UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2000
Commission File No. 1-11941
FARM FAMILY HOLDINGS, INC.
A Delaware Corporation IRS No. 14-1789227
344 Route 9W, Glenmont, New York 12077-2910
Registrant's telephone number: (518) 431-5000
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 [ ]
The number of shares outstanding of the issuer's common stock as of
November 10, 2000 is 6,003,983.
FARM FAMILY HOLDINGS, INC.
INDEX
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets -
September 30, 2000 (unaudited) and December 31, 1999 3
Consolidated Statements of Income and Comprehensive Income -
Three and Nine Months Ended September 30, 2000 and 1999 (unaudited) 4
Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 2000 and 1999 (unaudited) 5
Notes to Consolidated Financial Statements (unaudited) 6
Review Report of Independent Accountants 11
Item 2. Management's Discussion and Analysis of Financial Condition 12
and Results of Operations
Item 3. Quantitative and Qualitative Disclosures of Market Risk 17
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 18
2
FARM FAMILY HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
($ in thousands) (Unaudited)
September 30, 2000 December 31, 1999
- - - --------------------------------------------------------------------------------------------------------------------
ASSETS
Investments:
Fixed maturities
Available for sale, at fair value
(Amortized cost: $1,021,761 in 2000 and $1,002,850 in 1999) $987,722 $960,054
Held to maturity, at amortized cost
(Fair value: $6,545 in 2000 and $7,820 in 1999) 6,433 7,971
Equity securities - available for sale, at fair value
(Cost: $41,005 in 2000 and $42,819 in 1999) 42,163 45,809
Mortgage loans 29,686 26,832
Policy loans 31,930 30,839
Other invested assets 173 176
- - - --------------------------------------------------------------------------------------------------------------------
Total investments 1,098,107 1,071,681
- - - --------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents 20,747 19,190
Insurance receivables:
Reinsurance receivables 31,599 23,129
Premiums receivable, net 55,384 32,094
Deferred acquisition costs 24,117 17,630
Present value of future profits 27,440 28,571
Accrued investment income 17,738 18,875
Property and equipment, net 14,501 14,520
Deferred income tax asset, net 26,977 29,605
Other assets 6,648 4,884
- - - --------------------------------------------------------------------------------------------------------------------
Total Assets $1,323,258 $1,260,179
====================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Reserves for losses and loss adjustment expenses
for property/casualty insurance $203,614 $186,130
Reserves for life policies and contract benefits 248,978 238,272
Funds on deposit from policyholders 409,614 416,971
Unearned premium reserve 101,336 74,364
Accrued dividends to policyholders 5,334 5,263
Reinsurance premiums payable 5,942 4,168
Accrued expenses and other liabilities 18,545 19,471
Participating policyholders' interest 117,834 128,516
- - - --------------------------------------------------------------------------------------------------------------------
Total liabilities 1,111,197 1,073,155
- - - --------------------------------------------------------------------------------------------------------------------
Commitments and contingencies
Mandatory redeemable preferred stock, redemption value - $5,830;
163,214 Series A shares outstanding 5,830 5,830
Stockholders' equity:
Preferred stock, $.01 par value, 836,786 shares authorized,
no shares issued and outstanding ---- ----
Common stock, $.01 par value, 10,000,000 shares authorized,
6,113,983 and 6,110,683 shares issued,
6,003,983 and 6,110,683 shares outstanding 61 61
Additional paid-in capital 123,590 123,504
Retained earnings 86,823 60,172
Accumulated other comprehensive loss (1,224) (2,543)
Treasury stock, at cost, 110,000 and 0 shares (3,019) ----
- - - --------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 206,231 181,194
- - - --------------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity $1,323,258 $1,260,179
====================================================================================================================
See accompanying notes to Consolidated Financial Statements.
3
FARM FAMILY HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Income and Comprehensive Income
($ in thousands, except per share amounts) (Unaudited) (Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
- - - ---------------------------------------------------------------------------------------------------------------------------------
Revenues:
Premiums from property/casualty insurance $51,425 $49,398 $147,391 $142,455
Premiums from life and health operations and contract charges 9,338 9,055 28,321 18,351
Net investment income 19,084 18,343 56,429 40,619
Realized investment losses, net (587) (1,216) (1,743) (1,004)
Other income 486 287 1,402 1,023
- - - ---------------------------------------------------------------------------------------------------------------------------------
Total revenues 79,746 75,867 231,800 201,444
- - - ---------------------------------------------------------------------------------------------------------------------------------
Losses, benefits and expenses:
Losses and loss adjustment expenses on property/casualty insurance 40,481 37,378 115,969 106,787
Policyholder contract benefits 12,039 12,874 39,938 26,411
Amortization expense 10,065 9,607 28,604 27,772
Other operating costs and expenses 6,685 5,863 18,410 14,781
Participating policyholders' interest 3,287 3,101 (9,880) 5,674
- - - ---------------------------------------------------------------------------------------------------------------------------------
Total losses, benefits and expenses 72,557 68,823 193,041 181,425
- - - ---------------------------------------------------------------------------------------------------------------------------------
Income before federal income tax expense and preferred stock dividends 7,189 7,044 38,759 20,019
Federal income tax expense 1,886 1,872 11,840 5,865
- - - ---------------------------------------------------------------------------------------------------------------------------------
Income before preferred stock dividends 5,303 5,172 26,919 14,154
Preferred stock dividends 89 104 268 189
- - - ---------------------------------------------------------------------------------------------------------------------------------
Net income attributable to common stockholders 5,214 5,068 26,651 13,965
- - - ---------------------------------------------------------------------------------------------------------------------------------
Other comprehensive income, net of tax:
Unrealized holding gains (losses) arising during the period (net of deferred
tax (expense) benefit of $(1,533), $754, $(565) and $5,007, respectively) 2,847 (1,401) 1,050 (9,300)
Reclassification adjustment for losses (gains) included in net income
(net of tax (benefit) expense of $(277), $79, $(145) and $134, respectively) 515 (146) 269 (249)
- - - ---------------------------------------------------------------------------------------------------------------------------------
Other comprehensive income (loss) 3,362 (1,547) 1,319 (9,549)
- - - ---------------------------------------------------------------------------------------------------------------------------------
Comprehensive income $8,576 $3,521 $27,970 $4,416
=================================================================================================================================
Per Share Data:
Net income - basic $0.87 $0.83 $4.40 $2.41
=================================================================================================================================
Net income - diluted $0.86 $0.82 $4.37 $2.38
=================================================================================================================================
Basic weighted average shares outstanding 6,003,983 6,110,683 6,060,804 5,806,227
=================================================================================================================================
Diluted weighted average shares outstanding 6,049,310 6,192,763 6,103,580 5,863,362
=================================================================================================================================
See accompanying notes to Consolidated Financial Statements.
4
FARM FAMILY HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
($ in thousands) (Unaudited)
Nine Months Ended
September 30,
2000 1999
- - - ------------------------------------------------------------------------------------------------------------------------
Operating Activities
Net income $26,651 $13,965
- - - ------------------------------------------------------------------------------------------------------------------------
Adjustments to reconcile net income to net cash provided by operating activities:
Realized investment losses, net 1,743 1,004
Amortization of bond discount 3,289 2,257
Amortization and depreciation 30,389 29,093
Interest credited to policyholders 16,975 11,592
Deferred income taxes 3,969 (986)
Participating policyholders' interest (9,880) 5,674
Dividends to policyholders (7,715) (4,780)
Capitalization of deferred acquisition costs (33,960) (30,929)
Changes in:
Reinsurance receivables (8,470) (2,853)
Premiums receivable, net (23,290) (6,055)
Accrued investment income 1,137 637
Receivable from affiliates, net ---- 1,471
Other assets (1,764) (295)
Reserves for property/casualty insurance losses and loss adjustment expenses 17,484 10,817
Reserves for life policies and contract benefits 10,706 6,908
Unearned premium reserve 26,972 5,519
Reinsurance premiums payable 1,774 1,760
Accrued expenses and other liabilities (855) (338)
- - - ------------------------------------------------------------------------------------------------------------------------
Total adjustments 28,504 30,496
- - - ------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 55,155 44,461
- - - ------------------------------------------------------------------------------------------------------------------------
Investing Activities
Proceeds from sales:
Fixed maturities 45,265 29,104
Equity securities 2,802 2,796
Investment collections:
Fixed maturities 18,977 43,377
Other investments 625 1,295
Investment purchases:
Fixed maturities (87,526) (96,134)
Other investments (3,607) (3,730)
Policy loans issued, net (1,091) (156)
Purchases of property and equipment (1,766) (1,613)
Net cash of subsidiary at date of acquisition ---- 3,295
Acquisition expenses ---- (1,895)
- - - ------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (26,321) (23,661)
- - - ------------------------------------------------------------------------------------------------------------------------
Financing Activities
Contractholder fund deposits 19,177 69,135
Contractholder fund withdrawals (43,509) (80,594)
Payments for purchase of treasury stock (3,019) ----
Exercise of stock options 74 ----
- - - ------------------------------------------------------------------------------------------------------------------------
Net cash used in financing activities (27,277) (11,459)
- - - ------------------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents 1,557 9,341
Cash and cash equivalents, beginning of period 19,190 10,677
- - - ------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $20,747 $20,018
========================================================================================================================
See accompanying notes to Consolidated Financial Statements.
5
Notes to Consolidated Financial Statements
1. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements include the accounts of Farm
Family Holdings, Inc. ("Farm Family Holdings") and its wholly-owned subsidiaries
(collectively referred to as the "Company"). The primary subsidiaries of Farm
Family Holdings are Farm Family Casualty Insurance Company ("Farm Family
Casualty") and Farm Family Life Insurance Company ("Farm Family Life"). United
Farm Family Insurance Company ("United Farm Family") is a wholly-owned
subsidiary of Farm Family Life.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q and Article 10 of
Regulation S-X. In the opinion of management, these statements contain all
adjustments, including normal recurring accruals, which are necessary for a fair
presentation of the financial position, results of operations and cash flows for
the interim periods. The results of the Company's operations for any interim
period are not necessarily indicative of the results of the Company's operations
for a full fiscal year.
It is suggested that these consolidated financial statements be read in
conjunction with the financial statements and the related notes included in Farm
Family Holdings' December 31, 1999 Form 10-K.
Treasury Shares
The Company records treasury shares purchased at cost (the market value at the
time of the transaction) and as a reduction of stockholders' equity.
2. Merger Agreement
On October 31, 2000, Farm Family Holdings and American National Insurance
Company ("American National") announced a definitive merger agreement under
which American National will acquire Farm Family Holdings at a price of $44 per
share for Farm Family Holdings' common stock and $35.72 per share for Farm
Family Holdings' Series A Preferred Stock in cash. The consideration to be paid
to the holders of the Series A Preferred Stock will also include any accrued and
unpaid dividends to the closing date.
