SYMONS INTERNATIONAL GROUP, INC.
4720 KINGSWAY DRIVE
INDIANAPOLIS, INDIANA 46205
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On Tuesday, May 20, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Shareholders of Symons International Group, Inc. ("Company") will
be held at the Company's offices, 4720 Kingsway Drive,
Indianapolis, Indiana on Tuesday, May 20, 1997, at 10:00 a.m.,
Indianapolis time.
The Annual Meeting will be held for the following purposes:
1. Election of Directors. Election of 3 Directors for
terms to expire in 2000.
2. Ratification of Auditors. Ratification of the
appointment of Coopers & Lybrand L.L.P. as auditors for the
Company for the year ending December 31, 1997.
3. Other Business. Such other matters as may properly
come before the meeting or any adjournment thereof.
Shareholders of record as of the close of business on March
21, 1997 are entitled to vote at the meeting or any adjournment
thereof.
Please read the enclosed Proxy Statement carefully so that
you may be informed about the business to come before the
meeting, or any adjournment thereof. At your earliest
convenience, please sign and return the accompanying Proxy in the
postage-paid envelope furnished for that purpose.
A copy of the Company's Annual Report for the year ended
December 31, 1996 is enclosed. The Annual Report is not a part
of the Proxy soliciting material enclosed with this letter.
FOR THE BOARD OF DIRECTORS
G. Gordon Symons
Chairman
Indianapolis, Indiana
March 27, 1997
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY.
THEREFORE, WHETHER OR NOT YOU PLAN TO BE PRESENT IN PERSON AT THE
ANNUAL MEETING, PLEASE SIGN, DATE AND COMPLETE THE ENCLOSED PROXY
AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE
IF MAILED IN THE UNITED STATES.
SYMONS INTERNATIONAL GROUP, INC.
4720 Kingsway Drive, Indianapolis, Indiana 46205
PROXY STATEMENT
The accompanying Proxy is solicited by the Board of
Directors of Symons International Group, Inc. (the "Company") for
use at the Annual Meeting of Shareholders to be held May 20, 1997
and any adjournments thereof. When the Proxy is properly
executed and returned, the shares it represents will be voted at
the meeting in accordance with any directions noted on that
Proxy. If no direction is indicated, the Proxy will be voted in
favor of the proposals set forth in the Notice attached to this
Proxy Statement.
The election of Directors will be determined by a plurality
of the shares present in person or represented by Proxy.
Abstentions, broker non-votes and instructions on the
accompanying Proxy Card to withhold authority to vote for one or
more nominees might result in some nominees receiving fewer
votes. However, the number of votes otherwise received by the
nominee will not be reduced by such action. The holder of each
outstanding share of common stock is entitled to vote for as many
persons as there are Directors to be elected. All other matters
to come before the meeting will be approved if the votes cast in
favor exceed the votes cast against. Any abstention or broker
non-vote on any such matter will not change the number of votes
cast for or against the matter, however, such abstaining shares
will be counted in determining whether a quorum is present
pursuant to the applicable provisions of the Indiana Business
Corporation Law.
The Board of Directors knows of no matters, other than those
reported herein, which are to be brought before the meeting.
However, if other matters properly come before the meeting, it is
the intention of the persons named in the enclosed Form of Proxy
to vote such Proxy in accordance with their judgment on such
matters. Any shareholder giving a Proxy has the power to revoke
it at any time before it is voted by a written notice delivered
to the Secretary of the Company or in person at the meeting. The
approximate date of mailing of this Proxy Statement is April 10,
1997.
VOTING SECURITIES AND BENEFICIAL OWNERS
Only shareholders of record as of the close of business on
March 21, 1997 will be entitled to vote at the Annual Meeting.
On the Record Date, there were 10,450,000 shares of Common Stock
outstanding, the only class of the Company's stock which is
currently outstanding.
The following table shows, as of March 14, 1997 the number
and percentage of shares of Common Stock held by each person
known to the Company who owned beneficially more than 5% of the
issued and outstanding Common Stock of the Company and Goran by
the Company's Directors and Named Executive Officers:
Symons International Goran
Group, Inc. Capital Inc.
Name of Amount and Percent Amount and Percent
Beneficial Nature of of Class Nature of of Class
Owner Beneficial Beneficial
Owernship Ownership
G. Gordon
Symons1 385,000 3.4% 2,817,080 46.0%
Alan G.
Symons2 227,500 2.0% 541,557 8.9%
Douglas H.
