended December 31,
2002
21* Subsidiaries of the Registrant as of December 31, 2002
23(a)* Consent of Ernst & Young LLP
99.1* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
- -----------------------
* Filed with this Annual Report.
20