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, 2003
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
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-0790882
- -------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
250 East Broad Street, Columbus, Ohio 43215
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (614) 220-5200
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON SHARES, WITHOUT PAR VALUE
--------------------------------
(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. [X]
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 $10,908,477.
The number of the registrant's Common Shares outstanding as of February 27, 2004
was 4,920,050.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Shareholders for the fiscal year
ended December 31, 2003 are incorporated by reference into Part II of this
report.
Portions of the registrant's Proxy Statement to be filed in connection with the
solicitation of proxies for the Annual Meeting of Shareholders to be held on
June 2, 2004 are incorporated by reference into Part III of this report.
BANCINSURANCE CORPORATION AND SUBSIDIARIES
2003 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................................................................. 7
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
Item 9A. Controls and Procedures................................................................. 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.......................... 9
Item 13. Certain Relationships and Related Transactions.......................................... 9
Item 14. Principal Accounting Fees and Services.................................................. 9
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K......................... 9
PART I
Item 1. Business
GENERAL/OVERVIEW
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"), an Ohio corporation. 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,
2003 is included in Note 24 to the Consolidated Financial Statements in our 2003
Annual Report to shareholders. Unless the context indicates otherwise, all
references to Bancinsurance or the "Company" refer to Bancinsurance and its
subsidiaries.
The Company's common stock shares are traded on the Nasdaq National Market tier
of the Nasdaq Stock Market under the symbol "BCIS." General information about
Bancinsurance is available on the Company's Internet website, bancins.com.
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 compensation and bail bond
products. In 2003, we had net premiums earned of $47,369,056 with 88%
attributable to our lender/dealer products and 12% attributable to our
unemployment compensation and bail bond products.
Lender/Dealer Products. Our automobile lender/dealer group offers three types of
products: First, our ultimate loss insurance, a blanket vendor single interest
coverage, 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 vendor single interest 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
2003, we provided ultimate loss insurance coverage to approximately 490 lending
institutions. The premiums charged for ultimate loss insurance are based on
claims experience, loan volumes and general market conditions. Ultimate loss
insurance products represented 70% of our net premiums earned during 2003.
Second, our creditor placed insurance provides 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 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 insurance product complies with
the model act. During 2003, creditor placed insurance represented 12% of our net
premiums earned.
Third, our Guaranteed Auto Protection ("GAP") insures the difference or gap
between the amount owed by the customer on a lease or loan contract and the
amount of primary insurance company coverage in the event a vehicle is damaged
beyond repair or stolen and never recovered. 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 such 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.
Our GAP product is filed and approved in 45 states. During 2003, we provided GAP
coverage to approximately 1,186 lenders, lessors and dealers. GAP products
represented 6% of our net premiums earned during 2003.
Unemployment Compensation and Bail Bond Products. We offer three types of
unemployment compensation products: (1) bonded service, (2) excess of loss and
(3) mandated bonds. Our unemployment compensation products are utilized by
not-for-profit entities which elect not to pay the unemployment compensation tax
and instead reimburse the state unemployment agencies for benefits paid by the
agencies to the entities' former employees. Certain national cost containment
firms provide programs to ensure that reimbursing employers discharge their
unemployment compensation commitments. Through our bonded service products, Ohio
Indemnity bonds these national cost containment firms for their program service
responsibilities. Ohio Indemnity also provides excess of loss coverage, under
trust arrangements, to groups of not-for-profit entities that want to declare
reimbursing status for their unemployment compensation obligations. We also
underwrite state mandated surety bonds. Certain states require that reimbursing
employers post a bond as a security for the performance of their reimbursing
obligations. Ohio Indemnity provides this mandated bond on behalf of employers
enrolled in the bonded service program. In addition to the unemployment
compensation products, we provide bail bond coverage through an assumed
reinsurance agreement for 15% participation, with other insurers assuming the
remaining exposure. This agreement insures a bail bond company against losses
arising from the nonperformance of bail requirements.
Ohio Indemnity sells our insurance products through a network of distribution
channels, including four managing general agents, approximately thirty
independent agents and direct sales.
For the Company's business concentrations, see note 18 to the Consolidated
Financial Statements.
