<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 27, 1997
PROFESSIONALS INSURANCE COMPANY MANAGEMENT GROUP
(Exact Name of Registrant as Specified in its Charter)
Michigan 0-21223 38-3273911
(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
4295 Okemos Road, Okemos, Michigan 48805
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (517) 349-6500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired. Not
applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits.
<TABLE>
<CAPTION>
Item 601
Regulation S-K
Exhibit Reference
Number Exhibit Description
- ----------------- -------------------
<S> <C>
(10) Adverse Development Stop Loss Reinsurance Contract between
Physicians Protective Trust Fund (the "Reassured") and PICOM
Insurance Company (the "Reinsurer") effective February 1,
1998, 12:01 a.m. Eastern Standard Time.
(99) Joint Press Release of Professionals Insurance Company
Management Group and Physicians Protective Trust Fund issued
October 27, 1997.
</TABLE>
-2-
<PAGE> 3
SIGNATURES
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 hereunto duly authorized.
PROFESSIONALS INSURANCE COMPANY
MANAGEMENT GROUP
Date: October 30, 1997 By: /s/ Victor T. Adamo
-----------------------------
Victor T. Adamo
President and
Chief Executive Officer
-3-
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<S> <C> <C>
Sequential
Page Number
Designation Description at Which Found
Exhibit 10 Adverse Development Stop Loss Reinsurance Contract
effective February 1, 1998, 12:01 a.m. Eastern
Standard Time
Exhibit 99 Joint Press Release
</TABLE>
<PAGE> 1
EXHIBIT 10
ADVERSE DEVELOPMENT STOP LOSS REINSURANCE CONTRACT
between
PHYSICIANS PROTECTIVE TRUST FUND
(the "Reassured")
and
PICOM INSURANCE COMPANY
(the "Reinsurer")
EFFECTIVE FEBRUARY 1, 1998, 12:01 A.M. EASTERN STANDARD TIME
INDEX
<TABLE>
<CAPTION>
ARTICLE SUBJECT PAGE
- ------- ------- ----
<S> <C> <C>
PREAMBLE............................................ 2.
1. TERM................................................ 2.
2. COVERED CLAIMS...................................... 2.
3. EXCLUSIONS.......................................... 3.
4. TERRITORY........................................... 3.
5. RETENTION AND LIMIT................................. 3.
6. PREMIUM............................................. 4.
7. CHANGE IN CONTROL................................... 4.
8. NET LOSS............................................ 4.
9. NET RETAINED LINES.................................. 6.
10. INURING REINSURANCE................................. 6.
11. LOSS REPORTING AND LOSS SETTLEMENTS................. 6.
12. ORIGINAL CONDITIONS................................. 7.
13. ERRORS AND OMISSIONS................................ 7.
14. TAXES............................................... 7.
15. RESERVES............................................ 7.
16. ARBITRATION......................................... 9.
17. SERVICE OF SUIT..................................... 10.
18. OFFSET.............................................. 10.
19. INSOLVENCY.......................................... 10.
20. ACCESS TO RECORDS................................... 11.
21. MISCELLANEOUS PROVISIONS............................ 11.
</TABLE>
ATTACHMENTS
- -----------
NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY- REINSURANCE
POOLS, ASSOCIATIONS AND SYNDICATES EXCLUSION CLAUSE
<PAGE> 2
ADVERSE DEVELOPMENT STOP LOSS REINSURANCE CONTRACT
between
PHYSICIANS PROTECTIVE TRUST FUND
(the "Reassured")
and
PICOM INSURANCE COMPANY
(the "Reinsurer")
EFFECTIVE FEBRUARY 1, 1998, 12:01 A.M. EASTERN STANDARD TIME
PREAMBLE
The Reassured shall cede and the Reinsurer agrees to accept the excess
Net Loss of the Reassured paid by the Reassured on or after July 1, 1997
resulting from Covered Claims as defined in ARTICLE 2 - COVERED CLAIMS, subject
to the following conditions:
ARTICLE 1 - TERM
This Contract shall take effect at 12:01 a.m., Eastern Standard Time,
February 1, 1998 and shall remain in force until all liability ceded hereunder
is extinguished unless terminated earlier by the mutual consent of the parties
or in accordance with the provisions of ARTICLE 7 - CHANGE IN CONTROL.