The merger, valued at approximately $280 million, is subject to certain closing
conditions, including the approval of the holders of a majority of Farm Family
Holdings' outstanding voting stock and the approval of the New York Insurance
Department. The companies expect to close the merger late in the first quarter
of 2001.
3. Participating Policyholders' Interest
A significant portion of the Company's life insurance segment's products is
written on a "participating" basis, as defined in the New York State Insurance
Law. Profits earned on participating business are reserved for the payment of
dividends to participating policyholders, except for the stockholders' share of
profits on participating policies, which is limited annually to the greater of
10% of the profit on participating business, or 50 cents per thousand dollars of
the face amount of participating life insurance in force.
In November 1999, the Company requested an opinion of the Insurance Department
of the State of New York (the "Department") as to whether interest credited in
excess of the interest guaranteed under certain participating insurance
policies, annuities and dividend accumulations ("Excess Interest") and the
difference between the guaranteed cost of insurance or premium and the cost of
insurance or premium actually charged ("Spreads"), as well as dividends to
participating policyholders, could be included in its calculation of the
estimate of statutory profits on participating life insurance business allocable
to stockholders. In April 2000, the Department approved the Company's request to
include Excess Interest and Spreads, as well as dividends to participating
policyholders, in its calculation of the estimate of statutory
6
3. Participating Policyholders' Interest - Continued
profits on participating life insurance business allocable to stockholders on
both a prospective and retrospective basis. Accordingly, the Company's
calculation of the estimate of profits on participating life insurance business
allocable to stockholders has been revised to include Excess Interest and
Spreads on a retrospective and prospective basis.
The impact of including Excess Interest and Spreads in the Company's estimate of
the profits on participating life insurance business allocable to stockholders
increased the profits allocable to stockholders and is included in participating
policyholders' interest on the accompanying Consolidated Statements of Income
and Comprehensive Income. The effect of retroactively including Excess Interest
and Spreads in the Company's calculation of its estimate of profits on
participating life insurance business allocable to stockholders for periods
through December 31, 1999 increased net income for the three months ended March
31, 2000 by $12.7 million (after tax expense of $6.3 million) or $2.07 per
common share on a fully diluted basis.
4. Earnings Per Share
The following table presents a reconciliation of the numerators and denominators
of the basic and diluted earnings per share computations.
Three Months Ended Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
- - - ---------------------------------------------------------------------------------------------------------------------------------
Net income attributable to common stockholders $5,214,000 $5,068,000 $26,651,000 $13,965,000
=================================================================================================================================
Weighted-average number of shares in basic earnings per share 6,003,983 6,110,683 6,060,804 5,806,227
Effect of stock options 45,327 82,080 42,776 57,135
- - - ---------------------------------------------------------------------------------------------------------------------------------
Weighted-average number of shares in diluted earnings per share 6,049,310 6,192,763 6,103,580 5,863,362
=================================================================================================================================
Basic net income per share $0.87 $0.83 $4.40 $2.41
=================================================================================================================================
Diluted net income per share $0.86 $0.82 $4.37 $2.38
=================================================================================================================================
5. Future Application of Accounting Standards
In September 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("Statement 133") and subsequently issued
Statement of Financial Accounting Standards No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities - an Amendment of FAS 133"
("Statement 138"). These statements, which are effective for the Company for the
year beginning January 1, 2001, establish accounting and reporting standards for
derivative instruments and for hedging activities. Management believes that
Statements 133 and 138 will not have a material impact on the Company's
Consolidated Financial Statements.
In 1998, the National Association of Insurance Commissioners ("NAIC") adopted
the Codification of Statutory Accounting Principles guidance (the
"Codification"), which will replace the current Accounting Practices and
Procedures Manual as the NAIC's primary guidance on statutory accounting.
Statutory accounting is a comprehensive basis of accounting based on prescribed
accounting practices, which include state laws, regulations and general
administrative rules, as well as a variety of publications of the NAIC. The
Codification provides guidance for the areas where statutory accounting has been
silent and changes current statutory accounting in some areas. The NAIC has
established January 1, 2001 as the effective date of the Codification. The New
York Insurance Department has advised that it intends to proceed with
implementation of the Codification, subject to any provisions in New York
statutes which conflict with particular points in the Codification rules. The
Company has not estimated the potential effect of adopting the Codification.
6. Contingencies
The Company is party to numerous legal actions arising in the normal course of
business. Management believes that resolution of these legal actions will not
have a material adverse effect on the Company's consolidated financial
condition.
7
6. Contingencies - Continued
Catastrophes are an inherent risk in the property and casualty insurance
industry and could produce significant adverse fluctuations in the Company's
results of operations and financial condition. The Company is subject to a
concentration of risk within the Northeastern United States. For each of the
nine month periods ended September 30, 2000 and 1999, approximately 59% and 62%,
respectively, of the Company's property and casualty direct premiums were
written in the states of New York and New Jersey. As a result of the
concentration of the Company's business in the states of New York and New
Jersey, and more generally, in the Northeastern United States, the Company's
results of operations may be significantly affected by weather conditions,
catastrophic events and regulatory developments in these two states and in the
Northeastern United States, despite the Company's property and casualty
reinsurance program designed to mitigate the impact of adverse weather and
catastrophic events on the Company's operating results.
As a condition of its license to do business in various states, the Company is
required to participate in a variety of mandatory residual market mechanisms
(including mandatory pools) which provide certain insurance (most notably
automobile insurance) to consumers who are otherwise unable to obtain such
coverages from private insurers. The amount of future losses or assessments from
residual market mechanisms can not be predicted with certainty and could have a
material adverse effect on the Company's future results of operations.
During the third quarter of 1998, the Company modified the agreements with its
agents to include revised conditions under which eligible agents may receive
extended earnings payments. In addition to length of service, confidentiality,
and non-competition conditions, extended earnings will be paid only if a
successor agent(s) assumes the right to service the book of business of the
eligible former agent and agrees to become primarily responsible for making the
extended earnings payments. In the event that no successor agent(s) assumes the
right to service the book of business of an eligible former agent, the Company
has no obligation to make the extended earnings payments. The Company has no
intention to waive this provision of its agreements with its agents. As a
result, the successor agent(s), not the Company, is the primary obligor
responsible for extended earnings payments. Since the inception of the Program
in 1986, the Company has always been able to identify successor agents willing
to assume the rights to service such books of business. The Company acts as
guarantor of the amounts payable to eligible former agents who have terminated
their association with the Company by successor agents who agree to make the
extended earnings payments. At September 30, 2000, the Company was guarantor of
$1.5 million for such payments. The Company expects to enforce the terms of the
guarantee in the event of default by a successor agent.
The Company's liability for funds on deposit from policyholders includes amounts
subject to discretionary withdrawal. Withdrawal characteristics as of September
30, 2000 are as follows:
($ in thousands) Amount % of Total
- - - ------------------------------------------------------------------------------------------------------
Surrender charge rate:
Greater than or equal to 5% $88,629 21.6%
Less than 5%, but still subject to surrender charge 62,993 15.4%
Not subject to surrender charge 249,783 61.0%
Not subject to discretionary withdrawal 8,209 2.0%
- - - ------------------------------------------------------------------------------------------------------
Total funds on deposit from policyholders $409,614 100.0%
======================================================================================================
8
7. Segment Information
The Company has two reportable segments: property and casualty insurance and
life insurance, which offer different products and services. The property and
casualty insurance segment includes activities related to the sale of the
Special Farm Package, a flexible multi-line package of insurance coverages, and
other insurance products covering personal and commercial automobiles,
businessowners and homeowners. The life insurance segment includes the sale of
individual whole life, term and universal life products, single and flexible
premium deferred annuity products, single premium immediate annuity products and
disability income insurance products. The Company uses operating income (net
income excluding realized investment gains (losses) and nonrecurring charges,
net of taxes) to measure the financial results of its segments.
"Corporate and other" includes holding company activities and operations not
directly related to the reportable segments.
Summarized segment financial information is as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
($ in thousands) 2000 1999 2000 1999
- - - ------------------------------------------------------------------------------------------------------------------------------------
Premium revenues
Property and casualty insurance $51,425 $49,398 $147,391 $142,455
Life insurance 9,338 9,055 28,321 18,351
- - - ------------------------------------------------------------------------------------------------------------------------------------
Total premium revenues $60,763 $58,453 $175,712 $160,806
====================================================================================================================================
Net investment income
Property and casualty insurance $5,843 $5,220 $17,114 $15,069
Life insurance 13,195 13,004 39,099 25,209
Corporate and other 37 94 186 304
Intersegment eliminations 9 25 30 37
- - - ------------------------------------------------------------------------------------------------------------------------------------
Total net investment income $19,084 $18,343 $56,429 $40,619
====================================================================================================================================
Amortization expense
Property and casualty insurance
Amortization of deferred acquisition costs $9,488 $9,398 $26,947 $26,909
Life insurance
Amortization of deferred acquisition costs 38 334 526 591
Amortization of present value of future profits 539 (125) 1,131 272
- - - ------------------------------------------------------------------------------------------------------------------------------------
Total amortization expense $10,065 $9,607 $28,604 $27,772
====================================================================================================================================
Other operating costs and expenses
Property and casualty insurance
Underwriting expenses $2,443 $2,546 $7,700 $7,671
Dividends to policyholders 56 51 144 159
Life insurance 4,043 3,115 9,998 6,493
Corporate and other 373 376 1,258 908
Intersegment eliminations (230) (225) (690) (450)
- - - ------------------------------------------------------------------------------------------------------------------------------------
Total other operating costs and expenses $6,685 $5,863 $18,410 $14,781
====================================================================================================================================
9
7. Segment Information - Continued
Three Months Ended Nine Months Ended
September 30, September 30,
($ in thousands) 2000 1999 2000 1999
- - - ------------------------------------------------------------------------------------------------------------------------------------
Net income
Operating income
Property and casualty insurance $4,566 $4,439 $11,666 $12,855
Life insurance 1,024 963 3,497 1,598
Corporate and other (291) (159) (907) (504)
- - - ------------------------------------------------------------------------------------------------------------------------------------
Total consolidated operating income 5,299 5,243 14,256 13,949
Effect of retroactively including Excess Interest
and Spreads, net of tax ---- ---- 12,746 ----
Realized investment gains, net of tax (85) (175) (351) 16
- - - ------------------------------------------------------------------------------------------------------------------------------------
Net income $5,214 $5,068 $26,651 $13,965
====================================================================================================================================
Federal income tax expense (benefit)
Property and casualty insurance $1,425 $1,274 $4,001 $4,741
Life insurance 566 808 8,183 1,357
Corporate and other (105) (210) (344) (233)
- - - ------------------------------------------------------------------------------------------------------------------------------------
Total federal income tax expense $1,886 $1,872 $11,840 $5,865
====================================================================================================================================
September 30, December 31,
2000 1999
- - - ------------------------------------------------------------------------------------------------------------------------------------
Assets
Property and casualty $501,409 $446,721
Life insurance 818,834 810,487
Corporate and other 68,387 71,014
Intersegment eliminations (65,372) (68,043)
- - - ------------------------------------------------------------------------------------------------------------------------------------
Total assets $1,323,258 $1,260,179
====================================================================================================================================
10
Report of Independent Accountants
To the Shareholders and Board of Directors
Farm Family Holdings, Inc.