American Legal Publishing Corporation
Municipal Code Publishing. Certain states require municipalities and/or counties
to have a code of ordinances. ALPC publishes, supplements, and distributes codes
of ordinances for municipalities and counties throughout the United States. 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. ALPC also
provides information management services to more than 1,800 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: (1) review of
municipal ordinances, at the client's request, to determine if there are
potential conflicts with state and federal laws, state and federal
constitutions, or state and federal court decisions; (2) 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 (3) preparation of recommendations
for clients concerning changes, additions or deletions to their ordinances.
ALPC codification and subscription fees represented 7.1%, 7.4% and 6.1% of the
Company's total revenues in 2003, 2002 and 2001, respectively.
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 underwritten by Ohio
Indemnity and by other property and casualty insurance companies.
4
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, have greater financial resources, 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 compensation products
provide indirect competition for our unemployment compensation products. We
believe that our unemployment compensation products have cost savings 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 1,800 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 certain 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.
We report balances pertaining to reinsurance transactions on a "gross" basis on
the balance sheet, meaning that reinsurance recoverables on unpaid losses, ceded
experience rating adjustments payable and ceded unearned premiums are not
deducted from insurance reserves but are recorded as assets.
The Company's ceded reinsurance transactions are attributable to our
lender/dealer business. The assumed business represents a quota share
participation in the gross liability of an insurer covering bail bond business.
During 2003, the Company entered into two new quota share reinsurance agreements
whereby 100% of our lender/dealer business for two customers was ceded. Under
the two separate agreements, the Company ceded written premium of $18,459,771
and $8,826,954, respectively. For both agreements, the Company has obtained
collateral in the form of a letter of credit and a trust from the reinsurers to
secure their obligations. Under the provisions of the reinsurance agreements,
the collateral must be equal to or greater than 102% of the reinsured reserves
and the Company has immediate access to such collateral if necessary.
REGULATION
Insurance Company Regulation
Ohio Indemnity, as an Ohio property/casualty insurance corporation, 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.
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 also subject to the Ohio Insurance Holding Company System Regulatory Act,
as amended (the "Ohio Insurance Holding Company Act"), which requires that
notice of the proposed payment of any dividend or other distribution by Ohio
Indemnity be given to the Ohio Superintendent of Insurance at least ten days
prior to payment. If such dividend or distribution, 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, notice of the proposed dividend or
distribution is required to be given to the Superintendent at least 30 days
prior to payment. The Superintendent may disapprove the dividend or distribution
within the ten 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 premium 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 July 21, 2003, the Ohio Department
of Insurance issued its examination report on Ohio Indemnity for the period from
January 1, 1997 through September 30, 2002. No recommendations or adjustments to
the financial statements were noted as a result of the examination. 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.
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, 2003, we have securities with a fair value of approximately
$4,696,597 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
Bancinsurance or 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 Ohio Indemnity and
its affiliates 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 Ohio
Department of Insurance 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 company 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 27, 2004, we employed approximately 70 full-time employees and
four part-time employees. 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 the service marks, "ULTIMATE LOSS
INSURANCE" and "UTIMATE GAP," which are registered in Ohio. We have also
developed common law rights in, "BI BANCINSURANCE CORPORATION" (stylized
letters) in each state in which Bancinsurance is operating. While these service
marks are important to us, we do not believe our business is materially
dependent on any one of them.
Item 2. Properties
As of February 27, 2004, 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
We are involved in ordinary routine litigation incidental to our business. We do
not believe any of this litigation is material to the Company.
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, 2003.
PART II
Item 5. Market for the Registrant's Common Shares and Related Shareholder
Matters
The information required by these items are included under the captions "Market
Information," "Holders" and "Dividends" in our 2003 Annual Report and are
incorporated herein by reference.
Item 6. Selected Financial Data
The information required by this Item 6 is included under the caption "Selected
Financial Data" in our 2003 Annual Report and is incorporated herein by
reference.
7
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 2003 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 2003 Annual Report and is incorporated herein by reference.
Item 8. Consolidated Financial Statements and Supplementary Data
Our consolidated balance sheets as of December 31, 2003 and 2002, and our
consolidated statements of income, shareholders' equity and cash flows for each
of the three years ended December 31, 2003, 2002 and 2001 and the notes to the
financial statements, together with the Independent Auditor's report thereon,
are included in our 2003 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, 2003 and 2002.
