UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1997
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 No
The number of shares outstanding of the issuer's common stock as of May 14, 1997
is 5,253,813.
<PAGE>
FARM FAMILY HOLDINGS, INC.
INDEX
Part I. Financial Information
Item 1. Financial Statements of Farm Family Holdings, Inc. (unaudited)
Consolidated Balance Sheets
March 31, 1997 and December 31, 1996
Consolidated Statements of Income -
Three months ended March 31, 1997 and 1996
Consolidated Statements of Cash Flow Three months ended
March 31, 1997 and 1996
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
<PAGE>
<TABLE>
FARM FAMILY HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
($ in thousands)
<CAPTION>
(Unaudited)
March 31, 1997 December 31, 1996
- ---------------------------------------------------------------------------------------------------------------
Assets
Investments:
<S> <C> <C>
Fixed Maturities
Available for sale, at fair value
(Amortized cost: $222,868 in 1997 and $214,226 in 1996 ) $223,181 $219,188
Held to maturity, at amortized cost
(Fair value: $9,565 in 1997 and $9,973 in 1996) 9,563 9,782
Equity securities
Available for sale, at fair value
(Cost: $2,676 in 1997 and $2,546 in 1996) 8,078 7,908
Mortgage loans 1,725 1,745
Other invested assets 873 748
Short-term investments 4,549 5,333
- ---------------------------------------------------------------------------------------------------------------
Total investments 247,969 244,704
- ---------------------------------------------------------------------------------------------------------------
Cash 3,886 4,110
Insurance receivables:
Reinsurance receivables 10,401 10,743
Premiums receivable, net 25,554 22,663
Deferred acquisition costs 10,721 10,682
Accrued investment income 4,473 4,861
Deferred income tax asset, net 3,294 1,520
Prepaid reinsurance premiums 2,391 1,944
Receivable from affiliates, net 16,079 16,133
Other assets 1,995 2,052
- ---------------------------------------------------------------------------------------------------------------
Total Assets $326,763 $319,412
- ---------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Reserves for losses and loss adjustment expenses $143,205 $141,220
Unearned premium reserve 58,143 55,945
Reinsurance premiums payable 2,059 641
Accrued expenses and other liabilities 11,261 9,561
Debt 1,293 1,304
- ---------------------------------------------------------------------------------------------------------------
Total liabilities 215,961 208,671
- ---------------------------------------------------------------------------------------------------------------
Commitments and contingencies
Stockholders' equity:
Preferred stock $.01 par value 1,000,000 shares authorized
and no shares issued and outstanding - -
Common stock $.01 par value 10,000,000 shares authorized
and 5,253,813 shares issued and outstanding 53 53
Additional Paid in Capital 98,140 98,140
Retained earnings 8,894 5,838
Net unrealized investment gains 3,715 6,710
- ---------------------------------------------------------------------------------------------------------------
Total stockholders' equity 110,802 110,741
- ---------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity $326,763 $319,412
- ---------------------------------------------------------------------------------------------------------------
See accompanying notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
FARM FAMILY HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
($ in thousands, except per share data)
<CAPTION>
(Unaudited)
Three Months
Ended
March 31,
1997 1996
- -----------------------------------------------------------------------------------------------------------------
Revenues:
<S> <C> <C>
Premiums $34,973 $31,676
Net investment income 4,416 3,858
Realized investment gains (losses), net (90) 63
Other income 220 213
- -----------------------------------------------------------------------------------------------------------------
Total revenues 39,519 35,810
- -----------------------------------------------------------------------------------------------------------------
Losses and Expenses:
Losses and loss adjustment expenses 24,697 25,722
Underwriting expenses 10,090 8,787
Interest expense 26 54
Dividends to policyholders 38 27
- -----------------------------------------------------------------------------------------------------------------
Total losses and expenses 34,851 34,590
- -----------------------------------------------------------------------------------------------------------------
Income before federal income tax expense and extraordinary item 4,668 1,220
Federal income tax expense 1,612 397
- -----------------------------------------------------------------------------------------------------------------
Income before extraordinary item 3,056 823
Extraordinary item - demutualization expenses - 521
- -----------------------------------------------------------------------------------------------------------------
Net income $3,056 $302
- -----------------------------------------------------------------------------------------------------------------
Per Common Share:
Income before extraordinary item $0.58 $0.27
- -----------------------------------------------------------------------------------------------------------------
Net income $0.58 $0.10
- -----------------------------------------------------------------------------------------------------------------
Weighted average shares outstanding 5,253,813 3,000,000
- -----------------------------------------------------------------------------------------------------------------
See accompanying notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
FARM FAMILY HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
<CAPTION>
(Unaudited)
For the Three
Months
Ended March 31,
1997 1996
- -----------------------------------------------------------------------------------------------------------------
Cash Flows From Operating Activities:
- -------------------------------------
Net income $3,056 $302
- -----------------------------------------------------------------------------------------------------------------
Adjustments to reconcile net income
to net cash provided by operating activities:
<S> <C> <C>
Realized investment (gains) losses 90 (63)
Amortization of bond discount 48 32