Symons3 140,500 1.2% 299,368 4.9%
Robert C.
Whiting4 10,000 * 35,900 *
James G.
Torrance5 7,000 * 4,000 *
David R.
Doyle6 10,000 * - - - - - -
John K.
McKeating7 7,000 * 2,000 *
Jerome B.
Gordon8 - - - - - - 3,420 *
Goran Capital
Inc. 7,000,000 62.1% - - - - - -
FMR Corp./
Fidelity
Canadian
Growth
Company Fund - - - - - - 344,600 5.6%
Symons
International
Group Ltd.9 - - - - - - 1,646,413 26.9%
David L.
Bates10 15,000 * 4,866 *
Gary P.
Hutchcraft11 12,500 * 1,450 *
All Executive
Officers
and Directors
as a
Group (9
Persons) 814,500 7.2% 3,709,641 60.1%
*Less than 1% of class
1With respect to Symons International Group, Inc., 10,000 shares
are owned directly and 375,000 are subject to option.
With respect to the shares of Goran Capital Inc., 890,167 shares
are held by trusts of which Mr. Symons is the beneficiary,
280,500 are subject to option and 1,646,413 of the shares
indicated are owned by Symons International Group Ltd., of which
Mr. Symons is the controlling shareholder.
2 With respect to Symons International Group, Inc., 27,500 shares
are owned directly and 200,000 shares are subject to option.
With respect to the shares of Goran Capital Inc., 449,183 are
owned directly and 92,374 are subject to option.
3 With respect to Symons International Group, Inc., 20,500 shares
are owned directly and 120,000 shares are subject to option.
With respect to the shares of Goran Capital Inc., 197,483 are
owned directly and 101,885 are subject to option.
4 Mr. Whiting owns 5,000 shares of Symons International Group,
Inc. directly and 5,000 shares are subject to option.
With respect to Goran Capital Inc., all shares indicated are
owned directly.
5 Mr. Torrance owns 2,000 shares of Symons International Group,
Inc. directly and 5,000 shares are subject to option.
With respect to Goran Capital Inc., 2,000 shares are owned
directly and 2,000 shares are subject to option.
6 Mr. Doyle owns 5,000 shares of Symons International Group, Inc.
directly and 5,000 shares are subject to option.
With respect to Goran Capital Inc., all shares indicated are
owned directly.
7 Mr. McKeating owns 2,000 shares of Symons International Group,
Inc. directly and 5,000 shares are subject to option.
With respect to Goran Capital Inc., 2,000 shares are subject to
option.
8 Mr. Gordon's shares of Goran Capital Inc. are owned directly.
9 Mr. G. Gordon Symons is the controlling shareholder of Symons
International Group Ltd., a private company.
10 Mr. Bates owns 5,000 shares of Symons International Group,
Inc. directly and 10,000 shares are subject to option.
With respect to Goran Capital Inc., 997 are held in Mr. Bates'
401(k) account pursuant to the Symons International Group, Inc.
Retirement Savings Plan and 3,869 shares are subject to option.
11 Mr. Hutchcraft owns 2,500 shares of Symons International
Group, Inc. directly and 10,000 shares are subject to
option. Mr. Hutchcraft also owns 450 shares of Goran Capital
Inc. directly and 1,000 shares are subject to option.
SECTION 16(a) REPORTING
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's Officers and Directors, as well as persons
who own more than 10% of the outstanding common shares of the
Company, to file reports of ownership with the Securities and
Exchange Commission. Officers, Directors and greater than 10%
shareholders are required to furnish the Company with copies of
all Section 16(a) forms they file. Based solely on its review of
copies of such forms received by it, or written representations
from certain reporting persons that no reports were required for
those persons, the Company believes that during 1996, all
filing requirements applicable to its Officers, Directors and
greater than 10% shareholders were met and, with the exception of
an approximate two week delay in filing Form 3s (Statement of
Initial Ownership), all required filings were made on a timely
basis.
PROPOSALS
Proposal No. 1: Election Of Directors
The Directors of the Company are divided into three classes
and are elected to hold office for a three year term or until
their successors are elected and qualified. The election of each
class of Directors is staggered over each three-year period.
With the exception of Jerome B. Gordon, all other current
Directors of the Company were elected by Goran Capital Inc.
("Goran") as the sole shareholder of the Company prior to the
Initial Public Offering ("IPO") of the Company which occurred on
November 5, 1996. On March 19, 1997, Mr. Jerome B. Gordon was
elected by the Board to fill a vacancy created when the Board
amended the Company's Bylaws to increase the number of Directors
from seven to eight.