Item 9A. Controls and Procedures
With the participation of our management, including our principal executive
officer and principal financial officer, we have evaluated the effectiveness of
our disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of
the Securities Exchange Act of 1934 (the "Exchange Act")) as of the end of the
period covered by this report. Based upon that evaluation, our principal
executive officer and principal financial officer have concluded that such
disclosure controls and procedures are effective as of the end of the period
covered by this report to ensure that material information relating to the
Company and its consolidated subsidiaries is made known to them, particularly
during the period for which our periodic reports, including this report, are
being prepared.
In addition, there were no changes during the period covered by this report in
our internal control over financial reporting (as defined in Rules 13a-15 and
15d-15 of the Exchange Act) that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
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," "Section 16(a)
Beneficial Ownership Reporting Compliance" and "Code of Ethics" in our Proxy
Statement relating to the 2004 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 "Board
Meetings and Committees," "Election of Directors" and "Executive Compensation"
in our Proxy Statement relating to the 2004 Annual Meeting of Shareholders and
is incorporated herein by reference.
18
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, warrants and rights under our equity
compensation plans, the weighted-average exercise price of the outstanding
options, warrants and rights 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, 2003. Each of our equity
compensation plans has been approved by our shareholders.
(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 reflected in
Plan category warrants and rights warrants and rights column (a))
- --------------------------------- ----------------------- -------------------- ----------------------------------
Equity compensation plans
approved by security holders..... 586,400 $ 4.90 396,000
Equity compensation plans
not approved by security holders. None None None
------- ------- -------
Total...................... 586,400 $ 4.90 396,000
======= ======= =======
Other information required by this Item 12 is included under the caption
"Principal Shareholders" in our Proxy Statement relating to the 2004 Annual
Meeting of Shareholders and in the notes to the Consolidated Financial
Statements in our 2003 Annual Report and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
None.
Item 14. Principal Accountant Fees and Services
The information required by this Item 14 is included under the caption "Audit
Committee Report - Independent Auditor Fees" in our Proxy Statement relating to
the 2004 Annual Meeting of Shareholders and is incorporated herein by reference.
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as a part of this report:
(1) Financial Statements
The following financial statements, which are included in our
2003 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, 2003 and 2002
Consolidated Statements of Income for the years ended December
31, 2003, 2002 and 2001
Consolidated Statements of Shareholders' Equity for the years
ended December 31, 2003, 2002 and 2001
Consolidated Statements of Cash Flows for the years ended
December 31, 2003, 2002 and 2001
Notes to 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).
10
4(g) Sixth Amendment to Credit Agreement dated October 20,
2003 by and between Bancinsurance Corporation and The
Fifth Third Bank of Columbus, Ohio (reference is made
to Exhibit 4(a) of Form 10-Q for the fiscal quarter
ended September 30, 2003 (file number 0-8738), which
is incorporated herein by reference).
4(h) Indenture dated as of December 4, 2002 by and between
Bancinsurance Corporation and State Street Bank and
Trust Company of Connecticut, National Association
(reference is made to Exhibit 4(g) of Form 10-K for
the fiscal year ended December 31, 2002 (file number
0-8738), which is incorporated herein by reference).
4(i) 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 (reference is made to Exhibit
4(h) of Form 10-K for the fiscal year ended December
31, 2002 (file number 0-8738), which is incorporated
herein by reference).
4(j) Guarantee Agreement dated as of December 4, 2002 by
and between Bancinsurance Corporation and State Street
Bank and Trust Company of Connecticut, National
Association (reference is made to Exhibit 4(i) of Form
10-K for the fiscal year ended December 31, 2002 (file
number 0-8738), which is incorporated herein by
reference).
4(k) Indenture dated as of September 30, 2003 by and
between Bancinsurance Corporation and JPMorgan Chase
Bank (reference is made to Exhibit 4(b) of Form 10-Q
for the fiscal quarter ended September 30, 2003 (file
number 0-8738), which is incorporated herein by
reference).