Deferred income taxes (160) 169
Extraordinary item - demutualization expenses - 521
Changes in:
Reinsurance receivables 342 1,065
Premiums receivable (2,891) (1,157)
Deferred acquisition costs (39) (24)
Accrued investment income 388 243
Prepaid reinsurance premiums (447) (129)
Receivable from affiliates 54 (1,080)
Other assets 57 (161)
Reserves for losses and loss adjustment expenses 1,985 2,341
Unearned premium reserve 2,198 1,200
Reinsurance premiums payable 1,418 (1,559)
Accrued expenses and other liabilities 1,700 (256)
- -----------------------------------------------------------------------------------------------------------------
Total adjustments 4,743 1,142
- -----------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities before extraordinary item 7,799 1,444
Extraordinary item - demutualization expenses - (521)
- -----------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 7,799 923
- -----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTiNG ACTIVITIES
- ------------------------------------
Proceeds from sales:
Fixed maturities available for sale 3,514 3,918
Equity securities (56) 151
Investment collections:
Fixed maturities available for sale 3,303 4,274
Fixed maturities held to maturity 207 172
Mortgage loans 20 19
Investment purchases:
Fixed maturities available for sale (15,528) (14,023)
Fixed maturities held to maturity (131) -
Change in short-term investments, net 784 5,894
Change in other invested assets (125) 65
- -----------------------------------------------------------------------------------------------------------------
Net cash (used in) provided by investing activities (8,012) 470
- -----------------------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities
- ------------------------------------
Principal payments on debt (11) (9)
- -----------------------------------------------------------------------------------------------------------------
Net cash used in financing activities (11) (9)
- -----------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash (224) 1,384
Cash, beginning of period 4,110 2,410
- -----------------------------------------------------------------------------------------------------------------
Cash, end of period $3,886 $3,794
- -----------------------------------------------------------------------------------------------------------------
See accompanying notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
Notes to Consolidated Financial Statements
1. Summary of Significant Accounting Policies
The accompanying consolidated financial statements include the accounts of
Farm Family Holdings, Inc. ("Farm Family Holdings") and its wholly owned
subsidiary, Farm Family Casualty Insurance Company ("Farm Family
Casualty"), (collectively referred to as the "Company"). Farm Family
Holdings was incorporated under Delaware law on February 12, 1996 for the
purpose of becoming the parent holding company of Farm Family Casualty
under a Plan of Reorganization and Conversion (the "Plan"). On July 26,
1996, Farm Family Holdings completed its initial public offering of
2,470,000 shares of its common stock. Concurrent with the consummation of
Farm Family Holdings initial public offering, Farm Family Mutual Insurance
Company converted from a mutual property and casualty insurance company to
a stockholder owned property and casualty insurance company and became a
wholly owned subsidiary of Farm Family Holdings pursuant to the Plan. Also,
Farm Family Mutual Insurance Company was renamed Farm Family Casualty
Insurance Company. In addition to the 2,470,000 shares sold in the initial
public offering and the 315,826 shares sold in the underwriters'
over-allotment, Farm Family Holdings distributed 2,253,813 shares to
policyholders and surplus note holders, and sold 214,174 shares in a
subscription offering. As a result, Farm Family Holdings had 5,253,813
shares outstanding as of July 26, 1996.
The per share information presented on the accompanying consolidated
statements of income gives effect in the three months ended March 31, 1996
to the allocation of 3,000,000 shares of common stock to eligible
policyholders on July 26, 1996 pursuant to the Plan. The financial
information presented on the accompanying consolidated balance sheets,
consolidated statements of income, and consolidated statements of cash
flows for the three months ended March 31, 1996 is for Farm Family Mutual
Insurance Company and subsidiary.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q. In the opinion
of management, these statements contain all adjustments including normal
recurring accruals, which are necessary for a fair presentation of the
consolidated financial position at March 31, 1997, and the consolidated
results of operations for the three months ended March 31, 1997 and 1996.
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.
2. Future Application of Accounting Standards
Financial Accounting Standards No. 128 - "Earnings Per Share." This
statement which is effective for financial statements issued for periods
ending after December 15, 1997, simplifies the computation of earnings per
share (EPS) by replacing the "primary" EPS requirements with a "basic" EPS
computation based upon weighted-average shares outstanding. This new
standard requires a reconciliation of the numerator and denominator of the
diluted EPS computation.
Management has not yet made a determination of the impact, if any, that the
adoption of this standard would have on per share disclosures included in
the consolidated financial statements.
<PAGE>
3. Subsequent Events
At the Annual Meeting of Stockholders held on April 22, 1997, the Company's
Omnibus Securities Plan, and grants of stock options under this plan, were
approved. The Company plans to follow the disclosure requirements and
expense recognition alternatives that are addressed by Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation".
<PAGE>
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 subsidiary, Farm Family Casualty
Insurance Company ("Farm Family Casualty") (collectively referred to as the
"Company"). The operations of the Company are also closely related with those of
its affiliates, Farm Family Life Insurance Company ("Farm Family Life") and Farm
Family Life's wholly owned subsidiary, United Farm Family Insurance Company
("United Farm Family").