Present
Principal Director Term to
Name Age Occupation Since Expire
G. Gordon Symons 75 Chairman of the 1987 1999
Board of the
Company and
Goran Capital
Inc.
James G. Torrance, 68 Partner Emeritus, 1996 1998
Q.C. Smith, Lyons
Alan G. Symons 50 CEO of the 1995 1997
Company and
President and
CEO of Symons
International
Group, Inc.
John K. McKeating 61 Owner, Vision 1996 1999
2120
Robert C. Whiting 64 President, Prime 1996 1997
Advisors Ltd.
Douglas H. Symons 44 President and COO 1987 1998
of the Company
and COO of Goran
Capital Inc.
David R. Doyle 50 Vice President, 1996 1999
Finance and
Administration,
Avantec, Inc.
Jerome B. Gordon 58 President, Lutine 1997 1997
Corporation
G. Gordon Symons has been Chairman of the Board of Directors
of the Company since its formation in 1987. He founded the
predecessor to Goran Capital Inc. the 67% Shareholder of the
Company ("Goran") in 1964 and has served as the Chairman of the
Board of Goran since its formation in 1986. Mr. Symons also served
as the President of Goran until 1992 and the Chief Executive
Officer of Goran until 1994. Mr. Symons currently serves as a
Director of Symons International Group Ltd. ("SIGL"), a federally-
chartered Canadian corporation controlled by him which, together
with members of the Symons family, controls Goran. Mr. Symons
also serves as Chairman of the Board of Directors of all of the
subsidiaries of Goran. Mr. Symons is the father of Alan G.
Symons and Douglas H. Symons.
Alan G. Symons has served as a Director of the Company since
1995 and was named its Chief Executive Officer in 1996. Mr.
Symons has been a Director of Goran since 1986, and has served as
Goran's President and Chief Executive Officer since 1994. Prior
to becoming the President and Chief Executive Officer of Goran,
Mr. Symons held other executive positions within Goran since its
inception in 1986. Mr. Symons is the son of G. Gordon Symons and
the brother of Douglas H. Symons.
Douglas H. Symons has served as a Director and as President
of the Company since its formation in 1987 and as it Chief
Operating Officer since July, 1996. Mr. Symons served as Chief
Executive Officer of the Company from 1989 until July, 1996. Mr.
Symons has been a Director of Goran since 1989, and has served as
Goran's Chief Operating Officer and Vice President since 1989.
Mr. Symons is the son of G. Gordon Symons and the brother of Alan
G. Symons.
Mr. McKeating has served as a Director of the Company since
1996 and as a Director of Goran since 1995. Mr. McKeating
retired in January, 1996 after serving as President and owner of
Vision 2120 Optometric Clinics ("Vision 2120") for 36 years.
Vision 20/20, located in Montreal, Quebec, is a chain of Canadian
full-service retail clinics offering all aspects of professional
eye care.
Mr. Whiting has served as a Director of the Company since
1996. Since July, 1994, Mr. Whiting has served as President of
Prime Advisors, Ltd., a Bermuda-based insurance consulting firm.
From its inception until June, 1994, Mr. Whiting served as
President and Chairman of the Board of Jardine Pinehurst
Management Co., Ltd., a Bermuda-based insurance management and
brokerage firm.
Mr. Torrance has served as a Director of the Company since
1996. Mr. Torrance was a founding partner in the Canadian law
firm of Smith Lyons in 1962 and in April, 1993, was named a
Partner Emeritus in that firm. Mr. Torrance was re-elected as a
Director of Goran in 1995 after having left the Board of
Directors of Goran in 1991. He also serves as a Director of
Dynacare, Inc., Mitsui & Co. (Canada) Ltd., Potash Company of
Canada Limited, Sakura Bank (Canada), Toyota Canada Inc. and
Wintershall Canada Ltd.
Mr. Doyle has served as a Director of the Company since
1996. Since January, 1996, Mr. Doyle has been Vice president,
Finance and Administration, and a Director of Avantec, Inc., a
Carmel, Indiana-based company which provides data management
services for the pharmaceutical industry in connection with
clinical trials. From May, 1994 to January, 1996, Mr. Doyle
served as Vice President - Financial Consultant of Raffensberger
Hughes & Co., which provides securities brokerage and
financial consulting services. From December, 1992 to May, 1994,
Mr. Doyle was employed by Prudential Securities, Inc. as Vice
President - Investments. Prior to that, Mr. Doyle was employed
by INB National Bank of Indianapolis, Indiana from 1973 to 1992,
including his service as First Vice President and Department
Manager from 1989 to 1992. Mr. Doyle has served on the boards of
numerous civic organizations, including the Children's Bureau of
Indianapolis, the Children's Bureau Foundation and Child
Advocates, Inc.