ARTICLE 2 - COVERED CLAIMS
A. This Contract shall cover all Net Loss of the Reassured which is paid
by the Reassured on or after July 1, 1997 resulting from all Covered Claims.
The term "Covered Claims" shall mean all claims which:
1. Are covered under policies issued by the Reassured prior to
January 1, 1997; and
2. Are made against the Reassured in 1996 and prior or covered under
extended reporting endorsements issued in 1996 and prior; and
3. Are attributed by the Reassured to "Accident Years" 1996 and
prior as the phrase "Accident Year" is used in the Reassured's
Annual Financial Statement, Year Ending December 31, 1996, Form
D14-342 (rev. 2/97), Loss Development Part III.
<PAGE> 3
ARTICLE 3 - EXCLUSIONS
A. This Contract specifically excludes:
1. Loss or Liability excluded by the provisions of the Nuclear
Incident Exclusion Clause - Liability - Reinsurance, as per
the clause attached hereto.
2. Financial Guarantee and Insolvency
3. All liability of the Reassured arising by contract, operation
of law, or otherwise, from its participation or membership,
whether voluntary or involuntary, in any insolvency fund.
"Insolvency Fund" includes any guarantee fund, plan, pool,
association, fund or other arrangement, howsoever
denominated, established or governed which provides for any
assessment of or payment or assumption by the Reassured of
part or all of any claim, debt, charge, fee or other
obligation of an insurer, or its successors or assigns, which
has been declared by any competent authority to be insolvent,
or which is otherwise deemed unable to meet any claim, debt,
charge, fee or other obligation in whole or in part.
4. Liability as per the Pools, Associations and Syndicates
Exclusion Clause attached hereto.
5. Fidelity, Surety and Credit Insurance.
6. Reinsurance Assumed.
ARTICLE 4 - TERRITORY
This Contract shall cover losses as per the original policies
issued by the Reassured.
ARTICLE 5 - RETENTION AND LIMIT
The Reinsurer agrees to indemnify the Reassured for the amount of
Net Loss resulting from Covered Claims paid by the Reassured on or after July
1, 1997 excess of an aggregate retention by the Reassured of Net Loss paid on
or after July 1, 1997 resulting from Covered Claims in the amount of
$147,000,000 but not to exceed an aggregate limit to the Reinsurer of
$40,000,000.
ARTICLE 6 - PREMIUM
The Reassured shall pay to the Reinsurer a reinsurance premium of
$30,645,000, payable in whole on February 2, 1998.
<PAGE> 4
ARTICLE 7 - CHANGE IN CONTROL
A. The Reinsurer may terminate this Contract by giving fifteen (15)
days prior written notice to the Reassured if the Reassured is acquired by,
becomes controlled by or merges with any other company, entity or group of
individuals other than the Reinsurer and such acquisition, change in control or
merger results, in the sole opinion of the Reinsurer, in a change in management
philosophy and/or practices, including claims handling and settlement methods,
practices and philosophy.
B. In the event of such termination, the Reinsurer shall prepare an
accounting for this Contract, calculating reinsurance premiums paid by the
Reassured and losses paid by the Reinsurer hereunder, plus interest on positive
cash balances held by either party credited with simple interest at an
annualized rate of 5%. The Reinsurer shall remit the resulting amount (provided
that the Reinsurer's balance is positive) to the Reassured within thirty (30)
days of such termination. Such payment shall constitute a full and final
settlement of all of the Reinsurer's obligations under this Contract.
C. In the event of such termination, the Reassured shall pay the
Reinsurer (or the Reinsurer may offset such amount from the payment required of
it under Paragraph B. above, if any) a servicing fee of $500,000, which amount
is in addition to, and not part of, the calculation described in Paragraph B.
above.
ARTICLE 8 - NET LOSS
A. The term "Net Loss" shall mean the actual loss paid by the Reassured
on or after July 1, 1997 resulting from Covered Claims for which the Reassured
is liable to pay in settlement of the claims reinsured hereunder, including
pre-judgement interest, post-judgement interest, Loss Expenses paid by the
Reassured and payments attributable to Extra Contractual Obligations and
Judgements in Excess of Original Policy Limits.