Farm Family Casualty is a specialized property and casualty insurer of farms,
other generally related businesses and residents of rural and suburban
communities primarily in the Northeastern United States. Farm Family Casualty
provides property and casualty insurance coverages to members of the state Farm
Bureau(R) organizations in New York, New Jersey, Delaware, West Virginia and all
of the New England states. Membership in a state Farm Bureau organization is a
prerequisite for voluntary insurance coverage (except for employees of the
Company and its affiliates).
The Company's 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, general economic conditions, tax laws and the regulatory environment. 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. 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 the Company's results of operations.
For the three month periods ended March 31, 1997 and 1996, 36.3% and 37.5%,
respectively, of the Company's direct written premiums were derived from
policies written in New York and, for the same periods, 23.8% and 21.5%,
respectively, were derived from policies written in New Jersey. For these same
periods, no other state accounted for more than 10.0% of the Company's direct
written premiums. As a result, 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
generally.
<PAGE>
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of
- -----------------------------------------------------------------------------
1995
- ----
Certain statements made herein or elsewhere by or on behalf of the Company that
are not historical facts are intended to be forward-looking statements within
the meaning of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Examples of forward-looking statements include, but are not
limited to,: (i) projections of revenue, earnings, capital structure and other
financial items, (ii) statements of the plans and objectives of the Company or
its management, (iii) statements of future economic performance and (iv)
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. Such
risks and uncertainties include, but are not limited to, the following: exposure
to catastrophic loss, geographic concentration of loss exposure, general
economic conditions and conditions specific to the property and casualty
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 on the Company's investment portfolio and
other risks included in this Report on Form 10-Q and other risk factors listed
from time to time in the Company's Securities and Exchange Commission Filings.
In addition, forward-looking statements are based on management's knowledge and
judgment as of the date that such statements are made. The Company undertakes no
obligation to publicly release the result of any revisions to these
forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
Results of Operations
- ---------------------
The Three Months Ended March 31, 1997 Compared to the Three Months Ended March
31, 1996
Premiums
- --------
Premium revenue increased $3.3 million or 10.4%, during the three months ended
March 31, 1997 to $35.0 million from $31.7 million for the same period in 1996.
The increase in premium revenue in 1997 resulted from an increase of $3.3
million in earned premiums on additional business directly written by the
Company, and an increase of $1.2 million in earned premiums assumed which was
offset by an increase of $1.2 million in earned premiums ceded to reinsurers and
not retained by the Company. The $3.3 million increase in earned premiums on
additional business directly written by the Company was primarily attributable
to an increase of $3.8 million, or 13.1%, in earned premiums from the Company's
primary products (personal and commercial automobile products other than
assigned risk business, the Special Farm Package, businessowners products,
homeowners products, and Special Home Package) which was partially offset by a
decrease of $0.2 million in earned premiums from the Company's assigned risk
business and a decrease of $0.3 million in earned premiums from the Company's
other products. The number of policies in force related to the Company's primary
products increased by 9.8% to approximately 116,900 as of March 31, 1997 from
approximately 106,500 as of March 31, 1996 and the average premium earned for
each such policy increased by 3.0% during the three months ended March 31, 1997
compared to the same period in 1996. Net written premiums increased 12.1% to
$36.7 million for the three months ended March 31, 1997 compared to $32.8
million for the same period in 1996. The increase in net written premiums is
primarily attributable to the growth in direct writings to customers and, to a
lessor extent, an increase in the Company's voluntary assumed reinsurance
business. Geographically, the increase in the Company's direct writings come
from New Jersey, New York, Massachusetts, Connecticut, Delaware, West Virginia,
and Rhode Island. In addition, direct writings of all our primary products,
particularly personal automobile, increased during the first quarter of 1997.
During the three months ended March 31, 1997, the Company began to receive
assigned risk automobile business in New Jersey. Such assigned risk business
produced approximately $185,000 of premium revenue during the first quarter of
1997.
Net Investment Income
- ---------------------
Net investment income increased $0.5 million or 14.5% to $4.4 million for the
three months ended March 31, 1997 from $3.9 million for the same period in 1996.
The increase in net investment income was primarily the result of an increase in
average cash and invested assets (at amortized cost) of approximately $48.3
million, or 24.4% from March 31, 1997 compared to March 31, 1996. The increase
in average cash and invested assets was primarily attributable to the net
proceeds of $31.0 million from the initial public offering and subscription
offering received in July 1996. The return realized on the Company's cash and
investments was 7.5% for the three months ended March 31, 1997 and 7.8% for the
same period in 1996.
Losses and Loss Adjustment Expenses
- -----------------------------------
Losses and loss adjustment expenses decreased $1.0 million, or 4.0%, to $24.7
million for the three months ended March 31, 1997 from $25.7 million for the
same period in 1996. Loss and loss adjustment expenses were 70.6% of premium
revenue for the three months ended March 31, 1997 compared to 81.2% of premium
revenue for the same period in 1996. The decrease in loss and loss adjustment
expenses as a percent of premium revenue was primarily attributable to the
reduction in weather related losses. Losses believed to be weather related
aggregated $2.1 million in the three months ended March 31, 1997 compared to
$6.9 million for the same period in 1996.