Mr. Gordon. Managing Director of Lutine Corporation,
Fairfield, Connecticut since June, 1995. Mr. Gordon has served
as a financial advisor to the Company and its parent, Goran
Capital Inc., on various financing and acquisition projects since
1987. From 1989 to June 1995, Mr. Gordon was managing director
of Schwartz, Gordon & Heslin. Prior to that time, Mr. Gordon
served as a Vice President of Nesbitt, Burns Securities, Inc., a
wholly owned subsidiary of the Bank of Montreal. Mr. Gordon has
held various other positions with finance and investment banking
concerns and served a 2 year term as a Special Assistant to the
Commissioner of Insurance for the State of New Jersey.
Consistent with the provisions of IND. CODE Section 23-1-39-1, the
Company's Board of Directors at its meeting on March 19, 1997
amended the Bylaws of the Company to provide that the Company's
Board of Directors shall consist of eight (8) persons. Unless
otherwise directed, each proxy executed and returned by a
shareholder will be voted for the election of the nominees listed
below. If any person named as a nominee shall be unable or
unwilling to stand for election at the time of the Annual
Meeting, the proxy holders will nominate and vote for a
replacement nominee recommended by the Board. At this time, the
Board knows of no reason why the nominees listed below may not be
able to serve as Directors if elected.
The Board of Directors unanimously recommends the election
of the following nominees for a three (3) year term to expire in
the year 2000:
Present
Principal Director
Name Age Occupation Since
Alan G. Symons 50 CEO of the Company 1995
Robert C. Whiting 64 President, Prime 1996
Advisors, Ltd.
Jerome B. Gordon 58 President, Lutine 1997
Corporation
Meetings And Committees Of The Board
During the year ended December 31, 1996, the Board of
Directors of the Company met six (6) times, including
teleconferences, in addition to taking a number of actions by
unanimous written consent. During 1996, no incumbent Director of
the Company attended fewer than 75% of the Board meetings and
Committee meetings of the Board on which such Directors served.
The Board of Directors of the Company has an Audit
Committee, a Compensation Committee and an Executive Committee.
The Company's Audit Committee is responsible for
recommending the appointment of the Company's independent
auditors, meeting with the independent auditors to outline the
scope, and review the results of, the annual audit and reviewing
with the auditor the systems of internal control and audit
reports. The current members of this Committee are Messrs.
Torrance, McKeating and Alan G. Symons.
During 1996, the Compensation Committee of the Company's
Board of Directors was comprised of Messrs. Torrance, Doyle and
Douglas H. Symons. At its meeting on March 19, 1997, the Board
reconstituted the Compensation Committee to consist of Messrs.
Douglas H. Symons, Doyle, Whiting and Gordon. The Committee
makes recommendations concerning executive compensation and
benefit levels to the Board of Directors and has the authority to
approve all specific transactions pursuant to the Symons
International Group, Inc. 1996 Stock Option Plan (the "Plan").
The Executive Committee is comprised of Messrs. G. Gordon
Symons, Alan G. Symons and Douglas H. Symons. The Executive
Committee is empowered by the board to take action on behalf
of the board when the need arises.
Directors of the Company who are not employees of the
Company or its affiliates receive a flat annual retainer of
$10,000. The annual retainer is paid currently in cash. In
addition, the Company reimburses its Directors for reasonable
travel expenses incurred in attending Board and Board Committee
meetings. Each Director of the Company who is not also an
employee of the Company receives a meeting fee of $1,000 for each
Board meeting or Board Committee meeting attended.