B. "Loss Expense" shall mean payments for legal expenses, including
attorney's and witness fees and court costs, salaries and expenses of
investigators, adjusters and field personnel, rents, stationery, telegraph and
telephone charges, postage, salaries and expenses of office employees, office
expenses and all other payments under or on account of such injuries, whether
the payments are allocated to specified claims or are unallocated. Unallocated
loss expense shall in no event exceed 10% of the Reassured's total Loss Expense
covered hereunder.
C. All salvages, recoveries, payments and reversals or reductions of
verdicts or judgments (net of the cost of obtaining such salvage, recovery,
payment or reversal or reduction of a verdict or judgment) whether recovered,
received or obtained prior or subsequent to loss settlement under this
Contract, including amounts recoverable under other reinsurance whether
collected or not, shall be applied as if recovered, received or obtained prior
to the aforesaid settlement and shall be deducted from the actual losses
sustained to arrive at the amount of the net loss.
D. The Reinsurer shall be subrogated, as respects any Net Loss for
which the Reinsurer shall actually pay or become liable, but only to the extent
of the amount of the payment by or the amount of liability to the Reinsurer, to
all the rights of the Reassured
<PAGE> 5
against any person or other entity who may be legally responsible for said
loss. Should the Reassured elect not to enforce such rights, the Reinsurer is
hereby authorized and empowered to bring any appropriate action in the name of
the Reassured or its policyholders, or otherwise to enforce such rights. The
Reinsurer shall promptly remit to the Reassured the amount of any judgment
awarded in such an action in excess of the amount of payment by, or the amount
of liability to, the Reinsurer hereunder.
E. Payments made by the Reinsurer attributable to Extra Contractual
Obligations and Judgements in Excess of Original Policy Limits shall be
included in the calculation of Net Loss but only to the extent that such
payments are: (i) in excess of credits as set forth in Article 9. A and B; and,
(ii) also in excess of a self insured retention on the part of the Reassured
equal to $5 million per claim covered hereunder.
F. As used in this Contract, the terms Extra Contractual Obligations
and Judgements in Excess of Original Policy Limits shall mean:
"Extra Contractual Obligations" are defined as those damages for which
the Reassured is legally liable to pay that are not covered under any other
provision of this Contract, including related expenses, that arises as a result
of the Reassured's handling of any Covered Claim, such liabilities arising
because of, but not limited to, the following: failure by the Reassured to
settle within the policy limit, or by reason of alleged or actual negligence,
fraud or bad faith in rejecting an offer of settlement or in the preparation of
the defense or in the trial or any action against its insured or in the
preparation or prosecution of any appeal consequent upon such action.
"Judgement in Excess of Original Policy Limits" are defined as those
damages for which the Reassured is legally liable to pay that are in excess of
the Covered Claim's original policy limits, but otherwise within the coverage
terms of the original policies covering the Covered Claims, including related
expenses, that arise because of failure by the Reassured to settle within the
policy limit, or by reason of alleged or actual negligence, fraud or bad faith
in rejecting an offer of settlement or in the preparation of the defense or in
the trial or any action against its insured or in the preparation or
prosecution of any appeal consequent upon such action.
The obligation of the Reinsurer shall not apply where the loss has been
incurred due to the fraud of a member of the Board of Directors or a corporate
officer of the Reassured or any other employee of the Reassured with claims
settlement authority acting individually or collectively or in collusion with
any individual or corporation or any other organization or party involved in
the presentation, defense or settlement of any claim covered hereunder.
Recoveries, collectibles or retentions from any form of insurance
and/or reinsurance, including but not limited to, deductibles or self-insured
retentions, that protect the Reassured against claims the subject matter of
this Section, will inure to the benefits of the Reinsurer and shall be deducted
from the total amount of Extra Contractual Obligations and/or Judgements in
Excess of Original Policy Limits for purposes of determining the amount
recoverable hereunder.
<PAGE> 6
The date on which an Extra Contractual Obligations and or Judgements in
Excess of Original Policy Limit is incurred by the Reassured shall be deemed,
in all circumstances, to be the date of the original claim.