We have reviewed the accompanying consolidated balance sheet of Farm Family
Holdings, Inc. and its subsidiaries as of September 30, 2000, and the related
consolidated statements of income and comprehensive income for each of the
three-month and nine-month periods ended September 30, 2000 and 1999 and the
consolidated statement of cash flows for the nine-month periods ended September
30, 2000 and 1999. These financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated interim financial statements
for them to be in conformity with accounting principles generally accepted in
the United States of America.
We previously audited in accordance with auditing standards generally accepted
in the United States of America, the consolidated balance sheet as of December
31, 1999, and the related consolidated statements of income and comprehensive
income, of stockholders' equity and of cash flows for the year then ended (not
presented herein), and in our report dated February 11, 2000, we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying consolidated balance sheet as of
December 31, 1999 is fairly stated in all material respects in relation to the
consolidated balance sheet from which it has been derived.
/s/ PricewaterhouseCoopers LLP
October 31, 2000
11
Management's Discussion and Analysis of Financial Condition and Results of
Operations
General
The following discussion includes the operations of Farm Family Holdings, Inc.
("Farm Family Holdings") and its wholly-owned subsidiaries (collectively
referred to as the "Company" or "we") and should be read in conjunction with the
consolidated financial statements and the related notes included elsewhere
within this document. On April 6, 1999, Farm Family Holdings acquired all of the
outstanding capital stock of Farm Family Life Insurance Company ("Farm Family
Life"). As a result of the acquisition, Farm Family Life became a wholly-owned
subsidiary of Farm Family Holdings. The acquisition was accounted for under the
purchase method of accounting. Accordingly, the financial results of Farm Family
Life and Farm Family Life's wholly-owned property and casualty subsidiary,
United Farm Family Insurance Company ("United Farm Family"), have been included
in the Consolidated Financial Statements of Farm Family Holdings subsequent to
April 6, 1999.
Our operating results are subject to significant fluctuations from period to
period depending upon, among other factors, the frequency and severity of losses
from weather related and other catastrophic events, the effect of competition
and regulation on the pricing of products, changes in interest rates, the impact
on reserves and reserving policy caused by property and casualty claims
development and variations of actual experience from that assumed for life
insurance business as to expected morbidity, lapse rates and other factors used
in the development of product pricing, general economic conditions, tax laws and
the regulatory environment. As a condition of our license to do business in
various states, we are required to participate in a variety of mandatory
residual market mechanisms (including mandatory pools) which provide certain
insurance (most notably automobile insurance) to consumers who are otherwise
unable to obtain such coverages from private insurers. In all such states,
residual market premium rates are subject to the approval of the state insurance
department and have generally been inadequate. The amount of future losses or
assessments from residual market mechanisms cannot be predicted with certainty
and could have a material adverse effect on our results of operations.
For the nine-month periods ended September 30, 2000 and 1999, 36% and 35%,
respectively, of our property and casualty direct written premiums were derived
from policies written in New York and, for the same periods, 23% and 27%,
respectively, were derived from policies written in New Jersey. For these same
periods, no other state accounted for more than 10% of our property and casualty
direct written premiums. As a result, our results of operations may be
significantly affected by weather conditions, catastrophic events and regulatory
developments in these two states and in the Northeastern United States
generally.
Safe Harbor Statement under The Private Securities Litigation Reform Act of
1995:
With the exception of historical information, the matters discussed or
incorporated by reference in this Report on Form 10-Q are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 that are based on management's current knowledge, expectations, estimates,
beliefs and assumptions. The forward-looking statements in this Form 10-Q
include, but are not limited to, statements concerning our exposure to interest
rate and market risk, statements regarding the adequacy of the Company's capital
resources, liquidity, and other financial items, statements of the plans and
objectives of the Company or its management, and statements of future economic
performance and assumptions underlying statements regarding the Company or its
business. Readers are hereby cautioned that certain events or circumstances
could cause actual results to differ materially from those estimated, projected
or predicted. The forward-looking statements in this Form 10-Q are not
guarantees of future performance and are subject to a number of important risks
and uncertainties, many of which are outside the Company's control, that could
cause actual results to differ materially. These risks and uncertainties
include, but are not limited to, exposure to catastrophic loss, the frequency
and severity of weather related losses, geographic concentration of loss
exposure in New York, New Jersey and the Northeastern United States generally,
the effect of regulatory changes governing personal automobile insurance in New
Jersey and the impact thereof on the Company's direct written premium, losses
and loss adjustment expenses, the risks associated with the legislative,
regulatory and competitive environments in the states in which the Company
currently operates, heightened competition, including specifically the
intensification of competition, failure to obtain new customers or to retain
existing customers, the Company's primary reliance, as a holding company, on
dividends from its subsidiaries and the applicable regulatory restrictions on
the ability of the Company's subsidiaries to pay such dividends, and conditions
specific to the insurance industry, including its cyclical nature, regulatory
changes and conditions, rating agency policies and practices, competitive
factors, claims development and the impact thereof on loss reserves and the
Company's reserving policy, the adequacy of the Company's reinsurance programs,
developments in the securities markets and the impact thereof on the Company's
investment portfolio, tax law changes, the satisfaction of the closing
conditions set forth in the merger agreement (which conditions include but are
not limited to the approval of the holders of the majority of the outstanding
shares of voting stock of Farm Family, approval of the New York Insurance
Department and other governmental approvals) and other risk factors listed from
time to time in the Company's Securities and Exchange Commission filings
including the Company's Form 10-K filed for the fiscal year ended December 31,
1999 and Form 10-Q's filed for the quarters ended March 31, 2000 and June 30,
2000. Accordingly, there can be no assurance that actual results will conform
to the forward-looking statements in this Form 10-Q.
12
Results of Operations
The Three Months Ended September 30, 2000 Compared to the Three Months Ended
September 30, 1999
Insurance Premiums and Contract Charges
Premium revenue increased to $60.8 million for the three months ended September
30, 2000 from $58.5 million for the same period in 1999.
Premium revenue for property and casualty insurance increased $2.0 million
during the three months ended September 30, 2000 to $51.4 million from $49.4
million for the same period in 1999. The increase was primarily attributable to
an increase of $3.6 million in premium revenue from our direct writings and an
increase of $0.6 million in voluntary assumed reinsurance premiums. These
increases in premium revenue were partially offset by a $1.9 million increase in
premiums ceded to our reinsurers.
The $3.6 million increase in premium revenue from our direct writings was
primarily attributable to an increase of $3.2 million, or 7.9%, in earned
premiums from our primary products (personal and commercial automobile products
other than assigned risk automobile business, the Special Farm Package,
businessowners products, homeowners products, and Special Home Package) and an
increase of $0.4 million, or 5.3%, in earned premiums from other products. The
number of policies in force related to our primary products increased by 7.8% to
approximately 154,100 as of September 30, 2000 from approximately 143,000 as of
September 30, 1999. Total policies in force increased by approximately 14,000,
or 8.1%, to 187,600 as of September 30, 2000 compared to 173,600 as of September
30, 1999. The increase in policies in force was primarily attributable to
increases in policies issued in Pennsylvania, New York, West Virginia and New
Jersey.
Property and casualty net written premiums increased $3.1 million to $53.3
million for the three months ended September 30, 2000 compared to $50.2 million
for the same period in 1999. The increase in net written premiums was primarily
attributable to an increase of $4.8 million in direct writings (excluding
assigned risk automobile business premiums) and an increase of $0.6 million in
voluntary assumed reinsurance premiums. This increase was partially offset by a
$1.9 million increase in premiums ceded to our reinsurers.
Direct property and casualty writings (excluding assigned risk automobile
business premiums) increased in ten of the twelve states we serve and for each
of our primary products during the third quarter of 2000 compared to the same
period in 1999.
Life insurance premium revenue increased $0.3 million to $9.3 million for the
three months ended September 30, 2000, compared to $9.0 million for the same
period in 1999. Life insurance premium revenue includes premiums and contract
charges primarily from the sale of individual whole life, term and universal
life products, and disability income insurance products. Total collected premium
from life insurance policies increased 6.0% to $9.8 million for the third
quarter of 2000 compared to $9.2 million for the same period in 1999.
Net Investment Income
Net investment income increased $0.7 million to $19.1 million for the three
months ended September 30, 2000 from $18.4 million for the same period in 1999.
13
Net investment income for the property and casualty insurance segment increased
$0.6 million, or 11.9%, to $5.8 million for the three months ended September 30,
2000 from $5.2 million for the same period in 1999. The taxable equivalent yield
on the property and casualty insurance segment's investment portfolio for the
three months ended September 30, 2000 and 1999 was 7.0% and 6.9%, respectively.
The increase in net investment income for the property and casualty insurance
segment was primarily the result of an increase in the average cash and invested
assets (at amortized cost) of $26.1 million, or 7.7%, and to a lesser extent, an
increase in the prevailing interest rate environment.
Net investment income for the life insurance segment increased $0.2 million to
$13.2 million for the three months ended September 30, 2000, compared to $13.0
million for the same period in 1999. The yield on fixed maturity investments (at
amortized cost) was 7.0% for each of the three months ended September 30, 2000
and 1999.
Realized Investment Losses, Net
Net realized investment losses decreased to $0.6 million for the three months
ended September 30, 2000 compared to a net loss of $1.2 million for the same
period in 1999. Fluctuations in realized capital gains are largely the result of
timing of sales decisions reflecting decisions on the positioning of the
investment portfolio, as well as assessments of individual securities and
overall market conditions.
Losses and Loss Adjustment Expenses
Losses and loss adjustment expenses on property and casualty insurance increased
$3.1 million, or 8.3%, to $40.5 million for the three months ended September 30,
2000 from $37.4 million for the same period in 1999. Losses and loss adjustment
expenses were 78.7% of premium revenue for the three months ended September 30,
2000 compared to 75.6% of premium revenue for the same period in 1999. The
increase in our loss and loss adjustment expense ratio is largely due to an
increase in severity of personal automobile claims of United Farm Family.