Compensation Committee Report
During 1996, the Compensation Committee met one (1) time
during 1996 wherein it reviewed and recommended approval of the
Symons International Group, Inc. Stock Option Plan. At that same
meeting, the Committee recommended (and the Board of Directors of
the Company subsequently awarded) stock options pursuant to the
Plan to certain directors, executive officers and other key
employees of the Company and its subsidiaries. The objectives of
the Plan are to align executive and shareholder long-term
interests by creating a strong and direct link between executive
compensation and shareholder return and to enable executive
officers and other key employees to develop and maintain a
long-term ownership position in the Company's common stock. A
total of 1 million shares of the Company's common stock have been
reserved for issuance under the Plan, of which Options for
830,000 shares were granted by the Board to Directors, executive
officers and other key employees on October 21, 1996. The grants
to senior executives of the Company and its subsidiaries were as
follows:
Name Options
G. Gordon Symons 375,000
Alan G. Symons 200,000
Douglas H. Symons 120,000
Dennis G. Daggett
(President of IGF Insurance Company) 20,000
Thomas F. Gowdy
(Executive Vice President of IGF Insurance
Company) 20,000
Robert C. Sullivan
(Executive Vice President of Superior Insurance
Company) 10,000
David L. Bates 10,000
Gary P. Hutchcraft 10,000
Donald J. Goodenow
(Executive Vice President of Pafco General 10,000
Insurance Company)
The Company's total compensation program for Officers
includes base salaries, bonuses and the grant of stock options
pursuant to the Plan. The Company's primary objective is to
achieve above-average performance by providing the opportunity to
earn above-average total compensation (base salary, bonus and
value derived from stock options) for above-average performance.
Each element of total compensation is designed to work in
concert. The total program is designed to attract, motivate,
reward and retain the management talent required to serve
shareholder, customer and employee interests. The Company
believes that this program also motivates the Company's
officers to acquire and retain appropriate levels of stock
ownership. It is the opinion of the Compensation Committee that
the total compensation earned by Company officers during 1996
achieves these objectives and is fair and reasonable. At its
meeting on March 19, 1997, the Board of Directors of the Company
voted to retain an independent compensation consultant to review
the Company's executive compensation plan and to make
recommendations concerning the compensation levels and type
necessary to achieve the Company's stated objectives.
Consistent with that, certain of the Company's Officers have
entered into employment contracts with the Company or one of its
subsidiaries.
Alan G. Symons, Chief Executive Officer of the Company and
Douglas H. Symons, President and Chief Operating Officer of the
Company, have entered into employment agreements with GGS
Management Holdings, Inc. ("GGSH"), a 52% owned subsidiary of the
Company, with such agreements calling for a base salary of not
less than $200,000 per year for Alan G. Symons and $150,000 for
Douglas H. Symons. These agreements became effective on April
30, 1996 and continue in effect for an initial period of five (5)
years. Upon the expiration of the initial five (5) year period,
the term of each agreement is automatically extended from year to
year thereafter and are cancelable (after the expiration of the
initial five (5) year term) upon six (6) months' notice.
These two agreements contain customary restrictive covenants
respecting confidentiality and non-competition which, among other
things, prevent the executives from competing with GGSH in
various capacities both during the term of their employment and
for a period of two (2) years after the termination of the
agreement. In addition to annual salary, the agreements with
Alan G. Symons and Douglas H. Symons stipulate that Alan G.
Symons may earn a bonus in an amount ranging from 25% to 100% of
base salary and that Douglas H. Symons may earn a bonus in an
amount ranging from 25% to 50% of base salary. Based upon the
performance of the Company's business units in exceeding budgeted
operating income, both Alan G. Symons and Douglas H. Symons
received the maximum bonus permitted by their employment
agreement of $133,333 and $50,000, respectively. At the
discretion of the Board, bonus awards may be greater than the
amounts indicated if agreed upon financial targets are exceeded.
Goran has entered into an employment agreement with Gary P.
Hutchcraft pursuant to which Mr. Hutchcraft has agreed to serve
as Vice President and Chief Financial Officer of Goran and its
subsidiaries, including the Company. Pursuant to the term of
this Agreement, Mr. Hutchcraft is entitled to a base salary of
not less than $120,000 per year and may earn a bonus in an amount
ranging from 10% to 30% of his base salary.
In 1993, Congress enacted Section 162(m) of the Internal
Revenue Code that disallows corporate deductibility for
"compensation" paid in excess of $1 Million, unless such
compensation is payable solely on account of achievement of an
objective performance goal. The Compensation Committee does not
anticipate that the compensation paid to any executive officer in
the form of base salaries, bonus and stock options will exceed $1
Million in the near future. However, as part of its on-going
responsibilities with respect to executive compensation, the
Compensation Committee will monitor this issue to determine what
actions, if any, should be taken as a result of the limitation on
deductibility.
Compensation Committee Interlocks And Insider Participation
The Company's Compensation Committee consists of Messrs.
Whiting, Gordon, Doyle and Douglas H. Symons. Neither Messrs.