If any provision of this Section shall be rendered illegal or
unenforceable by the laws, regulations or public policy of any state, such
provision shall be considered void in such state, but this shall not affect the
validity or enforceability of any other provision of this Contract or the
enforceability of such provision in any other jurisdiction.
ARTICLE 9 - NET RETAINED LINES
A. This Contract applies only to that portion of any insurance which the
Reassured retains net for its own account; and in calculating the amount of any
loss hereunder and also in computing the amount or amounts in excess of which
this Contract attaches, only loss or losses in respect of that portion of any
insurance which the Reassured retains net for its own account shall be included.
B. The amount of the Reinsurer's liability hereunder in respect of any
loss or losses shall not be increased by reason of the inability of the
Reassured to collect from any other Reinsurer, whether specific or general, any
amount which may become due from them, whether such inability arises from them
insolvency of such other Reinsurers or not.
ARTICLE 10 - INURING REINSURANCE
The Reassured warrants that all reinsurance applicable to accident years
1996 and prior has not been commuted and shall remain in force and uncommuted
until all liability under this Contract has been extinguished, or so deemed,
and such reinsurance shall be fully collectible by the Reassured, or so deemed.
All such reinsurance shall inure to the benefit of the Reinsurer hereunder.
ARTICLE 11 - LOSS REPORTING AND LOSS SETTLEMENTS
A. The Reassured shall promptly advise the Reinsurer of all Covered
Claims involving any of the following:
1. Death
2. Brain Damage
3. Injury significantly affecting the capacity of sight, taste, smell
or hearing
4. Amputation
5. Any loss of use of limbs
6. Any spinal cord damage and any real or suspected
paralysis, including paraplegia or quadriplegia.
B. When so requested in writing, the Reassured shall afford the Reinsurer
or its representatives an opportunity to be associated with the Reassured, at
the expense of the Reinsurer, in the defense of any claim, suit or proceeding
involving this reinsurance, and the Reassured and the Reinsurer shall cooperate
in every respect in the defense of such claim, suit or proceeding.
<PAGE> 7
C. All loss settlements made by the Reassured, provided they are within
the terms of this Contract, shall be unconditionally binding upon the Reinsurer.
D. The Reassured will submit a quarterly report of loss activity for
accident years 1996 and prior, including Cumulative Net Losses Incurred, Net
Losses Paid, Reinsurance Recoverable and Ceded Loss Information and other data
required herein no later than 45 days after the close of each calendar quarter.
E. Loss settlements due from the Reinsurer to the Reassured are to be
made quarterly by the Reinsurer 90 days in arrears of each calendar quarter.
ARTICLE 12 - ORIGINAL CONDITIONS
All amounts ceded hereunder shall be subject to the same clauses,
conditions, and modifications of the Reassured's policies, subject to the
limits, terms and conditions of this Contract.
ARTICLE 13 - ERRORS AND OMISSIONS
Inadvertent delays, errors or omissions made in connection with this
Contract shall not relieve either party from any liability which would have
attached had such delay, error or omission not occurred, provided always that
such delay, error or omission shall be rectified as soon as possible after its
discovery.
ARTICLE 14 -TAXES
In consideration of the terms under which this Contract is issued, the
Reassured undertakes not to claim any deduction of the premium hereon when
making tax returns, other than income or profits tax returns, to any state or
territory of the United States of America or to the District of Columbia.
ARTICLE 15 - RESERVES
A. If a jurisdiction of the United States will not permit the Reassured,
in the statements required to be filed with its regulatory authority(ies), to
receive full credit as admitted reinsurance for the Reinsurer's share of
obligations, the Reassured shall forward to the Reinsurer a statement of the
Reinsurer's share of such obligations. Upon receipt of such statement the
Reinsurer, at its sole option, shall promptly:
1.) apply for, and provide the Reassured with, a "clean,"
unconditional and irrevocable Letter of Credit, in the amount
specified in the statement submitted, with terms and bank
acceptable to the regulatory authority(ies) having jurisdiction
over the Reassured; or
2.) assign its rights and liabilities to an insurance or reinsurance
company with a minimum A.M. Best rating of A, Financial Size
Category VIII, which is authorized for reinsurance in the states
necessary for the Reassured to receive full credit for admitted
reinsurance as respects the Reinsurer's share of obligations
reinsured hereunder (the "New
<PAGE> 8
Reinsurer"). Notwithstanding the foregoing, the Reinsurer shall
be required to pay to the Reassured any assigned liabilities
uncollectible from the New Reinsurer; or
3.) provide to the Reassured outstanding cash advances in the amount
specified in the statement submitted with interest on such
advances credited to the Reinsurer at an annual rate equal to the
average tax equivalent yield obtained by the Reassured on its
fixed income investment portfolio.