Underwriting Expenses
- ---------------------
Underwriting expenses increased $1.3 million, or 14.8%, to $10.1 million for the
three months ended March 31, 1997 from $8.8 million for the same period in 1996.
For the three months ended March 31, 1997, underwriting expenses were 28.9% of
premium revenue compared to 27.7% for the same period in 1996. The increase in
underwriting expenses as a percent of premium revenue was primarily attributable
to an increase in certain overhead expenses and improvements in the Company's
accrual process. The underwriting expense ratio of 28.9% for the three months
ended March 31, 1997 was less than the underwriting expense ratio of 29.2% for
the year ended December 31, 1996.
Federal Income Tax Expense
- --------------------------
Federal income tax expense increased $1.2 million to $1.6 million in 1997 from
$0.4 million in 1996. Federal income tax expense was 34.5% of income before
federal income tax expense for the three months ended March 31, 1997 compared to
32.5% for the same period in 1996.
Net Income
- ----------
Net income increased $2.8 million to $3.1 million for the three months ended
March 31, 1997 from $0.3 million for the same period in 1996 primarily as a
result of the foregoing factors and the impact of $0.5 million of expenses in
the first quarter of 1996 related to the demutualization of the Company which
the Company has identified as an extraordinary item.
<PAGE>
Liquidity and Capital Resources
- -------------------------------
Net cash provided by operating activities was $7.8 million and $0.9 million
during the three month periods ended March 31, 1997 and 1996, respectively. The
increase in net cash provided by operating activities during the three months
ended March 31, 1997 was primarily attributable to the increase in net income
and a decrease in payments for losses and loss adjustment expenses.
Net cash used in investing activities was $8.0 million during the three months
ending March 31, 1997 compared to net cash provided by investing activities of
$0.5 million for the same period in 1996 primarily as a result of a decrease in
sales of short-term investments in the first three months of 1997.
The Company has in place unsecured lines of credit with two banks under which it
may borrow up to $9.0 million. At March 31, 1997, no amounts were outstanding on
these lines of credit. In addition, at March 31, 1997, Farm Family Casualty had
$1.3 million principal amount of surplus notes outstanding. The surplus notes
bear interest at the rate of eight percent per annum and have no maturity date.
The principal and interest on the surplus notes are repayable only with the
approval of the Superintendent of Insurance of New York State.
Future Application of Accounting Standards
- ------------------------------------------
Financial Accounting Standards No. 128 - "Earnings Per Share." This statement
which is effective for financial statements issued for periods ending after
December 15, 1997, simplifies the computation of earnings per share (EPS) by
replacing the "primary" EPS requirements with a "basic" EPS computation based
upon weighted-average shares outstanding. This new standard requires a
reconciliation of the numerator and denominator of the diluted EPS computation.
Management has not yet made a determination of the impact, if any, that the
adoption of this standard would have on per share disclosures included in the
consolidated financial statements.
Subsequent Events
- -----------------
At the Annual Meeting of Stockholders held on April 22, 1997, the Company's
Omnibus Securities Plan, and grants of stock options under this plan, were
approved. The Company plans to follow the disclosure requirements and expense
recognition alternatives that are addressed by Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation".
<PAGE>
Item 6: Exhibits and Reports on Form 8-K
<TABLE>
EXHIBIT INDEX
FARM FAMILY HOLDINGS, INC. FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1997
Exhibit Number Document Description
<S> <C>
*2.1 Plan of Reorganization and Conversion dated February 14, 1996 as amended by
Amendment No. 1, dated April 23, 1996
*3.1 Certificate of Incorporation of Farm Family Holdings, Inc.
*3.2 Bylaws of Farm Family Holdings, Inc.