Excluding United Farm Family, our losses and loss adjustment expenses were 75.0%
of premium revenue for the three months ended September 30, 2000 compared to
74.1% for the same period in 1999.
Other Operating Costs and Expenses
Other operating costs and expenses increased $0.8 million to $6.7 million for
the three months ended September 30, 2000 from $5.9 million for the same period
in 1999. For the three months ended September 30, 2000, property and casualty
insurance underwriting expenses (including amortization expenses) were 23.2% of
premium revenue compared to 24.2% for the same period in 1999. The decrease in
the underwriting expense ratio is largely due to a greater relative increase in
our premium revenue than in the level of overhead expenses, as well as the
continuation of our expense management program.
Federal Income Tax Expense
Federal income tax expense was $1.9 million for each of the three months ended
September 30, 2000 and 1999. Federal income tax expense was 26.2% of income
before federal income tax expense and preferred stock dividends for the three
months ended September 30, 2000 compared to 26.6% for the same period in 1999.
The Nine months Ended September 30, 2000 Compared to the Nine months Ended
September 30, 1999
Insurance Premiums and Contract Charges
Premium revenue increased to $175.7 million for the nine months ended September
30, 2000 from $160.8 million for the same period in 1999.
Premium revenue for property and casualty insurance increased $4.9 million
during the nine months ended September 30, 2000 to $147.4 million from $142.5
million for the same period in 1999. The increase was primarily attributable to
an increase of $8.0 million in premium revenue from our direct writings, due in
part to the inclusion of premium revenue of United Farm Family since April 6,
1999. This increase in premium revenue was partially offset by an increase of
$1.7 million in revenue ceded to our reinsurers and a decrease of $1.4 million
in assumed reinsurance premiums.
The $8.0 million increase in premium revenue from our direct writings was
primarily attributable to an increase of $6.9 million, or 5.8%, in earned
premiums from our primary products (personal and commercial automobile products
other than assigned risk automobile business, the Special Farm Package,
businessowners products, homeowners products, and Special Home Package) and an
increase of $1.1 million, or 5.0%, in earned premiums from other products.
14
Property and casualty net written premiums increased $26.6 million to $173.9
million for the nine months ended September 30, 2000 compared to $147.3 million
for the same period in 1999. The increase in net written premiums was primarily
attributable to an increase of $30.8 million in direct writings (excluding
assigned risk automobile business premiums). Premiums from direct writings
increased primarily as a result of the conversion of our personal and commercial
automobile policies in certain states from six-month to twelve-month policies.
Excluding the impact of converting personal and commercial automobile policies
from six-month to twelve-month policies in certain states and premiums from
assigned risk automobile business, direct written premiums increased
approximately $11.7 million or 8.2% to $154.4 million for the first nine months
of 2000 compared to $142.7 million for the same period in 1999. This increase
was partially offset by a decrease of $1.7 million in assigned risk automobile
premiums, an increase of $1.8 million in premiums ceded to our reinsurers and a
decrease of $0.7 in assumed reinsurance premiums.
Excluding the effects of converting personal and commercial automobile policies
in certain states from six-month to twelve-month policies and premiums from
assigned risk automobile business, direct writings increased in eleven of the
twelve states we serve and for each of our primary products during the first
nine months of 2000 compared to the same period in 1999.
Life insurance premium revenue was $28.3 million for the nine months ended
September 30, 2000, compared to $18.4 million for the same period in 1999. Life
insurance premium revenue includes premiums and contract charges primarily from
the sale of individual whole life, term and universal life products, and
disability income insurance products. The 1999 revenue includes amounts
subsequent to April 6, 1999, the effective date of Farm Family Holdings'
acquisition of Farm Family Life.
Net Investment Income
Net investment income increased $15.8 million to $56.4 million for the nine
months ended September 30, 2000 from $40.6 million for the same period in 1999.
The increase is primarily attributable to the inclusion of Farm Family Life
since April 6, 1999.
Net investment income for the property and casualty insurance segment increased
$2.0 million, or 13.6%, to $17.1 million for the nine months ended September 30,
2000 from $15.1 million for the same period in 1999. The taxable equivalent
yield on the property and casualty insurance segment's investment portfolio was
7.0% and 6.9% for the nine months ended September 30, 2000 and 1999,
respectively. The increase in net investment income for the property and
casualty insurance segment was primarily the result of an increase in the
average cash and invested assets (at amortized cost) of $40.2 million, or 12.5%,
and to a lesser extent, an increase in the prevailing interest rate environment.
Net investment income for the life insurance segment was $39.1 million for the
nine months ended September 30, 2000, compared to $25.2 million for the same
period in 1999. The yield on fixed maturity investments (at amortized cost) was
7.1% for the nine months ended September 30, 2000 compared to 6.8% for the same
period in 1999. The 1999 net investment income includes amounts subsequent to
April 6, 1999, the effective date of Farm Family Holdings' acquisition of Farm
Family Life.
Realized Investment Losses, Net
Net realized investment losses increased to $1.7 million for the nine months
ended September 30, 2000 compared to a net loss of $1.0 million for the same
period in 1999. During the second quarter of 2000, we recorded a $1.8 million
writedown of a fixed maturity security as a result of an other than temporary
decline in fair value of the security.
Losses and Loss Adjustment Expenses
Losses and loss adjustment expenses on property and casualty insurance increased
$9.2 million, or 8.6%, to $116.0 million for the nine months ended September 30,
2000 from $106.8 million for the same period in 1999. Losses and loss adjustment
expenses were 78.7% of premium revenue for the nine months ended September 30,
2000 compared to 74.9% of premium revenue for the same period in 1999. The
increase in the loss and loss adjustment expense ratio was primarily
attributable to an increase in the severity of losses incurred on certain of our
businessowners, umbrella, and personal automobile (bodily injury coverage)
policies during the first quarter of 2000, property losses on two of our
voluntary assumed reinsurance contracts during the first quarter of 2000 and an
increase in weather-related losses incurred during the second quarter of 2000
compared to the same period in 1999.
15
Other Operating Costs and Expenses
Other operating costs and expenses increased $3.6 million to $18.4 million for
the nine months ended September 30, 2000 from $14.8 million for the same period
in 1999. The increase was primarily due to the inclusion of other operating
costs and expenses for Farm Family Life subsequent to April 6, 1999, the
effective date of Farm Family Holdings' acquisition of Farm Family Life. The
2000 amounts include nine months of expenses for Farm Family Life. For the nine
months ended September 30, 2000, property and casualty insurance underwriting
expenses (including amortization expenses) were 23.5% of premium revenue
compared to 24.3% for the same period in 1999.
Participating Policyholders' Interest
Participating policyholders' interest of $(9.9) million reduced losses, benefits
and expenses for the nine months ended September 30, 2000, compared to
participating policyholders' interest of $5.7 million which increased losses,
benefits and expenses for the same period in 1999. The 2000 amount includes
$19.0 million, which reduced losses, benefits and expenses, representing the
pre-tax effect of retroactively including Excess Interest and Spreads in our
calculation of the estimate of profits on participating life insurance business
allocable to stockholders for periods through December 31, 1999, as discussed in
Note 3 to the accompanying Consolidated Financial Statements.
Federal Income Tax Expense
Federal income tax expense increased $6.0 million to $11.8 million for the nine
months ended September 30, 2000 from $5.8 million for the same period in 1999.
Federal income tax expense was 30.5% of income before federal income tax expense
and preferred stock dividends for the nine months ended September 30, 2000
compared to 29.3% for the same period in 1999.
Liquidity and Capital Resources
Farm Family Holdings may receive dividends from subsidiaries, if declared and
paid. The New York Insurance Law regulates the distribution of dividends and
other payments to Farm Family Holdings by Farm Family Casualty and Farm Family
Life. As of December 31, 1999, the maximum amount of shareholder dividends that
could be paid by Farm Family Casualty without the prior approval of the New York
State Insurance Department (the "Department") was approximately $4.3 million.
During the first nine months of 2000, Farm Family Casualty declared and paid
dividends of $0.5 million to Farm Family Holdings.
Effective September 20, 2000, New York Insurance Law was amended to permit
domestic stock life insurers to distribute shareholder dividends up to a certain
threshold amount without the prior approval of the Department. Previously, the
payment of shareholder dividends by Farm Family Life was subject to prior
approval of the Department. The maximum amount of shareholder dividends that
could be paid by Farm Family Life without the prior approval of the Department
during 2000 is approximately $6.6 million. During the first nine months of 2000,
Farm Family Life declared and paid dividends of $1.0 million to Farm Family
Holdings with the prior approval of the Department.
We have a revolving credit agreement with three banks, which provides for
uncollateralized borrowings of up to $30.0 million. At September 30, 2000, no
amounts were outstanding.
On April 25, 2000, the Company's Board of Directors adopted a stock repurchase
plan that authorizes the Company to repurchase shares of its common stock in an
aggregate amount of up to $7.5 million. During 2000, we repurchased 110,000
shares of our common stock for $3.0 million at an average cost of $27.45 per
share. The repurchases were financed through cash generated from operations. As
of September 30, 2000, $4.5 million remained authorized under the stock
repurchase plan for future share repurchases. Pursuant to the Agreement and Plan
of Merger among American National Insurance Company, American National
Acquisition Company and Farm Family Holdings, Farm Family Holdings may not
repurchase any additional shares prior to the closing of the merger with
American National Insurance Company, without the prior consent of American
National Insurance Company. See Note 2 to the Consolidated Financial Statements
for further details regarding the merger.
Net cash provided by operating activities was $55.2 million and $44.5 million
during the nine-month periods ended September 30, 2000 and 1999, respectively.
The increase in net cash provided by operating activities was primarily
attributable to the additional operating cash flow from Farm Family Life since
the 1999 results include amounts subsequent to April 6, 1999. The 2000 amounts
include nine months of operating activities for Farm Family Life.
16
Net cash used in investing activities was $26.3 million during the nine months
ending September 30, 2000 compared to $23.7 million for the same period in 1999.
The increase in cash used in investing activities resulted primarily from a
decrease in investment collections partially offset by an increase in proceeds
from investment sales and a decrease in investment purchases.
Net cash used in financing activities was $27.3 million for the nine months
ending September 30, 2000 compared to $11.5 million for the same period in 1999.
The increase is the result of contractholder fund withdrawals on interest
sensitive products exceeding the related deposits for these products to a
greater degree than in the prior year. We believe the excess of contractholder
fund withdrawals over deposits is primarily related to the strength of the stock
market, the prevailing interest rate environment and increased competition from
other fixed and variable annuity products. In addition, contractholder fund
withdrawals and deposits for Farm Family Life in 1999 include amounts subsequent
to April 6, 1999. The 2000 amounts include nine months of financing activities
for Farm Family Life. Also, we repurchased 110,000 shares of our common stock
for $3.0 million in 2000 with no repurchases made in 1999.