B. "Obligations," as used in this Article, shall mean the sum of losses
paid and allocated and unallocated loss adjustment expenses paid by the
Reassured but not yet recovered from the Reinsurer, plus reserves for reported
losses, allocated and unallocated loss adjustment expenses and losses and loss
adjustment expenses incurred but not reported.
C. The Reinsurer hereby agrees that the Letter of Credit will provide for
automatic extension of the Letter of Credit without amendment for one year from
the date of expiration of said Letter or any future expiration date unless
thirty (30) days prior to any expiration the issuing bank shall notify the
Reassured by registered mail that the issuing bank elects not to consider the
Letter of Credit renewed for any additional period. An issuing bank, not a
"qualified bank" as defined by Regulation No. 133 promulgated by the Insurance
Department of the State of New York, shall provide sixty (60) days notice to
the Reassured prior to any expiration.
D. Notwithstanding any other provision of this Contract, the Reassured or
any successor by operation of law of the Reassured including, without
limitation, any liquidator, rehabilitator, receiver or conservator of the
Reassured may draw upon such credit, without diminution because of the
insolvency of any party hereto, at any time and undertakes to use and apply
such credit for one or more of the following purposes only:
1. To pay the Reinsurer's share or to reimburse the Reassured for
the Reinsurer's share of any obligations, as stipulated in the
statement submitted by the Reassured to the Reinsurer, which is
due to the Reassured and not otherwise paid by the Reinsurer.
2. In the event the Reassured has received effective notice of
non-renewal of the Letter of Credit and the Reinsurer's liability
remains unliquidated and undischarged thirty (30) days prior to
the expiry date of the Letter of Credit, to withdraw the balance
of the Letter of Credit and place such sums in an interest
bearing trust account to secure the continuing liabilities of the
Reinsurer under this Contract until a renewal Letter of Credit
acceptable to the regulatory authority(ies) having jurisdiction
over the Reassured, or a substitute in lieu thereof acceptable to
the regulatory authority(ies) having jurisdiction over the
Reassured, has been received by the Reassured. The Reassured
shall provide to the Reinsurer payment of any interest thereon
accruing from such account.
<PAGE> 9
3. To make refund of any sum which is in excess of the actual
amount required for Sections 1. and 2. of this paragraph.
E. At annual intervals or more frequently as determined by the
Reassured, but never more frequently than quarterly, the Reassured shall
prepare a specific statement, for the sole purpose of amending the Letter of
Credit, of the Reinsurer's share of any obligations. If the statement shows
that the Reinsurer's share of obligations exceeds the balance of credit as of
the statement date, the Reinsurer shall, within thirty (30) days after receipt
of notice of such excess, secure delivery to the Reassured of an amendment of
the Letter of Credit increasing the amount of credit by the amount of such
difference. If the statement shows, however, that the Reinsurer's share of
obligations is less than the balance of credit as of the statement date, the
Reassured shall, within thirty (30) days after receipt of written request from
the Reinsurer, release such excess credit by agreeing to secure an amendment to
the Letter of Credit reducing the amount of credit available by the amount of
such excess credit.
F. The bank shall have no responsibility whatsoever in connection with
the propriety of withdrawals made by the Reassured or the disposition of funds
withdrawn, except to assure that withdrawals are made only upon the order of
properly authorized representatives of the Reassured. The Reassured shall incur
no obligation to the bank in acting upon the credit, other than as appears in
the express terms thereof.
ARTICLE 16 - ARBITRATION
A. Any dispute or other matter in question between the Reassured and the
Reinsurer arising out of, or relating to, the formation, interpretation,
performance, or breach of this Contract, whether such dispute arises before or
after termination of this Contract, shall be settled by arbitration.