*10.1 Option Purchase Agreement, dated February 14, 1996, among Farm Family
Holdings, Inc. and The Shareholders of Farm Family Life Insurance Company
Listed Therein
**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.
*10.3 Indenture of Lease, made the 1st day of January 1988,
between Farm Family Life Insurance Company and Farm Family
Mutual Insurance Company as amended by the Amendment to
Lease, effective January 1, 1994
10.4 Underlying Multi-Line Per Risk Reinsurance Contract, effective January 1,
1995, issued to Farm Family Mutual Insurance Company by The Subscription
Reinsurer(s) Executing the Interests and Liabilities Agreement(s) Attached
Thereto, as amended by Addendum No. 1, effective January 1, 1996
(Incorporated by reference to Registration Statement No. 333-4446), Addendum
No. 2, effective January 1, 1996, Addendum No. 3, effective July 26, 1996
(Incorporated by reference to Farm Family Holdings, Inc. Form 10-K), Addendum
No. 4, effective January 1, 1997
10.5 Umbrella Quota Share Reinsurance Contract, effective January 1, 1995, issued
to Farm Family Mutual Insurance Company and United Farm Family Insurance
Company, as amended by Addendum No. 1, effective January 1, 1995
(Incorporated by reference to Registration Statement No. 333-4446), and
Addendum No. 2 effective July 26, 1996 (Incorporated by reference to Farm
Family Holdings, Inc. Form 10-K), Addendum No. 3, effective January 1, 1997
10.6 Excess Catastrophe Reinsurance Contract effective January 1, 1996, issued to
Farm Family Mutual Insurance Company (Incorporated by reference to
Registration Statement No. 333-4446), as amended by Addendum No. 1, Effective
July 26, 1996
*10.7 Assumption Agreement, commencing January 1, 1995, between Farm Family Mutual
Insurance Company and United Farm Family Insurance Company
*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
10.9 Form of Membership List Purchase Agreement between Farm Family Mutual
Insurance Company and each of the Farm Bureaus (Incorporated by reference to
Registration Statement No. 333-4446) as amended by Amendment No. 1 to
Membership List Purchase Agreements effective July 26, 1996
*10.10 Farm Family Mutual Insurance Company 8% Subordinated Surplus Certificate, as
amended by Certificate of Amendment No. 1 and Trust Indenture, dated as of
December 29, 1976 relating to the 8% Subordinated Surplus Certificates
*10.11 Farm Family Mutual Insurance Company 5% Debenture, as amended by Certificate
of Amendment, effective January 1, 1969, Certificate of Amendment No. 2,
effective January 1, 1979, Certificate of Amendment No. 3 and Supplemental
Trust Indenture, dated as of August 25, 1955 Amending Trust Indenture, dates
as of May 16, 1955 Relating to The 5% Debentures, as amended by Certificate
of Amendment, dated as of August 25, 1955, Certificate of Amendment No. 2,
dated as of August 25, 1955, Certificate of Amendment No. 3 dated as of
August 25, 1955
*10.12 Farm Family Mutual Insurance Company Officer Severance Pay Plan, adopted
effective August 1, 1994
*10.13 Farm Family Mutual Insurance Company Supplemental Employee Retirement Plan,
adopted as of January 1, 1994
**10.14 Farm Family Holdings, Inc. Directors' Deferred Compensation Plan, effective
January 1, 1997
**10.15 Farm Family Holdings, Inc. Officers' Deferred Compensation Plan, effective
January 1, 1997
**10.16 Farm Family Holdings, Inc. Annual Incentive Plan effective January 1, 1997
**10.17 Farm Family Supplemental Savings and Profit Sharing Plan effective January 1,
1997
**10.18 Tax Payment Allocation Agreement effective January 1, 1996 by and between
Farm Family Holdings, Inc. and Farm Family Casualty Insurance Company
10.19 Excess Catastrophe Reinsurance Contract issued to Farm Family Casualty
Insurance Company effective January 1, 1997
11 Computation of Earnings per Share
*Incorporated by reference to Registration Statement No. 333-4446
**Incorporated by reference to Farm Family Holdings, Inc. Form 10-K for the year ended December 31, 1996
</TABLE>
<PAGE>
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.
<TABLE>
FARM FAMILY HOLDINGS, INC.
(Registrant)
<S> <C>
May 14, 1997 By: /s/ Philip P. Weber
- ----------------------------- -----------------------------------------------------------------------------
(Date) Philip P. Weber, President & Chief Executive Officer
(Principal Executive Officer)
May 14, 1997 By: /s/ Timothy A. Walsh
- ----------------------------- -----------------------------------------------------------------------------
(Date) Timothy A. Walsh, Executive Vice President - Finance & Treasurer
(Principal Financial & Accounting Officer)
</TABLE>
<PAGE>
Exhibit 10.4
Addendum No. 4
to the
Underlying Multi-Line Per Risk
Reinsurance Contract
Effective: January 1, 1995
issued to
Farm Family Casualty Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
It Is Hereby Agreed, effective January 1, 1997, with respect to losses arising
out of occurrences commencing on or after that date, that paragraph A of Article
V - Retention and Limit - shall be deleted and the following substituted
therefor:
"A. Coverage A: As respects the property classes of business subject to
this Contract, the Company shall retain and be liable for the first
$100,000 of ultimate net loss as respects any one risk, each loss.
The Reinsurer shall then be liable for the amount by which such
ultimate net loss exceeds the Company's retention, but the liability
of the Reinsurer shall not exceed $200,000 as respects any one risk,
each loss."
It Is Further Agreed, effective January 1, 1997, that paragraph A of Article X -
Reinsurance Premium (BRMA 43K), as amended by Addendum No. 2 - shall be deleted
and the following substituted therefor:
"A. As premium for the reinsurance provided hereunder, the Company shall
pay the Reinsurer 6.75% of its net earned premium (as defined in
Article VII)."
It Is Also Agreed, effective January 1, 1997, with respect to business in force
on that date or issued or renewed on or after that date, that the following
Article shall be added to and made part of this Contract:
<PAGE>
"Article XX - Contingent Commission
A. The Reinsurer shall pay the Company a contingent commission equal to 100%
of the net profit, if any, accruing to the Reinsurer during each accounting
period defined herein. The first accounting period shall be from January 1,
1997 through December 31, 1997, and each subsequent 12-month period shall
be a separate accounting period. However, if this Contract is terminated,
the final accounting period shall be from the beginning of the then current
accounting period through the date of termination if this Contract is
terminated on a 'cutoff' basis, or the end of the runoff period if this
Contract is terminated on a 'runoff' basis.