Future Application of Accounting Standards
In September 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("Statement 133") and subsequently issued
Statement of Financial Accounting Standards No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities - an Amendment of FAS 133"
("Statement 138"). These statements, which are effective for the Company for the
year beginning January 1, 2001, establish accounting and reporting standards for
derivative instruments and for hedging activities. Management believes that
Statements 133 and 138 will not have a material impact on the Company's
Consolidated Financial Statements.
In 1998, the National Association of Insurance Commissioners ("NAIC") adopted
the Codification of Statutory Accounting Principles guidance (the
"Codification"), which will replace the current Accounting Practices and
Procedures Manual as the NAIC's primary guidance on statutory accounting.
Statutory accounting is a comprehensive basis of accounting based on prescribed
accounting practices, which include state laws, regulations and general
administrative rules, as well as a variety of publications of the NAIC. The
Codification provides guidance for the areas where statutory accounting has been
silent and changes current statutory accounting in some areas. The NAIC has
established January 1, 2001 as the effective date of the Codification. The New
York Insurance Department has advised that it intends to proceed with
implementation of the Codification, subject to any provisions in New York
statute which conflict with particular points in the Codification rules. We have
not estimated the potential effect of adopting the Codification.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK
Our market risks of financial instruments and investment objectives have not
materially changed since December 31, 1999.
17
PART II. OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
EXHIBIT INDEX
FARM FAMILY HOLDINGS, INC. FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2000
Exhibit
Number Document Description
- - - --------------------------------------------------------------------------------
2.1 Plan of Reorganization and Conversion dated February 14, 1996 as
amended by Amendment No. 1, dated April 23, 1996 (Incorporated by
reference to Registration Statement No. 333-4446)
3.1 Certificate of Incorporation of Farm Family Holdings, Inc.
(Incorporated by reference to Registration Statement No. 333-4446)
3.2 Bylaws of Farm Family Holdings, Inc. (Incorporated by reference to
Registration Statement No. 333-4446)
4.1 Certificate of Designations of Junior Participating Cumulative
Preferred Stock of Farm Family Holdings, Inc. (incorporated by
reference to Exhibit 4.3 to Form S-8, Registration No. 333-80723 filed
with the Securities and Exchange Commission on June 15, 1999)
4.2 Certificate of Corrections to Certificate of Designations of Junior
Participating Cumulative Preferred Stock of Farm Family Holdings, Inc.
(incorporated by reference to Exhibit 4.4 to Form S-8, Registration
No. 333-80723 filed with the Securities and Exchange Commission on
June 15, 1999)
4.3 Certificate of Designations of Farm Family Holdings, Inc. Preferred
Stock, Series A (incorporated by reference to Exhibit 4.5 to Form S-8,
Registration No. 333-80723 filed with the Securities and Exchange
Commission on June 15, 1999)
4.4 Rights Agreement, dated as of July 29, 1997, between the Company and
The Bank of New York (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K/A filed with the Securities and
Exchange Commission on June 14, 1999) as amended by Amendment of
Rights Agreement entered into as of October 31, 2000 (incorporated by
reference to Exhibit 4.1 Farm Family Holdings, Inc. Form 8-A/A filed
with the Securities and Exchange Commission on November 3, 2000)
4.5 Registration Rights Agreement, dated as of April 6, 1999 by and among
Farm Family Holdings, Inc. and the Shareholders of the Farm Family
Life Insurance Company (incorporated by reference to Farm Family
Holdings, Inc. Form 10-Q for the quarter ended June 30, 1999)
10.1 Amended and Restated Option Purchase Agreement, dated February 26,
1998 among Farm Family Holdings, Inc. and the Shareholders of Farm
Family Life Insurance Company, as amended by Amendment No. 1 dated as
of April 28, 1998 and Amendment No. 2 dated as of January 14, 1999
(incorporated by reference to the Proxy Statement of Farm Family
Holdings, Inc. dated February 17, 1999)
10.2 Amended and Restated Expense Sharing Agreement, made effective as of
February 14, 1996, by and among Farm Family Mutual Insurance Company,
Farm Family Life Insurance Company and Farm Family Holdings, Inc.
(Incorporated by reference to Farm Family Holdings, Inc. Form 10-K for
the year ended December 31, 1996)
10.3 Indenture of Lease, made the 1st day of January 1999, between Farm
Family Life Insurance Company and Farm Family Casualty Insurance
Company (incorporated by reference to Farm Family Holdings, Inc. Form
10-Q for the quarter ended March 31, 1999)
10.4 Form of Membership List Purchase Agreement between Farm Family Mutual
Insurance Company and each of the Farm Bureaus (incorporated by
reference to Exhibit 10.9 to Form S-1, Registration No. 333-4446 filed
with the Securities and Exchange Commission on May 3, 1996) as amended
by Amendment No. 1 to Membership List Purchase Agreements, effective
July 26, 1996 (incorporated by reference to Farm Family Holdings,
Inc.'s Form 10-Q for the quarter ended March 31, 1997) and Amendment
No. 2 to Membership List Purchase Agreements (Farm Family Casualty
Insurance Company), effective January 1, 1998 (incorporated by
reference to Farm Family Holdings, Inc.'s Form 10-Q for the quarter
ended June 30, 1999)
18
Exhibit
Number Document Description
- - - --------------- ----------------------------------------------------------------
10.5 Form of Membership List Purchase Agreement between Farm Family Life
Insurance Company and each of the Farm Bureaus, as amended by
Amendment No. 1 to Membership List Purchase Agreements (Farm Family
Life Insurance Company), effective January 1, 1998 (incorporated by
reference to Farm Family Holdings, Inc.'s Form 10-Q for the quarter
ended June 30, 1999)
10.6 Farm Family Life Insurance Company Annual Incentive Plan, as amended
and restated as of October 27, 1998 (incorporated by reference to Farm
Family Holdings, Inc.'s Form 10-Q for the quarter ended June 30, 1999)
as amended by Amendment No. 1 to the Farm Family Life Insurance
Company Annual Incentive Plan effective July 28, 1999 (incorporated by
reference to Farm Family Holdings, Inc.'s Form 10-Q for the quarter
ended September 30, 1999) and Farm Family Life Insurance Company
Annual Incentive Plan Termination, effective as of April 25, 2000
(incorporated by reference to Farm Family Holdings, Inc.'s Form 10-Q
for the quarter ended June 30, 2000)
10.7 Farm Family Supplemental Profit Sharing and Money Purchase Plan,
effective January 1, 1997 (incorporated by reference to Farm Family
Holdings, Inc.'s Form 10-K for the year ended December 31, 1996) as
amended by Amendment No. 1 to Supplemental Profit Sharing and Money
Purchase Plan effective as of April 27, 1999 (incorporated by
reference to Farm Family Holdings, Inc.'s Form 10-Q for the quarter
ended June 30, 1999) and Amendment No. 2 to the Farm Family Holdings,
Inc. Supplemental Profit Sharing and Money Purchase Plan effective
July 28, 1999 (incorporated by reference to Farm Family Holdings,
Inc.'s Form 10-Q for the quarter ended September 30, 1999)
10.8 Service Agreement, made effective as of July 25, 1988 by and between
Farm Family Mutual Insurance Company and United Farm Family Insurance
Company (Incorporated by reference to Registration Statement No.
333-4446)
10.9 Farm Family Life Insurance Company, Farm Family Casualty Insurance
Company, Farm Family Holdings, Inc. Officer Severance Pay Plan
effective August 1, 1994, as amended July 29, 1997, July 28, 1998,
October 27, 1998, July 28, 1999 and October 31, 2000 (filed herewith)
10.10 Farm Family Mutual Insurance Company Supplemental Employee Retirement
Plan, adopted as of January 1, 1994 (Incorporated by reference to
Registration Statement No. 333-4446)
10.11 Farm Family Holdings, Inc. Directors' Deferred Compensation Plan,
effective January 1, 1997 (Incorporated by reference to Farm Family
Holdings, Inc. Form 10-K for the year ended December 31, 1996) as
amended by Amendment No. 1 dated as of October 27, 1998 (incorporated
by reference to Farm Family Holdings, Inc.'s Form 10-K for the year
ended December 31, 1998) and Amendment No. 2 effective July 28, 1999
(incorporated by reference to Farm Family Holdings, Inc.'s Form 10-Q
for the quarter ended September 30, 1999)
10.12 Farm Family Holdings, Inc. Officers' Deferred Compensation Plan,
effective January 1, 1997 (Incorporated by reference to Farm Family
Holdings, Inc. Form 10-K for the year ended December 31, 1996) as
amended by Amendment No. 1 dated as of October 27, 1998 (incorporated
by reference to Farm Family Holdings, Inc.'s Form 10-K for the year
ended December 31, 1998) and Amendment No. 2 effective July 28, 1999
(incorporated by reference to Farm Family Holdings, Inc.'s Form 10-Q
for the quarter ended September 30, 1999)
10.13 Farm Family Holdings, Inc. Annual Incentive Plan effective, as
amended and restated as of October 27, 1998 (incorporated by reference
to Farm Family Holdings, Inc.'s Form 10-K for the year ended December
31, 1998) as amended by Amendment No. 1 effective July 28, 1999
(incorporated by reference to Farm Family Holdings, Inc.'s Form 10-Q
for the quarter ended September 30, 1999) and Amendment No. 2 to Farm
Family Holdings, Inc. Annual Incentive Plan effective October 31, 2000
(filed herewith)
10.14 Tax Payment Allocation Agreement effective January 1, 1996 by and
between Farm Family Holdings, Inc. and Farm Family Casualty Insurance
Company (Incorporated by reference to Farm Family Holdings, Inc. Form
10-K for the year ended December 31, 1996)
10.15 Farm Family Holdings, Inc. Amended and Restated Omnibus Securities
Plan, effective as of February 29, 2000 (incorporated by reference to
Farm Family Holdings, Inc. Form 10-Q for the quarter ended June 30,
2000)
10.16 Indenture of Lease made the 1st day of January 1999, between Farm
Family Life Insurance Company and New York Farm Bureau, Inc. 2000
(incorporated by reference to Farm Family Holdings, Inc. Form 10-Q for
the quarter ended June 30, 2000)
27 Financial Data Schedule (for electronic filing purposes only)
19
Reports on Form 8-K
A report on Form 8-K was filed on July 28, 2000 reporting a press release issued
announcing operating results for the second quarter ended June 30, 2000.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FARM FAMILY HOLDINGS, INC.