Arbitration shall be initiated by the delivery of a written notice of demand
for arbitration by one party to the other within a reasonable time after the
dispute has arisen.
B. If more than one reinsurer is involved in the same dispute, all such
reinsurers shall constitute and act as one party for the purposes of this
Article, provided, however, that nothing herein shall impair the rights of such
reinsurers to assert several, rather than joint, defenses or claims, nor be
construed as changing the liability of the Reinsurer under the terms of this
Contract from several to joint.
C. Each party shall appoint an individual as arbitrator and the two so
appointed shall then appoint a third arbitrator. If either party refuses or
neglects to appoint an arbitrator within sixty (60) days, the other party may
appoint the second arbitrator. If the two arbitrators do not agree on a third
arbitrator within sixty (60) days of their appointment, each of the arbitrators
shall nominate three individuals. Each arbitrator shall then decline two of
the nominations presented by the other arbitrator. The third arbitrator shall
then be chosen from the remaining two nominations by drawing lots. The
arbitrators shall be active or retired officers of insurance or reinsurance
companies or insurance Trusts, Lloyd's London Underwriters or attorneys who
specialize in the representation of insurance companies; the arbitrators shall
not have a personal or financial interest in the result of the arbitration.
<PAGE> 10
D. The arbitration hearings shall be held in New York, New York, or such
other place as may be mutually agreed. Each party shall submit its case to the
arbitrators within sixty (60) days of the selection of the third arbitrator or
within such longer period as may be agreed by the arbitrators. The arbitrators
shall not be obliged to follow judicial formalities or the rules of evidence
except to the extent required by governing law, that is, the state law of the
situs of the arbitration as herein agreed; they shall make their decisions
according to the practice of the reinsurance business. The decision rendered
by a majority of the arbitrators shall be final and binding on both parties.
Such decision shall be a condition precedent to any right of legal action
arising out of the arbitrated dispute which either party may have against the
other. Judgment upon the award rendered may be entered in any court having
jurisdiction thereof.
E. Each party shall pay the fee and expenses of its own arbitrator and
one-half of the fee and expenses of the third arbitrator. All other expenses
of the arbitration shall be equally divided between the parties.
F. Except as provided above, arbitration shall be based, insofar as
applicable, upon the procedures of the American Arbitration Association.
ARTICLE 17 - SERVICE OF SUIT
A. Pursuant to any statute of any state, territory or district of the
United States which makes provision therefor, the Reinsurers hereon hereby
designate the Superintendent, Commissioner or Director of Insurance or other
officer specified for that purpose in the statute, or his successor or
successors in office, as their true and lawful attorney upon whom may be served
any lawful process in any action, suit or proceeding instituted by or on behalf
of the Reassured or any beneficiary hereunder arising out of this Contract of
reinsurance, and hereby designates the above-named as the person to whom the
said officer is authorized to mail such process or a true copy thereof.
B. If service is made upon the Superintendent, Commissioner or Director
of Insurance or other officer specified for that purpose in the statute, or
his successor or successors in office, a copy shall simultaneously be sent by
the Reassured by certified mail, return receipt requested, to the Reinsurer at
its business address set forth on the final page of this Contract.
ARTICLE 18 - OFFSET
The Reassured and the Reinsurer may offset any balance or amount due from
one party to the other under this Contract or any other reinsurance contract
heretofore or hereafter entered into between the Reassured and the Reinsurer,
whether acting as assuming reinsurer or ceding company. However, in the event
of the insolvency of any party hereto, offset shall only be allowed in
accordance with applicable law.
ARTICLE 19 - INSOLVENCY
In the event of the insolvency of the Reassured, this reinsurance shall be
payable directly to the Reassured, or to its liquidator, receiver, conservator
or statutory successor on the basis of the liability of the Reassured without
diminution because of the insolvency
<PAGE> 11
of the Reassured or because the liquidator, receiver, conservator or statutory
successor of the Reassured has failed to pay all or a portion of any claim. It
is agreed, however, that the liquidator, receiver, conservator or statutory
successor of the Reassured shall give written notice to the Reinsurer of the
pendency of a claim against the Reassured indicating the policy insured which
claim would involve a possible liability on the part of the Reinsurer within a
reasonable time after such claim is filed in the conservation or liquidation
proceeding or in the receivership, and that during the pendency of such claim,
the Reinsurer may investigate such claim and interpose, at their own expense,
in the proceeding where such claim is to be adjudicated, any defense or
defenses that they may deem available to the Reassured or its liquidator,
receiver, conservator or statutory successor. The expense thus incurred by the
Reinsurer shall be chargeable, subject to the approval of the court, against
the Reassured as part of the expense of conservation or liquidation to the
extent of a pro rata share of the benefit which may accrue to the Reassured
solely as a result of the defense undertaken by the Reinsurer.
