SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1997 Commission File Number 000-08804
THE SEIBELS BRUCE GROUP, INC.
(Exact name of registrant as specified in its charter)
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South Carolina 57-0672136
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(State of Incorporation) (IRS Employer Identification Number)
1501 Lady Street (P.O. Box 1)
Columbia, South Carolina 29201(2)
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(Address of principal executive office) (Zip Code)
(803) 748-2000
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(Registrant's telephone no., including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Title of Class
Common Stock, par value $1.00 per share
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or in any amendment to
this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant was $57,971,055.00 as of March 2, 1998.
As of March 2, 1998, 7,729,474 shares of the registrant's Common Stock, par
value $1.00 per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Document of Registrant Form 10-K Reference Location
1998 Proxy Statement Part III
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS OF THE
REGISTRANT
Mr. John C. West, chairman of the Board of Directors of the Company, is of
counsel to the law firm of Bethea, Jordan & Griffin. Bethea, Jordan & Griffin
has been retained by the Company to perform legal services. During the fiscal
year ended December 31, 1997, the Company paid a total of $39,891 to Bethea,
Jordan & Griffin.
Based upon information provided by Charles H. Powers and Walker S. Powers,
during the fiscal year ended December 31, 1997, the Company paid a total of
$482,672 to SADISCO Corporation ("SADISCO") of which $96,307 was for salvage and
disposal services provided to the Company in the ordinary course of business and
$386,365 was for reimbursement of expenses advanced by SADISCO on behalf of the
Company in connection with such services. Charles H. Powers, a director of the
Company, is the owner and operator of SADISCO.
Information other than as set forth above is contained under the heading
"Election of Directors" in the proxy statement relating to the annual meeting of
shareholders and is incorporated herein by reference pursuant to General
Instruction G(3) to Form 10-K.
Item 11. EXECUTIVE COMPENSATION
On April 15, 1998, Ernst N. Csiszar resigned from his position as
President, Chief Executive Officer and a member of the Board of Directors of the
Company due to personal reasons. Mr. Csiszar's resignation was effective
immediately. In connection with Mr. Csiszar's resignation, the Board of
Directors of the Company determined that it was in the best interests of the
Company and its shareholders to compensate Mr. Csiszar for his years of service
with the Company in a manner commensurate with his contribution. Therefore, the
Board of Directors approved a severance compensation package consisting of a
lump sum payment of $320,000, conditioned upon the forfeiture by Mr. Csiszar of
all options to purchase common stock of the Company held by him at the time of
his resignation.
The information contained under the heading "Compensation of Directors and
Executive Officers" in the proxy statement relating to the annual meeting of
shareholders and is incorporated herein by reference pursuant to General
Instruction G(3) to Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 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.
THE SEIBELS BRUCE GROUP, INC.
Date: June 19, 1998 By: /s/John A. Weitzel
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Name: John A. Weitzel
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Title: President and Chief Executive Officer
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(signing in the capacity of a duly authorized
officer of the registrant)