(Registrant)
November 13, 2000 By: /s/ Philip P. Weber
- - - ------------------------------------ ---------------------------------------
(Date) Philip P. Weber, President & Chief
Executive Officer
(Principal Executive Officer)
November 13, 2000 By: /s/ Timothy A. Walsh
- - - ------------------------------------ ---------------------------------------
(Date) Timothy A. Walsh, Executive VP,
Chief Financial Officer & Treasurer
(Principal Financial & Accounting
Officer)
Exhibit 10.9
FARM FAMILY LIFE INSURANCE COMPANY
FARM FAMILY CASUALTY INSURANCE COMPANY
FARM FAMILY HOLDINGS, INC.
OFFICER SEVERANCE PAY PLAN
Effective October 31, 2000
Purpose
Farm Family Life Insurance Company (hereinafter referred to as "Life"), Farm
Family Casualty Insurance Company (hereinafter referred to as "Casualty") and
Farm Family Holdings, Inc. (hereinafter referred to as "Holdings") have adopted
a severance pay plan effective August 1, 1994, as amended July 29, 1997, July
28, 1998, October 27, 1998, July 28, 1999, and as further amended October 31,
2000, the purpose of which is to provide financial benefits to officers of Life,
Casualty or Holdings who lose their positions under Severance Qualifying
Conditions.
Eligible Officers
All officers of Life, Casualty and Holdings (each of such companies a "Company"
and collectively, the "Companies"), who are employed and an officer on October
31, 2000 are eligible for severance benefits under this plan. As of the Merger
Closing Date, Designated Officers shall not be eligible to participate in this
plan.
Definitions
1. Cause: An officer's:
-----
(a) felony conviction or the failure of an officer to contest prosecution
for a felony;
(b) willful misconduct or dishonesty, any of which is directly and
materially harmful to the business or reputation of Life, Casualty or
Holdings;
(c) theft, participation in any material fraudulent conduct, or other acts
involving material misappropriation of property; or
(d) willful and continued failure by the officer to substantially perform
the officer's duties properly assigned to the officer (other than any
such failure resulting from the officer's incapacity due to physical
or mental illness) after demand for substantial performance is
delivered by the Company specifically identifying the manner in which
the Company believes the officer has not substantially performed
his/her duties.
For purposes of determining Cause, no act, or failure to act, on the
officer's part shall be considered "willful" unless done, or omitted to be
done, by him not in good faith and without reasonable belief that his
action or omission was in the best interests of the Company.
Furthermore, the officer shall not be deemed to have been terminated for
Cause without (i) reasonable notice to the officer setting forth the
reasons for the Company's intention to terminate for Cause, (ii) an
opportunity for the officer, together with the officer's counsel, to be
heard before the Board, and (iii) delivery to the officer of a notice of
termination from the Board finding that in the good faith opinion of a
majority of the Board, the officer was guilty of conduct set forth in this
Section.
2. Change in Control: A change in control of Life, Casualty or Holdings of a
nature that would be required to be reported in response to Item 6(e) of
schedule 14A of Regulation 14A under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), whether or not Life, Casualty or Holdings
is subject to the Exchange Act at such time; provided, however, that
without limiting the generality of the foregoing, a Change in Control will
in any event be deemed to occur if and when:
(a) any person (as such term is used in paragraphs 13(d) and 14(d)(2) of
the Exchange Act, hereinafter in this definition, "Person"), other
than Life, Casualty or Holdings, or a subsidiary of Life, Casualty or
Holdings or employee benefit plan of Life, Casualty or Holdings,
becomes the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly of twenty percent (20%) or more
of the common stock of Life, Casualty, or Holdings then outstanding;
(b) stockholders approve a merger, consolidation or other business
combination (a "Business Combination") other than a Business
Combination in which the persons who were the holders of common stock
of Life, Casualty or Holdings immediately prior to the Business
Combination (i) own, immediately after the Business Combination, more
than sixty percent (60%) of the combined voting power of securities
issued by the ultimate parent company resulting from such Business
Combination and (ii) own such securities in substantially the same
proportion as they were owned by such persons immediately prior to the
Business Combination;
(c) stockholders approve either (i) an agreement for the sale or
disposition of all or substantially all of Life's, Casualty's, or
Holding's assets to any entity that is not a subsidiary of one of said
Companies, or (ii) a plan of complete liquidation; or
(d) the persons who were members of the Board of Directors immediately
before a tender offer by any Person other than Life, Casualty or
Holdings or a subsidiary of Life, Casualty or Holdings, or before a
merger, consolidation or contested election, or before any combination
of such transactions, cease to constitute a majority of the Board of
Directors as a result of such transaction or transactions.
Provided, however, that the acquisition of Life by Holdings pursuant to the
Amended and Restated Option Purchase Agreement dated as of February 26, 1998 by
and among Holdings and the shareholders of Life, as amended by Amendment No. 1
to Amended and Restated Option Purchase Agreement dated as of April 28, 1998, as
the same may be further amended from time to time, shall not constitute a Change
in Control hereunder.
3. Designated Officers: The term "Designated Officers" shall mean
Philip P. Weber, Timothy A. Walsh, Victoria M. Stanton, and
James J. Bettini.
4. Good Reason: "Good Reason" for termination of employment by the Eligible
Officer shall mean the occurrence (without the Eligible Officer's express
written consent) after a Change in Control of any one or more of the
following unless such act is remedied by the Companies within ten (10)
business days after receipt of written notice thereof given by the
Eligible Officer:
(i) the assignment of the Eligible Officer to duties materially
inconsistent with the Eligible Officer's authorities, duties,
responsibilities and status (including offices, titles and reporting
requirements) as an executive and/or officer of any Company or a
material reduction or alteration in the nature or status of the
Eligible Officer's authorities, duties or responsibilities from those
in effect as of ninety (90) days prior to the Change in Control;
(ii) a reduction of the Eligible Officer's base salary in effect on the
Effective Date hereof or as the same shall be increased from time to
time, unless such reduction is less than ten percent (10%) and is
either (a) replaced by an incentive opportunity equal in value or is
(b) consistent and proportional with an overall reduction in
management compensation (i.e., the base salary of the Eligible
Officer will not be singled out for reduction in a manner
inconsistent to a reduction imposed on other executives of the
Companies);
(iii)the failure of any Company to continue in effect any of the Company's
annual and long-term incentive compensation plans or employee benefit
or retirement plans, policies practices or other compensation
arrangements (collectively the "Compensation Arrangements") in which
the Eligible Officer participates unless such failure to continue the
plan, policy, practice or arrangement pertains to all plan
participants generally and the lost value is being replaced by a new
plan, policy, practice or arrangement of reasonably equivalent value;
or the failure by the Company to continue the Eligible Officer's
participation in the Compensation Arrangements on substantially the
same basis, both in terms of the amount of benefits provided and the
level of the Eligible Officer's participation relative to other
participants, as existed immediately prior to the Change in Control;
(iv) the permanent relocation of the principal place of the Eligible
Officer's employment to a location that is more than fifty (50) miles
from the location of the principal place of the Eligible Officer's
employment on the date immediately prior to the Change in Control; or
(v) the failure of a Company to obtain an agreement, in form and
substance reasonably satisfactory to the Eligible Officer, from any
acquirer of or successor to such Company to expressly assume and
agree to discharge the Company's obligations to the Eligible Officer
under this Officer Severance Pay Plan.
The Eligible Officer's right to terminate employment for Good Reason shall not
be affected by the Eligible Officer's incapacity due to physical or mental
illness. The Eligible Officer's continued employment shall not constitute
consent to, or a waiver of rights with respect to, any circumstance constituting
Good Reason herein; provided, however, that the Eligible Officer must provide
notice of termination of employment within ninety (90) days following the
Eligible Officer's knowledge of an event constituting Good Reason or such event
shall not constitute Good Reason hereunder.
5. Merger Agreement: The "Merger Agreement" shall mean the Agreement and
Plan of Merger dated as of October 31, 2000 among American National
Insurance Company, American National Acquisition Company, and Farm Family
Holdings, Inc.
6. Merger Closing Date: The "Merger Closing Date" means the date of the
closing of the merger contemplated by the Merger Agreement.
7. Salary: The sum of (i) the highest rate of wages, salaries and fees for
professional services, and other amounts received by the officer for
personal services actually rendered in the course of employment with the
Companies within the last two years, on an annualized basis and (ii) the
highest Target Award Opportunity established for the officer under each
of the Company's Annual Incentive Plan within the last two years. Salary
does include taxable reimbursements or other expense allowances, fringe
benefits (cash and non cash), and moving expenses. Salary does not
include:
(a) any distribution from a plan of deferred compensation;
(b) amounts realized from the exercise of a non qualified stock option, or
when restricted stock (or property) held by an officer either becomes
freely transferable or is no longer subject to substantial risk of
forfeiture; and
(c) amounts realized from the sale, exchange or other disposition of stock
acquired under a qualified stock option.
8. Year of Service: A period of 12 months during which the individual is an
officer and/or employee of Life, Casualty or Holdings, excluding any
service as:
(a) A leased employee;
(b) An independent contractor; or
(c) An employee or agent of the Company compensated pursuant to an agent's
training allowance program, agent's, independent agent's, regional
manager's contract or other contract of the same general character
Severance Qualifying Conditions
An Eligible Officer whose employment with Life, Casualty or Holdings is
terminated, is eligible for severance benefits, if his or her employment is
terminated under the following conditions ("Severance Qualifying Conditions"):
1. The officer's employment with Life, Casualty or Holdings is
(a) involuntarily terminated other than for cause;
(b) terminated (i) due to the elimination of the officer's position or the
replacement of the officer with another individual or individuals and
(ii) the officer is not offered another position of comparable
responsibility and compensation with Life, Casualty or Holdings
("Elimination of Position Termination");
(c) terminated due to a Change in Control of Life, Casualty or Holdings
and the officer is not offered a position of comparable responsibility
and compensation by the acquiring or resulting company ("Change in
Control Termination");
(d) terminated by the officer for Good Reason ("Termination for Good
Reason"); or
(e) in the case of the Chief Executive Officer or an Executive Vice
President, terminated by the officer within 30 days following the
first anniversary of a Change in Control ("Change in Control
Anniversary Termination"); AND
2. The officer executes a release of all claims against Life, Casualty and
Holdings acceptable to Life, Casualty and Holdings.
The termination of an officer's employment with Life, Casualty or
Holdings, for any of the following reasons shall not be treated as a
Severance Qualifying Condition:
If an officer resigns, abandons his or her job, fails to return from an
approved leave of absence or initiates termination on any similar basis
other than pursuant to Elimination of Position Termination, Change in
Control Termination, Termination for Good Reason or Change in Control
Anniversary Termination;
If an officer is terminated for Cause.