ARTICLE 20 - ACCESS TO RECORDS
The Reassured shall place at the disposal of the Reinsurer at all
reasonable times, and the Reinsurer shall have the right to inspect through
their designated representatives, during the term of this Contract and
thereafter, all books, records and papers of the Reassured in connection with
any reinsurance hereunder, or the subject matter hereof.
ARTICLE 21 - MISCELLANEOUS PROVISIONS
A. Non-Waiver of Breach. Any party hereto may specifically waive any
breach of this Contract by another party, but no such waiver shall be deemed to
have been given unless such waiver is in writing, signed by the waiving party
and specifically designating the breach waived, nor shall any such waiver
constitute a continuing waiver of similar or other breaches.
B. Validity. Whenever possible, each provision of this Contract shall be
interpreted so that it is valid under applicable law. In case any one or more
of the provisions of this Contract is to any extent found to be invalid,
illegal or unenforceable in any respect under applicable law, that provision
shall still be effective to the extent it remains valid and the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.
C. Entire Agreement. This Contract contains the complete agreement among
the parties and supersedes all prior discussions, agreements and understandings
between the parties with respect to the subject matter hereof. This Contract
may not be altered, amended or otherwise modified without the written agreement
of each party.
D. Captions and Headings. The captions and headings throughout this
Contract are for convenience and reference only. The words of the captions and
heading will in no way be held or deemed to define, describe, explain, modify
or limit the meaning of any provisions or the intent of this Contract.
<PAGE> 12
IN WITNESS WHEREOF, the parties have caused this Contract to be executed by
them by their duly authorized representatives.
PHYSICIANS PROTECTIVE TRUST FUND PICOM INSURANCE COMPANY
2121 Ponce de Leon Boulevard 2600 Professionals Drive
Suite 350 P.O. Box 150
Coral Cables, Florida 33134-5221 Okemos, Michigan 48805-0150
BY: /s/ Steven L. Salman BY: /s/ Victor T. Adamo
----------------------------- -------------------------
TITLE: President TITLE: President
This 28th day of October, 1997 This 28th day of October, 1997
<PAGE> 1
EXHIBIT 99
NEWS RELEASE
FOR IMMEDIATE RELEASE
CONTACT:
Ann Flood, Secretary,
Legal Counsel (517) 347-6239
John Lang, Treasurer
(517) 347-6207
PROFESSIONALS INSURANCE COMPANY MANAGEMENT GROUP
AND
PHYSICIANS PROTECTIVE TRUST FUND
REAFFIRM PLAN TO MERGE
Okemos, Michigan and Coral Gables, Florida - October 27, 1997
- -Professionals Insurance Company Management Group ("Professionals Group") and
Physicians Protective Trust Fund ("PPTF") announced today that PPTF has
rejected the most recent proposal of FPIC Insurance Group, Inc. ("FPIC") to
merge with PPTF. PPTF also announced that its Board of Trustees has directed
management not to enter negotiations with FPIC regarding FPIC's most recent
proposal.
Victor Adamo, Professionals Group's President and Chief Executive Officer,
stated: "We look forward to approval of the merger by Professionals Group's
shareholders and PPTF's policyholders and to the closing of the transaction
shortly thereafter. The transaction will diversify both companies' overall
risk profile through geographic diversification and will maintain the quality
of service that the customers of each company have come to expect and rely on".
Steven L. Salman, President and CEO of PPTF, commented: "The entire PPTF
Board of Trustees has concluded that the interests of PPTF's policyholders
would be best served by the contemplated strategic affiliation with
Professionals Group rather than a merger of PPTF into FPIC."