4(l) Amended and Restated Declaration of Trust dated as of
September 30, 2003 by and among Bancinsurance
Corporation, JPMorgan Chase Bank, Chase Manhattan Bank
USA, National Association, John Sokol, Si Sokol and
Sally Cress (reference is made to Exhibit 4(c) of Form
10-Q for the fiscal quarter ended September 30, 2003
(file number 0-8738), which is incorporated herein by
reference).
4(m) Guarantee Agreement dated as of September 30, 2003 by
and between Bancinsurance Corporation and JPMorgan
Chase Bank (reference is made to Exhibit 4(d) of Form
10-Q for the fiscal quarter ended September 30, 2003
(file number 0-8738), which is incorporated herein by
reference).
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)# 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(c)# 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(d)# 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(e)# 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 fiscal year
ended December 31, 2003 (not deemed filed except for
portions thereof which are specifically incorporated
by reference in this Annual Report on Form 10-K).
21* Subsidiaries of the Registrant as of December 31,
2003.
23(a)* Consent of Ernst & Young LLP.
31.1* Certification of Principal Executive Officer Pursuant
to Rule 13a-14 under the Securities Exchange Act of
1934, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2* Certification of Principal Financial Officer Pursuant
to Rule 13a-14 under the Securities Exchange Act of
1934, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
11
32.1* Certification of Principal Executive Officer and
Principal Financial Officer 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 on Form 10-K.
# 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
Bancinsurance Corporation furnished a Form 8-K, dated October 1, 2003,
on October 1, 2003 to report the issuance of a press release announcing
that it raised $7,000,000 of capital through the issuance of floating
rate trust preferred securities by BIC Statutory Trust II, a special
purpose business trust subsidiary formed by Bancinsurance.
Bancinsurance Corporation furnished a Form 8-K, dated October 29, 2003,
on October 29, 2003 to report the issuance of a press release
announcing results of operations for the three months and nine months
ended September 30, 2003.
(c) Exhibits
See Item 15(a)(3).
(d) Financial Statement Schedules
See Item 15(a)(2).
12
BANCINSURANCE CORPORATION AND SUBSIDIARIES
Schedule I - SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENT IN RELATED PARTIES
December 31, 2003
- -----------------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D
-------- -------- -------- --------
Estimated Amount at which
fair shown in the
Type of Investment Cost (1) value balance sheet
- ------------------------------------------------------------- ------------ ------------ ---------------
Held to maturity:
Fixed maturities:
Governments $ 437,268 $ 442,730 $ 437,268
States, territories and possessions 709,233 760,166 709,233
Political subdivisions 2,098,190 2,186,088 2,098,190
Special revenue and assessments 1,627,321 1,677,141 1,627,321
------------ ------------ ------------
Total held to maturity 4,872,012 5,066,125 4,872,012
------------ ------------ ------------
Available for sale:
Fixed maturities:
Governments 1,500,000 1,487,448 1,487,448
States, territories and possessions 408,462 420,098 420,098
Political subdivisions 1,936,554 2,007,120 2,007,120
Special revenue and assessments 16,315,490 16,482,847 16,482,847
Industrial and miscellaneous 628,966 631,584 631,584
Asset-backed securities 1,433,162 1,430,770 1,430,770
Redeemable preferred stock 6,400,000 6,458,282 6,458,282
------------ ------------ ------------
Total available for sale fixed
maturities 28,622,634 28,918,149 28,918,149
------------ ------------ ------------
Equity securities:
Nonredeemable preferred stock:
Public utilities 375,541 372,536 372,536
Banks, trusts and insurance companies 1,373,143 1,532,210 1,532,210
Industrial and miscellaneous 452,520 468,255 468,255
Common stock:
Public utilities 224,820 252,832 252,832
Banks, trusts and insurance companies 1,768,230 2,676,832 2,676,832
Industrial and miscellaneous 3,427,626 4,933,193 4,933,193
------------ ------------ ------------
Total available for sale equity securities 7,621,880 10,235,858 10,235,858
------------ ------------ ------------
Short-term investments 28,904,680 28,904,680 28,904,680
Other invested assets 1,049,136 1,129,705 1,049,136
------------ ------------ ------------
Total investments $ 71,070,342 $ 74,254,517 $ 73,979,835
============ ============ ============
(1) Original cost of equity securities, adjusted for any write downs, and,
as to fixed maturities and short-term investments, original cost
reduced by repayments, write downs and adjusted for amortization of
premiums or accrual of discounts.