An Eligible Officer wishing to terminate employment with the Companies
pursuant to Subsection 1(c), 1(d) or 1(e) of the Severance Qualifying
Conditions set forth above shall provide written notice thereof to the
Director of Human Resources or, in the case of such notice given by the
Director of Human Resources, to the Chief Executive Officer of the
Companies. Such written notice shall set forth (i) the specific Severance
Qualifying Event relied upon, (ii) the facts and circumstances claimed to
provide a basis for termination pursuant to such Severance Qualifying
Event; and (iii) the date of termination (which date shall not be less
than fifteen (15) nor more than sixty (60) days after the giving of such
notice).
The decision of whether an officer's termination is a Severance
Qualifying Condition shall be determined solely at the Companies'
discretion.
Policy
In the event that an Eligible Officer becomes eligible to receive severance
benefits as a result of meeting the Severance Qualifying Conditions set forth
above, the Companies shall pay to the Eligible Officer and provide him or her
with severance benefits equal to the following:
1. A lump sum amount equal to the Eligible Officer's unpaid salary, accrued
vacation pay, unreimbursed business expenses and all other items earned by
and owed to the Eligible Officer through and including the effective date
of employment termination.
2. The greater of:
(a) one week's Salary for each Year of Service;
(b) in the case of an Elimination of Position Termination which occurs
during the period which begins on October 31, 2000, and ends three
years after the Merger Closing Date, the greater of: (i) two weeks'
base salary for each Year of Service, up to a maximum of 12 months'
base salary, or (ii) four weeks' base salary; or
(c) (i) 36 months Salary in the case of the Chief Executive Officer; (ii)
24 months Salary in the case of an Executive Vice President; (iii) 12
months Salary in the case of a Senior Vice President; and
(iv) 6 months Salary in the case of any officer other than the Chief
Executive Officer, Executive Vice Presidents, and Senior Vice
Presidents
3. A lump sum amount equal to the amount, if any, to which the Eligible
Officer is entitled to receive under each of the Companies Annual
Incentive Plans. This amount, if any, shall be paid to the Eligible
Officer pursuant to the applicable Annual Incentive Plan(s).
4. A continuation for the period set forth in the applicable subsection of
paragraph 2(c) of this Section of the Eligible Officer's medical, dental,
group term life and disability insurance coverages. These benefits shall
be provided by the Companies, to the extent permitted under the terms of
such plans and applicable law, to the Eligible Officer beginning
immediately upon the effective date of termination. Such benefits shall be
provided at the same premium cost to the Eligible Officer, if any, and at
the same coverage level, as in effect as of the Eligible Officer's
effective date of termination. To the extent that the Companies are unable
to provide for continuation of such benefits pursuant to the terms of such
plans and applicable law, the Companies shall provide an equivalent
benefit to the Eligible Officer.
Notwithstanding the above, these insurance benefits shall be discontinued
prior to the end of the stated continuation period in the event the
Eligible Officer receives substantially similar benefits from a subsequent
employer, as determined solely by the Plan Administrator in good faith.
For purposes of enforcing this offset provision, the Eligible Officer
shall be deemed to have a duty to keep the Director of Human Resources
informed as to the terms and conditions of any subsequent employment and
the corresponding benefits earned from such employment and shall provide,
or cause to provide, to the Director of Human Resources in writing
correct, complete and timely information concerning the same.
5. The Eligible Officer shall be entitled, at the expense of the Companies, to
receive standard outplacement services from a nationally recognized
outplacement firm of the Companies' selection, for a period of up to two
(2) years from the effective date of termination. Such services shall be at
the Companies' expense to a maximum amount of twenty percent (20%) of the
Eligible Officer's annual rate of base salary as of the effective date of
termination.
Any bonuses or performance or merit reviews that are pending or in process
shall not affect the amount of any officer's severance benefits.
In the event an officer becomes eligible for severance benefits pursuant to this
Officer Severance Pay Plan due to a Severance Qualifying Event with respect to
Life, Casualty or Holdings or any combination of the Companies less than all
three of the Companies, then Salary shall include only the amount of Salary
which would be allocated to the company for which there is a Severance
Qualifying Event for the Eligible Officer pursuant to the Amended and Restated
Expense Sharing Agreement dated February 14, 1996 or any successor agreement
thereto.
The decision of how benefits will be paid will be made by the Companies in their
sole discretion. The Companies will pay all benefits under this plan from their
general assets.
Certain Additional Payments by the Companies
In the event it shall be determined that any payment, award, benefit or
distribution (or any acceleration of any payment, award, benefit or
distribution) by the Companies (or any of their affiliated entities) or any
entity which effectuates a Change in Control (or any of its affiliated entities)
to or for the benefit of an Eligible Officer (whether pursuant to the terms of
this Officer Severance Pay Plan or otherwise, but determined without regard to
any additional payments required under this Section) (the "Payments") would be
subject to the excise tax imposed by Section 4999 of the Internal Revenue Code
of 1986, as amended (the "Code") (or any similar tax that may hereafter be
imposed), or any interest or penalties are incurred by the Eligible Officer with
respect to such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the "Excise Tax"), then
the Companies shall pay to the Eligible Officer an additional payment (a "Gross
Up Payment") in an amount such that after payment by the Eligible Officer of all
taxes (including any Excise Tax) imposed upon the Gross Up Payment, the Eligible
Officer retains an amount of the Gross Up Payment equal to the sum of (x) the
Excise Tax imposed upon the Payments and (y) the product of any deductions
disallowed for federal, state or local income tax purposes because of the
inclusion of the Gross Up Payment in the Eligible Officer's adjusted gross
income and the highest applicable marginal rate of federal, state or local
income taxation, respectively, for the calendar year in which the Gross Up
Payment is to be made. For purposes of determining the amount of the Gross Up
Payment, the Eligible Officer shall be deemed to (i) pay federal income taxes at
the highest marginal rates of federal income taxation for the calendar year in
which the Gross Up Payment is to be made, (ii) pay applicable state and local
income taxes at the highest marginal rate of taxation for the calendar year in
which the Gross Up Payment is to be made, net of the maximum reduction in
federal income taxes which could be obtained from deduction of such state and
local taxes and (iii) have otherwise allowable deductions for federal, state and
local income tax purposes at least equal to those disallowed because of the
inclusion of the Gross Up Payment in the Eligible Officer's adjusted gross
income.
Subject to the provisions of this Section, all determinations required to be
made under this Section, including whether and when a Gross Up Payment is
required and the amount of such Gross Up Payment, and the assumptions to be
utilized in arriving at such determinations, shall be made by tax counsel,
compensation consultants or auditors of nationally recognized standing (the
"Independent Advisors") selected by the Companies and reasonably acceptable to
the Eligible Officer which shall provide detailed supporting calculations both
to the Companies and the Eligible Officer within fifteen (15) business days of
the receipt of notice from the Companies or the Eligible Officer that there has
been a Payment, or such earlier time as is requested by the Companies
(collectively, the "Determination"). All fees and expenses of the Independent
Advisors shall be borne solely by the Companies. The Gross Up Payment under this
Section with respect to any Payments shall be made no later than thirty (30)
days following such Payment. If the Independent Advisors determine that no
Excise Tax is payable by the Eligible Officer, it shall furnish the Eligible
Officer with a written opinion to such effect, and to the effect that failure to
report the Excise Tax, if any, on the Eligible Officer's applicable federal
income tax return will not result in the imposition of a negligence or similar
penalty. The Determination by the Independent Advisors shall be binding upon the
Companies and the Eligible Officer. In the event that the Excise Tax is
subsequently determined to be less than the amount taken into account hereunder
at the time the Gross Up Payment is made, the Eligible Officer shall repay to
the Companies at the time that the amount of such reduction in Excise Tax is
finally determined (but, if previously paid to the taxing authorities, not prior
to the time the amount of such reduction is refunded to the Eligible Officer or
otherwise realized as a benefit by the Eligible Officer) the portion of the
Gross Up Payment that would not have been paid if such Excise Tax had been
applied in initially calculating the Gross Up Payment, plus interest on the
amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the
Code. In the event that the Excise Tax is determined to exceed the amount taken
into account hereunder at the time the Gross Up Payment is made (including by
reason of any payment the existence or amount of which cannot be determined at
the time of the Gross Up Payment), the Companies shall make an additional Gross
Up Payment and shall indemnify and hold the Eligible Officer harmless in respect
of such excess (plus any interest and penalties payable with respect to such
excess) at the time that the amount of such excess is finally determined. The
Eligible Officer shall cooperate, to the extent his or her expenses are
reimbursed by the Companies, with any reasonable requests by the Companies in
connection with any contests or disputes with the Internal Revenue Service in
connection with the Excise Tax.
Review of Denial of Benefits/Appeal Process
If an officer does not receive benefits to which the officer thinks he or she is
entitled, the officer may file a claim for those benefits. The Director of Human
Resources will rule on the claims within 60 days of receipt of the claim. In the
case of claims made by the Director of Human Resources, the Chief Executive
Officer of the Companies shall make such review and determination. If claims are
denied, in whole or in part, the officer will be notified in writing. A copy of
the ruling and a statement supporting the decision will be given to the officer.
The notice will indicate why the claims were denied, and either describe any
additional information necessary to grant a claim or instruct the officer on how
to appeal the denial.
After an officer receives notice of denial of his or her claims, the officer may
appeal to the Plan Administrator, in writing within 60 days. If the officer does
not make an appeal within 60 days, the original decision will become final. The
officer may include in the written appeal any reasons for appeal and any
information to support the officer's rights to benefits. The Plan Administrator
will then reexamine all the facts and come to a final decision. The officer will
be notified of this decision within 60 days of the time that the officer submits
the written appeal, unless there are special circumstances, such as a hearing.
The officer will be notified if an extension is required. However, in no case
will the officer receive the Plan Administrator's decision later than 120 days
after the appeal is submitted. The notice of final decision will include
specific reasons for the decision and identify the plan provisions relied upon.
Fees and Expenses of Eligible Officers
The Companies shall reimburse the Eligible Officer for all reasonable legal,
accounting, actuarial and related fees and expenses incurred by the Eligible
Officer in seeking in good faith to obtain or enforce any benefit or right
provided by this Officer Severance Pay Plan or in connection with any tax audit
or proceeding to the extent attributable to the application of Section 4999 of
the Code (or such other Code Section imposing a similar tax that may hereafter
be enacted) to the Payments or to a Gross Up Payment, each as previously defined
herein. Such reimbursement shall be made within ten (10) business days after
receipt of the Eligible Officer's written request for reimbursement accompanied
with such evidence of fees and expenses incurred as the Companies reasonably may
require.