B. The Reinsurer's net profit for each accounting period shall be calculated
in accordance with the following formula, it being understood that a
positive balance equals net profit and a negative balance equals net loss:
1. Premiums earned for the accounting period; less
2. Expenses incurred by the Reinsurer at 10% of premiums earned
for the accounting period; less
3. Losses incurred for the accounting period; less
4. The Reinsurer's net loss, if any, from the immediately
preceding accounting period.
C. Except as provided in the next paragraph, the Company shall calculate and
report the Reinsurer's net profit for each accounting period within 60 days
after the end of the accounting period. Any contingent commission shown to
be due the Company shall be paid by the Reinsurer as promptly as possible
after receipt and verification of the Company's report.
D. As respects the final accounting period, the Company shall calculate and
report the Reinsurer's net profit within 60 days after the date of
termination, and within 60 days after the end of each accounting period
thereafter until all losses subject hereto have been finally settled. Each
such calculation shall be based on cumulative transactions hereunder from
the beginning of the final accounting period through the date of
calculation, including the Reinsurer's net loss, if any, from the
immediately preceding accounting period. As respects the initial
calculation referred to above, any contingent commission shown to be due
the Company shall be paid by the Reinsurer as promptly as possible after
receipt and verification of the Company's report. As respects each
recalculation, any additional contingent commission shown to be due the
Company shall be paid by the Reinsurer as promptly as possible after
receipt and verification of the Company's report. Any return contingent
commission shown to be due the Reinsurer shall be paid by the Company with
its report.
E. 'Premiums earned' as used herein shall mean ceded unearned premiums at the
beginning of the accounting period, plus ceded net written premiums during
the period, less ceded unearned premiums at the end of the period.
F. 'Losses incurred' as used herein shall mean ceded losses and loss
adjustment expense paid during the period under consideration, plus the
ceded reserves for losses and loss adjustment expense outstanding at the
end of the period, including an amount representing Incurred But Not
Reported Losses (hereinafter called 'IBNR') for the period, as determined
by the Company, less the ceded reserves for losses and loss adjustment
expense outstanding at the beginning of the accounting period, including an
amount representing IBNR, as determined by the Company, for the immediately
preceding accounting period (it being agreed, however, that no IBNR shall
be included in losses and loss adjustment expense outstanding at the end of
the period when the contingent commission for the final accounting period
is recalculated)."
The provisions of this Contract shall remain otherwise unchanged.
In Witness Whereof, the Company by its duly authorized representative has
executed this Addendum as of the date undermentioned at:
Glenmont, New York,
this 1st day of May 1997.
Timothy A Walsh, Exec. V.P.
---------------------------
Farm Family Casualty Insurance Company
<PAGE>
Addendum No. 4
to the
Interests and Liabilities Agreement
of
United Farm Family Insurance Company
Glenmont, New York
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Underlying Multi-Line Per Risk
Reinsurance Contract
Effective: January 1, 1995
issued to
Farm Family Casualty Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 4, as duly executed by the
Company, as part of the Contract, effective January 1, 1997.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Glenmont, New York,
this 1st day of May 1997.
Timothy A Walsh, Exec. V.P.
---------------------------
United Farm Family Insurance Company
<PAGE>
Exhibit 10.5
Addendum No. 3
to the
Umbrella Quota Share
Reinsurance Contract
Effective: January 1, 1995
issued to
Farm Family Casualty Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
It Is Hereby Agreed, effective January 1, 1997, with respect to losses arising
out of occurrences commencing on or after that date, that paragraph A of Article
VII - Loss in Excess of Policy Limits/ECO - shall be deleted and the following
substituted therefor:
"A. In the event the Company pays or is held liable to pay an amount of loss in
excess of its policy limit, but otherwise within the terms of its policy
(hereinafter called 'loss in excess of policy limits') or any punitive,
exemplary, compensatory or consequential damages, other than loss in excess
of policy limits (hereinafter called 'extra contractual obligations')
because of alleged or actual bad faith or negligence on its part in
rejecting a settlement within policy limits, or in discharging its duty to
defend or prepare the defense in the trial of an action against its
policyholder, or in discharging its duty to prepare or prosecute an appeal
consequent upon such an action, or in otherwise handling a claim under a
policy subject to this Contract, 90% of the loss in excess of policy limits
and/or 90% of the extra contractual obligations shall be added to the
Company's loss, if any, under the policy involved, and the sum thereof
shall be subject to the provisions of Article V."
It Is Further Agreed, effective January 1, 1997, with respect to business in
force on that date or issued or renewed on or after that date, that this
Contract shall be amended as follows:
1. Paragraph A of Article XI - Commission - shall be deleted and the following
substituted therefor:
"A. The Reinsurer shall allow the Company a 32.5% commission on all premiums
ceded to the Reinsurer hereunder. The Company shall allow the Reinsurer
return commission on return premiums at the same rate."
In Consideration of the foregoing, the "Reinsurer" shall remit to the Company a
2.5% share of the ceded unearned premium in force at 12:01 a.m., January 1,
1997, as promptly as possible after that date.