Whiting or Gordon, nor Mr. Doyle, have any interlocks
reportable under Item 402(j)(3) and (4) of Regulation S-K.
Douglas H. Symons has served as a Director and Executive Officer
of the Company since its formation in 1987 and as a Director and
Chief Operating Officer of Goran since 1989. Douglas H. Symons
is also an Executive Officer of each of the Company's
subsidiaries. Since Alan G. Symons, the Chief Executive Officer
of the Company, is a Director of each of the Company's
subsidiaries and is empowered to determine the compensation of
the managers of the Company's subsidiaries, Douglas and Alan
Symons have reportable interests under Item 402(j)(3) (i)-(iii)
of Regulation S-K.
Remuneration Of Executive Officers
The following table sets forth the compensation awarded to,
earned by or paid to the Chief Executive Officer and the four
most highly compensated executive officers of the Company other
than the Chief Executive Officer (collectively, the "Named
Executive Officers") during the last two (2) years.
SUMMARY COMPENSATION TABLE
Securities All
Name and Underlying Other
Principal Position Year Salary Bonus Options Compensation
G. Gordon Symons, 1996 $ 0 $ 0 375,000 $ 27,999(3)
Chairman 1995 $ 0 $ 0 - - - - $ 26,000
Alan G. Symons, 1996 $142,786 $133,333 200,000
Chief Executive 1995 $ 50,000 $ 0 - - - -
Officer
Douglas H. Symons, 1996 $195,973 $ 50,000 120,000
President and Chief 1995 $149,982 $100,000 - - - -
Operating Officer
Gary P. Hutchcraft, 1996(1) $ 55,415 $ 28,000 10,000
Vice President, 1995 $ 0 $ 0 - - - -
Chief Financial
Officer and
Treasurer
David L. Bates, 1996 $ 95,162 $97,076 10,000
Vice President, 1995(2) $ 62,237 $ 0 - - - -
General Counsel
and Secretary
1Mr. Hutchcraft joined the Company on July 1, 1996.
2Mr. Bates joined the Company on April 1, 1995.
3Consulting fees paid to companies owned by Mr. G. Gordon Symons.
STOCK OPTION GRANTS
The following table provides details regarding stock options
granted to the Company's Executive Officers in 1996. In addition
there are shown the hypothetical gains or "option spreads" that
would exist for the respective options. These gains are based on
assumed rates of annual compound stock price appreciation of 5%
and 10% from the date the options were granted over the full
option term. These amounts represent certain assumed rates of
appreciation only. Actual gains,if any, on stock option
exercises and common stock holdings are dependent on the future
performance of the Company's common stock and the overall stock
market conditions. There can be no assurance that the amounts
reflected on this table will be achieved.
Percentage
of Total
Options Exercise Potential Realized
Granted To Price At Assumed Annual
Options Employees Per Expiration Rates of Stock
Name Granted During 1996 share Date Appreciation for
Option Term
5% 10%
G. Gordon
Symons 375,000 45.18 $12.50 11-1-2007 $2,947,500 $7,470,000
Alan G.
Symons 200,000 24.10 $12.50 11-1-2007 $1,572,000 $3,484,000
Douglas
H. Symons 120,000 14.46 $12.50 11-1-2007 $ 943,200 $2,390,400
Gary P.
Hutchcraft 10,000 1.2 $12.50 11-1-2007 $ 78,600 $ 199,200
David L.
Bates 10,000 1.2 $12.50 11-1-2007 $ 78,600 $ 199,200
The options in the immediately preceeding table were issued
at the IPO price for the Company's stock. The options granted to
Mr. G. Gordon Symons vest one (1) year from the date of grant.
All other options to purchase the Company's stock vest ratably
over three (3) years and all options expire ten (10) years from
date of grant.
OPTION EXERCISES AND YEAR-END VALUES
The following table shows stock options held by the
Company's Named Executive Officers during 1996. In addition,
this table includes the number of shares covered by both
exercisable and non-exercisable stock options. As of December
31, 1996, none of the options granted pursuant to the Plan were
exercisable. Also reported are the value of unexercised
in-the-money options as of December 31, 1996.
1996 STOCK OPTIONS
OUTSTANDING GRANTS AND VALUE AS OF DECEMBER 31, 1996
Value Number of Value of
Shares Realized Shares Underlying Unexercised In-The-
Acquired At Unexercised Options Money Options at
on Exercise at 12-31-96 12-31-96
Name Exercise Date
Exer- Unexer- Exer- Unexer-
cisable(1) cisable(2) cisable cisable(3)
G. Gordon
Symons 0 $0.00 0 375,000 $0.00 $1,593,750
Alan G.