Amendment or Termination of the Plan
The Companies reserve the right to amend or terminate the plan at any time, with
or without advance notice, by action of the Board of Directors. Provided,
however, that no amendment or termination of the plan will reduce the amount the
Companies agree to pay officers covered by the Plan at the time of the amendment
or termination, in the event of a Severance Qualifying Condition below the
following amounts:
1. 36 months Salary in the case of the Chief Executive Officer;
2. 24 months Salary in the case of an Executive Vice President;
3. 12 months Salary in the case of a Senior Vice President; and
4. 6 months Salary in the case of an officer other than the Chief Executive
Officer, Executive Vice Presidents and Senior Vice Presidents.
Further, it is provided, that no amendment or termination of the plan adversely
affecting the right of any officer employed by the Company on October 31, 2000
to severance pay hereunder due to a Change in Control of Life, Casualty or
Holdings, shall be effective if made after the Board of Directors has approved
such Change in Control.
Employee rights under ERISA
As a participant in this plan, officers are entitled to certain rights and
protection under ERISA. ERISA provides that all plan participants shall be
entitled to:
Examine, free of charge, at the administrative office in their geographic
area, all plan documents and copies of all documents filed by the plan
with the U.S. Department of Labor.
Obtain copies of all plan documents and other plan information upon
written request to theplan administrator. The plan administrator may make
a reasonable charge for the copies.
In addition to creating rights for the plan participants, ERISA imposes
obligations on the people who are responsible for the operation of the plan. The
people who operate the plan, called "fiduciaries" of the plan, have a duty to do
so prudently and in the interest of all plan participants and beneficiaries.
No one, including the Companies or any other person, may discriminate against
employees to prevent them from obtaining a benefit or exercising their rights
under ERISA.
If a claim for a benefit is denied in whole or in part, an employee must receive
a written explanation of the reason for the denial. Employees also have the
right to have the plan administrator review and reconsider any claim.
Under ERISA, there are steps employees can take to enforce the above rights. For
instance, if a participant in the plan requests materials from the plan
administrator and does not receive them within thirty days, the participant may
file suit in a federal court. In such a case, the court may require the plan
administrator to provide the materials and pay up to $100 a day until the
participant receives the materials, unless the materials were not sent because
of reasons beyond the control of the plan administrator. If a claim for benefits
is denied or ignored, in whole or in part, the participant may file suit in a
state or federal court.
If any employee is discriminated against for asserting that person's rights,
assistance may be sought from the U.S. Department of Labor or the participant
may file suit in a federal court. The court will decide who should pay court
costs and legal fees. If the participant is successful, the court may order the
person sued to pay these costs and fees. If the participant loses, the court may
order that person to pay these costs and fees, for example, if it finds a claim
is frivolous.
If a participant has any questions about the plan, the participant should
contact the Human Resources Department of the Companies. If a participant has
any questions about this statement or about his or her rights under ERISA, the
nearest area office of the Labor-Management Services Administration, U.S.
Department of Labor, should be contacted.
General Information. Eligible Officers should note the following information
about the severance plan:
Plan Sponsor. The Plan is sponsored by:
Farm Family Life Insurance Company
Farm Family Casualty Insurance Company
Farm Family Holdings, Inc.
P.O. Box 656
Albany, New York 12201-0656
Telephone Number (518) 431-5000
Plan Administrator: Farm Family Life Insurance Company is the plan
administrator. The plan administrator makes the rules and regulations necessary
to administer the plan. The plan administrator shall have the responsibility and
discretionary authority to interpret the terms of this plan, to determine
eligibility for benefits and to determine the amount of the benefits. The
interpretations and determinations of the plan administrator shall be final and
binding.
Agent for legal process: The Director of Human Resources of Life and Casualty
shall be the agent for service of legal process for all of the Companies. Any
communications should be sent to the following address:
Director of Human Resources
Farm Family Life Insurance Company
Farm Family Casualty Insurance Company
344 Route 9W
Glenmont, NY 12077
Mailing Address:
P.O. Box 656
Albany, NY 12201-0656
Legal process may also be served on the plan administrator at the following
address:
Farm Family Life Insurance Company
Attn.: Human Resources Department
344 Route 9W
Glenmont, NY 12077
Mailing Address:
P.O. Box 656
Albany, NY 12201-0656
Plan year: The records of the plan are kept on a calendar year basis.
Identification number: If an officer needs to discuss the plan with a federal
government agency, he or she should reference the plan number 510. The Company's
employer identification numbers are:
Farm Family Life Insurance Company 14-1400831 Farm Family Casualty
Insurance Company 14-1415410 Farm Family Holdings, Inc. 14-1789227
Notices
Any notice, consent or demand required or permitted to be given under this
Officer Severance Pay Plan shall be in writing and shall be signed by the party
giving or making the same. If such notice, consent or demand is mailed to an
Eligible Officer or to the Companies, it shall be sent by United States
certified mail, postage prepaid, and addressed as set forth below.
If to an Eligible Officer:
To such officer's last known address as shown on the records of the
Company
If to the Director of Human Resources:
Director of Human Resources
Farm Family Life Insurance Company
Farm Family Casualty Insurance Company
344 Route 9W
Glenmont, NY 12077
Mailing Address:
P.O. Box 656
Albany, NY 12201-0656
If to the Plan Administrator:
Farm Family Life Insurance Company
Attn.: Human Resources Department
344 Route 9W
Glenmont, NY 12077
Mailing Address:
P.O. Box 656
Albany, NY 12201-0656
The date of such mailing shall be deemed the date of notice, consent or demand.
An officer may change the address to which notice is to be sent by giving notice
of the change of address in the manner aforesaid.
IN WITNESS WHEREOF, Farm Family Life Insurance Company, Farm Family Casualty
Insurance Company, and Farm Family Holdings, Inc., each by authority of its
Board of Directors, have caused this Officer Severance Pay Plan to be duly
executed as of the date and year first above written.
FARM FAMILY LIFE INSURANCE COMPANY
By: /s/ Philip P. Weber
----------------------------------------
Philip P. Weber
President & Chief Executive Officer
FARM FAMILY CASUALTY INSURANCE COMPANY
By: /s/ Philip P. Weber
----------------------------------------
Philip P. Weber
President & Chief Executive Officer
.
FARM FAMILY HOLDINGS, INC.
By: /s/ Philip P. Weber
----------------------------------------
Philip P. Weber
President & Chief Executive Officer
Exhibit 10.13
AMENDMENT NO. 2 TO THE
FARM FAMILY HOLDINGS, INC.
ANNUAL INCENTIVE PLAN
This AMENDMENT NO. 2 TO THE Farm Family HOLDINGS, INC. ANNUAL INCENTIVE PLAN,
dated as of October 31, 2000 (this "Amendment No. 2"), was adopted by the Board
of Directors of Farm Family HOLDINGS, INC. (the "Company"), at a meeting duly
called and held on October 31, 2000.
WHEREAS, the Board of Directors of the Company (the "Board") adopted the Farm
Family Holdings, Inc. Annual Incentive Plan, effective January 1, 1997, as
amended and restated as of October 27, 1998 (as amended and restated, the
"Plan"); and
WHEREAS, pursuant to Section 8.06 of the Plan, the Board has the right to amend
the Plan at any time; and
WHEREAS, the Board desires to amend and modify the Plan as set forth herein.
NOW, THEREFORE, the Plan shall be, and hereby is, amended and modified,
effective October 31, 2000, as follows:
1. Article 1 is hereby amended by redesignating former Sections 1.06 through
1.10 to new Sections 1.07 through 1.11 and adding new Section 1.06, which
shall read as follows:
"1.06 Designated Officers: The term "Designated Officers" shall mean
Philip P. Weber, Timothy A. Walsh, Victoria M. Stanton, and
James J. Bettini."
2. Article 1 is further amended by redesignating former Sections 1.11 through
1.17 to new Sections 1.14 through 1.20 and adding new Sections 1.12 and
1.13, which shall read as follows:
"1.12 Merger Agreement: The term "Merger Agreement" shall mean the
Agreement and Plan of Merger dated October 31, 2000 among American
National Insurance Company, American National Acquisition Company,
and Farm Family Holdings, Inc."
"1.13 Merger Closing Date: The "Merger Closing Date" means the
effective time of the Merger contemplated by the Merger
Agreement."
3. Article 3, Section 3.03 is amended by the addition of the following
sentence at the end of such Section:
"Provided further that on the Merger Closing Date, each Designated
Officer shall cease to participate in the Plan as of the Merger Closing
Date except for a Designated Officer who has terminated employment prior
to the Merger Closing Date with the result that the Employment Agreement
referred to in Section 5.12 of the Merger Agreement with the Designated
Officer does not become effective."
4. Article 6, Section 6.06 is amended by the addition of the following
sentence at the end of such Section:
"In no event shall the Company be permitted to amend the Plan to
reduce any benefits provided pursuant to Sections 6.07 or 6.08
herein."
5. Article 6 is hereby amended by adding new Sections 6.07 and 6.08, which
shall read as follows:
"6.07 2000 Bonus: Notwithstanding any language in the Plan to the
contrary, for the 2000 Plan Year Participants shall be paid a
bonus in an amount equal to the greater of: (a) the Participant's
Earned Award, as determined pursuant to Article 6 of the Plan, or
(b) the Participant's Target Award Opportunity, as determined
pursuant to Article 4 of the Plan. The 2000 Bonus described herein
shall be paid to each Participant on the earlier of: (i) the date
the 2000 Bonus would otherwise be paid in the ordinary course of
business consistent with past practices, or (ii) the Merger
Closing Date."
"6.08 Stub Period Bonus: Notwithstanding any language in the Plan to the
contrary, for the 2001 Plan Year Participants shall be paid a
bonus in an amount equal to: (a) the greater of the Participant's
Earned Award, as determined pursuant to Article 6 of the Plan or
the Participant's Target Award Opportunity, as determined pursuant
to Article 4 of the Plan, multiplied by (b) a fraction, (i) the
numerator of which is the number of days in the 2001 Plan Year up
to and through the Merger Closing Date, and (ii) the denominator
of which is 365. The Stub Period Bonus shall be paid to each
Participant on the Merger Closing Date."
6. Except as amended and modified by this Amendment No. 2, all other terms of
the Plan shall remain unchanged.
IN WITNESS WHEREOF, Farm Family Holdings, Inc., by authority of its Board of
Directors, has caused this Amendment No. 2 to be duly executed as of the date
and year first above written.
FARM FAMILY HOLDINGS, INC.
By: /s/ Philip P. Weber
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Philip P. Weber
Title: President & Chief Executive Officer