2. Paragraph A of Article XIII - Contingent Commission - shall be deleted and
the following substituted therefor:
"A. The Reinsurer shall pay the Company a contingent commission equal to the
following:
1. As respects the first accounting period (as hereinafter defined) the sum of
25% of the net profit, if any, accruing to the Reinsurer during the period
January 1, 1995 through December 31, 1996, and 35% of the net profit, if
any, accruing to the Reinsurer during the period January 1, 1997 through
the end of the first accounting period;
2. As respects the second and each subsequent accounting period, 35% of the
net profit, if any, accruing to the Reinsurer during the accounting period.
The first accounting period shall be from the effective date of this Contract
through December 31, 1997, and each subsequent 36-month period shall be a
separate accounting period, unless this Contract is terminated, in which event
the final accounting period shall be from the beginning of the then current
accounting period through the date of termination if this Contract is terminated
on a 'cutoff' basis, or the end of the runoff period if this Contract is
terminated on a 'runoff' basis."
It Is Also Agreed, effective January 1, 1997, that the following Article shall
be added to and made part of this Contract:
"Article XXVI - Late Payments
A. The provisions of this Article shall not be implemented unless specifically
invoked, in writing, by one of the parties to this Contract.
B. In the event any premium, loss or other payment due either party is not
received by the intermediary named in Article XXV (hereinafter referred to
as the 'Intermediary') by the payment due date, the party to whom payment
is due may, by notifying the Intermediary in writing, require the debtor
party to pay, and the debtor party agrees to pay, an interest penalty on
the amount past due calculated for each such payment on the last business
day of each month as follows:
1. The number of full days which have expired since the due date or the last
monthly calculation, whichever the lesser; times
2. 1/365ths of the 1-year United States Treasury Bill rate as quoted in The
Wall Street Journal on the first business day of the month for which the
calculation is made; times 3. The amount past due, including accrued
interest.
It is agreed that interest shall accumulate until payment of the original amount
due plus interest penalties have been received by the Intermediary.
C. The establishment of the due date shall, for purposes of this Article, be
determined as follows:
1. As respects the payment of routine deposits and premiums due the Reinsurer,
the due date shall be as provided for in the applicable section of this
Contract. In the event a due date is not specifically stated for a given
payment, it shall be deemed due 30 days after the date of transmittal by
the Intermediary of the initial billing for each such payment.
2. Any claim or loss payment due the Company hereunder shall be deemed due 10
business days after the proof of loss or demand for payment is transmitted
to the Reinsurer. If such loss or claim payment is not received within the
10 days, interest will accrue on the payment or amount overdue in
accordance with paragraph B above, from the date the proof of loss or
demand for payment was transmitted to the Reinsurer.
3. As respects any payment, adjustment or return due either party not
otherwise provided for in subparagraphs 1 and 2 above, the due date shall
be as provided for in the applicable section of this Contract. In the event
a due date is not specifically stated for a given payment, it shall be
deemed due 10 business days following transmittal of written notification
that the provisions of this Article have been invoked.
For purposes of interest calculations only, amounts due hereunder shall be
deemed paid upon receipt by the Intermediary.
D. Nothing herein shall be construed as limiting or prohibiting a subscribing
reinsurer from contesting the validity of any claim, or from participating
in the defense or control of any claim or suit, or prohibiting either party
from contesting the validity of any payment or from initiating any
arbitration or other proceeding in accordance with the provisions of this
Contract. If the debtor party prevails in an arbitration or other
proceeding, then any interest penalties due hereunder on the amount in
dispute shall be null and void. If the debtor party loses in such
proceeding, then the interest penalty on the amount determined to be due
hereunder shall be calculated in accordance with this Article.
E. Interest penalties arising out of the application of this Article that are
$100 or less from any party shall be waived unless there is a pattern of
late payments consisting of three or more items over the course of any
12-month period."
The provisions of this Contract shall remain otherwise unchanged.
<PAGE>
Addendum No. 3
to the
Interests and Liabilities Agreement
of
Signet Star Reinsurance Company
Wilmington, Delaware
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Umbrella Quota Share
Reinsurance Contract
Effective: January 1, 1995
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
It Is Hereby Agreed that Addendum No. 3 to the Contract shall form part of the
Contract, effective January 1, 1997.
It Is Further Agreed that the Subscribing Reinsurer's share in the interests and
liabilities of the "Reinsurer" under the Contract shall be increased from 30.0%
to 32.5%, effective at 12:01 a.m., January 1, 1997, with respect to losses
arising out of occurrences commencing on or after that date.
In Consideration Thereof, the Company shall remit to the Subscribing Reinsurer
an additional 2.5% share of the ceded unearned premium in force at 12:01 a.m.,
January 1, 1997 (less commission allowed thereon), as promptly as possible after
that date.
<PAGE>
In Witness Whereof, the parties hereto by their respective duly authorized
representatives have executed this Addendum as of the dates undermentioned at:
Glenmont, New York,
this 1st day of May 1997.
/s/ Timothy A. Walsh - Exec VP Finance
--------------------------------------
Farm Family Casualty Insurance Company
Florham Park, New Jersey,
this _______ day of _______________________________ 199___.