Symons 0 $0.00 0 200,000 $0.00 $ 850,000
Douglas H.
Symons 0 $0.00 0 120,000 $0.00 $ 510,000
Gary P.
Hutchcraft 0 $0.00 0 10,000 $0.00 $ 42,500
David L.
Bates 0 $0.00 0 10,000 $0.00 $ 42,500
1None of the Options granted to date by the Company are yet exercisable.
2The shares represented could not be acquired by the respective executive as of
December 31, 1996.
3Amount reflecting gains on outstanding options are based on the December 31,
1996 closing NASDAQ stock price which was $16.75 per share.
INDEBTEDNESS OF MANAGEMENT
The following Directors and Executive Officers of the
Company were indebted to the Company, or its parent or
subsidiaries, in amounts exceeding $60,000 during 1996.
Date of Largest Loan Balance Present
Name Loan During 1996 Balance
G. Gordon
Symons June 27, 1986 $148,000 $148,000
June 30, 1986 $200,000 $200,000
May 31, 1988 $ 52,729 (US) $ 52,729 (US)
Alan G.
Symons June 30, 1986 $ 48,172 $ 29,772
February 25,1988 $ 27,309 (US) $ 27,309 (US)
Douglas H.
Symons June 30, 1986 $ 15,000 $ 15,000
February 25, 1988 $ 2,219 (US) $ 2,219 (US)
The foregoing loans to Messrs. G. Gordon Symons, Alan G.
Symons and Douglas H. Symons are on account of loans to
purchase common stock of Goran. Such loans are collateralized
by pledges of the common shares of Goran acquired and are
payable on demand and are interest-free. In addition, G. Gordon
Symons has an unsecured loan payable to Goran in the amount
of $70,000 not relating to the purchase of common shares of
Goran. This loan was taken out on January 2, 1988 and is payable
on demand and is interest-free. Douglas H. Symons has a demand
loan payable to the Company in the amount of $39,377 plus
accrued interest of $21,169 collateralized by a second mortgage
on his personal residence. Interest on this loan is prime plus 1%. In
addition, the Company held a mortgage note of G. Gordon Symons
collateralized by a second mortgage on his personal residence.
This mortgage loan was originally incurred on October 3, 1988 and
when paid off in full during February of 1997, had a principal
balance of $277,502.
David L. Bates received a $100,000 relocation loan to
facilitate his move to the Company's Indianapolis headquarters.
This loan was repaid upon the closing of the sale of his former
residence in February, 1996.
Coincident with the closing of the Company's IPO, the
Company retired an outstanding debt owing to Goran and its
affiliates in the approximate amount of $7.5 Million. The
Company incurred this debt in 1992 and, prior to its retirement,
carried an interest rate of 10%.
PROPOSAL #2 - RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors proposes the ratification by the
Shareholders at the Annual Meeting of the appointment of the
accounting firm of Coopers & Lybrand L.L.P. ("Coopers") as
independent auditors for the Company's year ending December 31,
1997. Coopers has served as auditors for the Company for the
year 1996 and worked with the Company in effecting its Initial
Public Offering. A representative of Coopers is expected to be
present at the Annual Meeting with the opportunity to make a
statement if he or she so desires. This individual will also be
available to respond to any appropriate questions the
shareholders may have.
RATIFICATION OF THE APPOINTMENT OF AUDITORS REQUIRES THAT
THE VOTES CAST (IN PERSON OR BY PROXY) AT THE ANNUAL MEETING OR
AT ANY ADJOURNMENT THEREOF IN FAVOR OF RATIFICATION EXCEED THOSE
CAST AGAINST.
CERTAIN RELATIONSHIPS/RELATED TRANSACTIONS
Simultaneously with the acquisition of Superior Insurance
Company, Goran, the Company, GGS Management Holdings, Inc.
("GGSH") and certain investment funds affiliated with Goldman
Sachs & Co. ("GS Funds") entered into an agreement to capitalize
GGSH and cause GGSH to issue its capital stock to the Company and
to the GS Funds. This transaction gave the Company a 52%
ownership interest in GGSH and the GS Funds a 48% interest in
GGSH. Pursuant to this transaction, the Company contributed to
GGSH all of the common stock of Pafco General Insurance Company
("Pafco"), the Company's right to acquire Superior Insurance
Company and certain fixed assets with an approximately value of
$350,000. The GS Funds contributed $21.2 Million in cash.