13
BANCINSURANCE CORPORATION AND SUBSIDIARIES
Schedule II - CONDENSED FINANCIAL INFORMATION OF
BANCINSURANCE CORPORATION (PARENT COMPANY ONLY)
CONDENSED BALANCE SHEETS
December 31,
Assets 2003 2002
- --------------------------------------- -------------- ------------
Cash (overdraft) $ 51,978 $ (29,100)
Unaffiliated investments 4,227,772 431,289
Investments in subsidiaries (at equity) 42,874,293 37,455,526
Other 3,089,365 2,409,260
-------------- ------------
50,243,408 40,266,975
============== ============
Liabilities and Shareholders' Equity
Note payable to bank - 2,100,000
Subordinated debentures 15,465,000 8,248,000
Other 1,413,380 1,017,137
Shareholders' equity 33,365,028 28,901,838
-------------- ------------
$ 50,243,408 $ 40,266,975
============== ============
14
BANCINSURANCE CORPORATION AND SUBSIDIARIES
Schedule II - CONDENSED FINANCIAL INFORMATION OF
BANCINSURANCE CORPORATION (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF INCOME
Years ended December 31,
2003 2002 2001
----------- ----------- -----------
Other income $ 388,406 $ 138,285 $ 70,971
Dividends from subsidiaries - 1,290,000 630,000
Interest expense (538,667) (104,144) (12,044)
General and administrative expenses (1,165,677) (1,246,394) (862,675)
----------- ----------- -----------
Income (loss) before tax benefit
and equity in earnings of
subsidiaries (1,315,938) 77,747 (173,748)
Income tax benefit 426,143 368,232 270,023
----------- ----------- -----------
Income (loss) before equity in
earnings of subsidiaries (889,795) 445,979 96,275
Equity in undistributed earnings of subsidiaries 4,799,612 443,634 2,978,915
----------- ----------- -----------
Net income $ 3,909,817 $ 889,613 $ 3,075,190
=========== =========== ===========
15
BANCINSURANCE CORPORATION AND SUBSIDIARIES
Schedule II - CONDENSED FINANCIAL INFORMATION OF
BANCINSURANCE CORPORATION (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF CASH FLOWS
Years ended December 31,
2003 2002 2001
------------ ------------ ------------
Cash flows from operating activities:
Net income $ 3,909,817 $ 889,613 $ 3,075,190
Adjustments to reconcile net income to net cash used in
operating activities:
Equity in undistributed net earnings of subsidiaries (4,163,416) (919,417) (2,988,511)
Net realized loss on disposal of furniture and equipment - - 6,014
Deferred federal income tax benefit 139,762 (83,752) (36,150)
Change in operating assets and liabilities:
Notes receivable (12,891) 212,071 41,000
Loans to affiliates (71,719) (78,719) (166,169)
Accounts receivable from subsidiaries (490,401) 816,771 (905,352)
Other assets (362,452) (402,965) (130,419)
Accounts payable to subsidiaries 77,311 (1,088,615) (95,888)
Acquisition liabilities - - (159,659)
Other liabilities 283,870 (35,963) 788,301
------------ ------------ ------------
Net cash used in operating activities (690,119) (690,976) (571,643)
------------ ------------ ------------
Cash flows from investing activities:
Proceeds from available for sale fixed maturities
sold, redeemed or matured 174,250 - -
Proceeds from available for sale equity
securities sold 677,083 - -
Cost of investments purchased:
Available for sale fixed maturities (958,062) - -
Available for sale equity securities (2,512,513) - -
Other (1,137,855) - (475,180)
------------ ------------ ------------
Net cash used in investing activities (3,757,097) - (475,180)
------------ ------------ ------------
Cash flows from financing activities:
Proceeds from note payable to bank 5,900,000 20,040,000 20,350,000
Repayments of note payable to bank (8,000,000) (23,540,000) (19,892,000)
Proceeds from stock options exercised - 2,789 -
Acquisition of treasury stock (371,706) (3,852,611) (4,542)
Proceeds from issuance of trust preferred debt to affiliates 7,000,000 8,000,000 -
------------ ------------ ------------
Net cash provided by financing activities 4,528,294 650,178 453,458
------------ ------------ ------------
Net increase (decrease) in cash 81,078 (40,798) (593,365)
------------ ------------ ------------
Cash (overdraft) at beginning of year (29,100) 11,698 605,063
------------ ------------ ------------
Cash (overdraft) at end of year $ 51,978 $ (29,100) $ 11,698
============ ============ ============
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 539,390 $ 69,768 $ 12,514