Prior to the transfer of the stock of Pafco to GGSH, Pafco
transferred all of the outstanding capital stock of IGF Insurance
Company ("IGF") to the Company in order to improve the risk-based
capital rating of Pafco and to permit GGSH to focus exclusively
on the nonstandard auotmobile insurance business. Pafco
accomplished this transfer by forming a wholly-owned subsidiary,
IGF Holdings, Inc., ("IGF Holdings") to which Pafco contributed
all of the outstanding shares of capital stock of IGF. The stock
of IGF Holdings was then distributed to the Company.
Prior to the transfer of the stock of IGF Holdings to the
Company, Pafco received a dividend from IGF Holdings in cash and
a note from IGF having an aggregate value of approximately $11
Million.
Jerome B. Gordon, a nominee to the Board of Directors of the
Company, received fees in the amount of $177,994 (including
reimbursement of expenses) for his consulting service to the
Company during 1996 as well as 4,000 shares of Goran stock worth
approximately $80,000 at the time of receipt.
Two (2) of the Company's subsidiaries, IGF and Pafco, have
entered into reinsurance agreements with Granite Reinsurance
Company Ltd., ("Granite Re"), an affiliate of Goran.
Granite Re reinsures all Pafco insurance policies which were
previously issued through Symons International Group, Inc. -
Florida, ("SIGF"), a former subsidiary of the Company and now
a subsidiary of Goran. This agreement is in respect of business
other than nonstandard automobile insurance. Granite Re
reinsures 100% of this SIGF business on a quota share basis.
Also, IGF reinsures a portion of its crop insurance with
Granite Re and for 1996, Granite Re reinsured 15% of IGF's
multi-peril crop insurance stop loss protection ("MPCI")
underwriting losses to the extent that aggregate losses of its
insureds nationwide exceed 100% of MPCI Retention up to 125% of
MPCI Retention and 95% of IGF's MPCI underwriting losses to the
extent that aggregate losses of its insureds nationwide exceed
125% of MPCI Retention up to 150% of MPCI Retention. Further,
for 1996, Granite Re had a 5% participation in 95% of IGF's
crop-hail losses in excess of an 80% pure loss ratio up to a 100%
pure loss ratio and a 10% participation in 95% of IGF crop-hail
losses in excess of 100% pure loss ratio up to a 120% pure loss
ratio.
SHAREHOLDER PROPOSALS AND NOMINATIONS
Any shareholder of the Company wishing to have a proposal
considered for inclusion in the Company's 1998 proxy solicitation
materials must set forth such proposal in writing and file it
with the Secretary of the Company on or before December 11, 1997.
In order to be considered in the 1998 Annual Meeting, shareholder
proposals not included in the Company 1998 Proxy Solicitation
materials, as well as shareholder nominations for Directors, must
be submitted in writing to the Secretary of the Company at least
sixty (60) days before the date of the 1998 Annual Meeting, or,
if the 1998 Annual Meeting is held prior to March 31, 1998,
within ten (10) days after notice of the Annual Meeting as mailed
to shareholders. The Board of Directors of the Company will
review any shareholder proposals that are filed as required, and
will determine whether such proposals meet applicable criteria
for inclusion in its 1998 Proxy Solicitation materials or
consideration at the 1998 Annual Meeting.
OTHER MATTERS
Management is not aware of any business to come before the
Annual Meeting other than those matters described in the Proxy
Statement. However, if any other matters should properly come
before the Annual Meeting, it is intended that the proxies
solicited hereby will be voted with respect to those matters in
accordance with the judgment of the persons voting the proxies.
The cost of solicitation of proxies will be borne by the Company.
The Company will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them
in sending proxy material to the beneficial owners of common
stock of the Company. In addition to solicitation by mail,
Directors, Officers and employees of the Company may solicit
proxies personally or by telephone without additional
compensation.
Each Shareholder is urged to complete, date and sign the
proxy and return it promptly in the enclosed return envelope.
Insofar as any of the information in this Proxy Statement may
rest peculiarly within the knowledge of persons other than the
Company, the Company relies upon information furnished by others
for the accuracy and completeness thereof.
Signed by Order of the Board
of Directors
/s Alan G. Symons
Alan G. Symons
Chief Executive Officer
[Graph Comparison of 2 month cumulative total return among
Symons International Group, Inc., the S & P 500 Index and the
S & P Insurance (Property-Casualty) Index]