============ ============ ============
Income taxes $ 600,000 $ 1,988,102 $ 950,000
============ ============ ============
16
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 22, 2004 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 22, 2004 /s/ Si Sokol Dated: March 22, 2004 /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 22, 2004 /s/ Kenton R. Bowen Dated: March 22, 2004 /s/ Daniel D. Harkins
-------------------------- --------------------------
Kenton R. Bowen Daniel D. Harkins
Director Director
Dated: March 22, 2004 /s/ William S. Sheley Dated: March 22, 2004 /s/ Saul Sokol
-------------------------- --------------------------
William S. Sheley Saul Sokol
Director Director
Dated: March 22, 2004 /s/ Matthew D. Walter Dated: March 22, 2004 /s/ Sally J. Cress
-------------------------- --------------------------
Matthew D. Walter Sally J. Cress
Director Treasurer and Secretary
(Principal Financial and
Accounting Officer)
17
INDEX OF 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
Exhibit No. Description
- ----------- -----------
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) Sixth Amendment to Credit Agreement dated October 20, 2003 by and between
Bancinsurance Corporation and The Fifth Third Bank of Columbus, Ohio (reference is
made to Exhibit 4(a) of Form 10Q for the fiscal quarter ended September 30, 2003
(file number 0-8738), which is incorporated herein by reference).
4(h) Indenture dated as of December 4, 2002 by and between Bancinsurance Corporation and
State Street Bank and Trust Company of Connecticut, National Association (reference
is made to Exhibit 4(g) of Form 10-K for the fiscal year ended December 31, 2002
(file number 0-8738), which is incorporated herein by reference).
4(i) 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 (reference is made to
Exhibit 4(h) of Form 10-K for the fiscal year ended December 31, 2002 (file number
0-8738), which is incorporated herein by reference).
4(j) Guarantee Agreement dated as of December 4, 2002 by and between Bancinsurance
Corporation and State Street Bank and Trust Company of Connecticut, National
Association (reference is made to Exhibit 4(i) of Form 10-K for the fiscal year ended
December 31, 2002 (file number 0-8738), which is incorporated herein by reference).
4(k) Indenture dated as of September 30, 2003 by and between Bancinsurance Corporation and
JPMorgan Chase Bank (reference is made to Exhibit 4(b) of Form 10-Q for the fiscal
quarter ended September 30, 2003 (file number 0-8738), which is incorporated herein
by reference).
4(l) Amended and Restated Declaration of Trust dated as of September 30, 2003 by and among
Bancinsurance Corporation, JPMorgan Chase Bank, Chase Manhattan Bank USA, National
Association, John Sokol, Si Sokol and Sally Cress (reference is made to Exhibit 4(c)
of Form 10-Q for the fiscal quarter ended September 30, 2003 (file number 0-8738),
which is incorporated herein by reference).
4(m) Guarantee Agreement dated as of September 30, 2003 by and between Bancinsurance
Corporation and JPMorgan Chase Bank (reference is made to Exhibit 4(d) of Form 10-Q
for the fiscal quarter ended September 30, 2003 (file number 0-8738), which is
incorporated herein by reference).
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)# 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(c)# 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(d)# 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(e)# 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 fiscal year ended December 31, 2003 (not deemed
filed except for portions thereof which are specifically incorporated by reference in
this Annual Report on Form 10-K).
21* Subsidiaries of the Registrant as of December 31, 2003.
23(a)* Consent of Ernst & Young LLP.
31.1* Certification of Principal Executive Officer Pursuant to Rule 13a-14 under the
Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2* Certification of Principal Financial Officer Pursuant to Rule 13a-14 under the
Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1* Certification of Principal Executive Officer and Principal Financial Officer 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 on Form 10-K.
# Constitutes a management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Annual Report on Form 10-K.
19