---------------------------------------------------
Signet Star Reinsurance Company
<PAGE>
Addendum No. 3
to the
Interests and Liabilities Agreement
of
Kemper Reinsurance Company
Long Grove, Illinois
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Umbrella Quota Share
Reinsurance Contract
Effective: January 1, 1995
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
It Is Hereby Agreed that Addendum No. 3 to the Contract shall form part of the
Contract, effective January 1, 1997.
It Is Further Agreed that the Subscribing Reinsurer's share in the interests and
liabilities of the "Reinsurer" under the Contract shall be decreased from 30.0%
to 27.5%, effective at 12:01 a.m., January 1, 1997, with respect to losses
arising out of occurrences commencing on or after that date.
In Consideration Thereof, the Company shall remit to the Subscribing Reinsurer
an additional 2.5% share of the ceded unearned premium in force at 12:01 a.m.,
January 1, 1997 (less commission allowed thereon), as promptly as possible after
that date.
<PAGE>
In Witness Whereof, the parties hereto by their respective duly authorized
representatives have executed this Addendum as of the dates undermentioned at:
Glenmont, New York,
this 1st day of May 1997.
/s/ Timothy A. Walsh - Exec VP Finance
---------------------------------------
Farm Family Casualty Insurance Company
Long Grove, Illinois,
this _______ day of _____________________________________199___.
---------------------------------------------------
Kemper Reinsurance Company
<PAGE>
Addendum No. 3
to the
Interests and Liabilities Agreement
of
Continental Casualty Company
Chicago, Illinois
with respect to the
Umbrella Quota Share
Reinsurance Contract
Effective: January 1, 1995
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
It Is Hereby Agreed that Addendum No. 3 to the Contract shall form part of the
Contract, effective January 1, 1997.
In Witness Whereof, the parties hereto by their respective duly authorized
representatives have executed this Addendum as of the dates undermentioned at:
Glenmont, New York,
this 1st day of May 1997.
/s/ Timothy A. Walsh - Exec VP Finance
---------------------------------------
Farm Family Casualty Insurance Company
Long Grove, Illinois,
this _______ day of _____________________________________199___.
---------------------------------------------------
Continental Casualty Company
<PAGE>
Addendum No. 3
to the
Interests and Liabilities Agreement
of
Folksamerica Reinsurance Company
New York, New York
with respect to the
Umbrella Quota Share
Reinsurance Contract
Effective: January 1, 1995
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
It Is Hereby Agreed that Addendum No. 3 to the Contract shall form part of the
Contract, effective January 1, 1997.
In Witness Whereof, the parties hereto by their respective duly authorized
representatives have executed this Addendum as of the dates undermentioned at:
Glenmont, New York,
this 1st day of May 1997.
/s/ Timothy A. Walsh - Exec VP Finance
---------------------------------------
Farm Family Casualty Insurance Company
Long Grove, Illinois,
this _______ day of _____________________________________199___.
---------------------------------------------------
Folksamerica Reinsurance Company
<PAGE>
Addendum No. 2
to the
Interests and Liabilities Agreement
of
United Farm Family Insurance Company
Glenmont, New York
with respect to the
Umbrella Quota Share
Reinsurance Contract
Effective: January 1, 1995
issued to
Farm Family Casualty Insurance Company
Glenmont, New York
It Is Hereby Agreed that Addendum No. 3 to the Contract shall form part of the
Contract, effective January 1, 1997.
In Witness Whereof, the parties hereto by their respective duly authorized
representatives have executed this Addendum as of the dates undermentioned at:
Glenmont, New York,
this 1st day of May 1997.
/s/ Timothy A. Walsh - Exec VP Finance
--------------------------------------
Farm Family Casualty Insurance Company
Glenmont, New York,
this 1st day of May 1997.
/s/ Timothy A. Walsh, Treasurer
-------------------------------
United Farm Family Insurance Company
(Revised: January 1, 1997)
<PAGE>
Umbrella Quota Share
Reinsurance Contract
Effective: January 1, 1995
issued to
Farm Family Casualty Insurance Company
Glenmont, New York
Reinsurers
Participations
Continental Casualty Company 27.5%
Folksamerica Reinsurance Company 12.5
Kemper Reinsurance Company 27.5
Signet Star Reinsurance Company 32.5
----
Total 100.0%
=====
E. W. Blanch Co.
Reinsurance Services
3500 West 80th Street
Minneapolis, Minnesota 55431
<PAGE>
Exhibit 10.6
Addendum No. 1
to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
It Is Hereby Agreed, effective July 26, 1996, that all references in this
Contract to "Farm Family Mutual Insurance Company" shall be amended to read
"Farm Family Casualty Insurance Company."
The provisions of this Contract shall remain otherwise unchanged.
In Witness Whereof, the Company by its duly authorized representative has
executed this Addendum as of the date undermentioned at:
Glenmont, New York, this 5th day of December 1996.
/s/ Philip P. Weber, President & Chief Executive Officer
--------------------------------------------------------
Farm Family Casualty Insurance Company
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
The Aetna Casualty and Surety Company
Hartford, Connecticut
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Hartford, Connecticut, this ________ day of ______________________ 199___.
-----------------------------------------------------
The Aetna Casualty and Surety Company
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
American Fuji Fire and Marine Insurance Company
Chicago, Illinois
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Chicago, Illinois this _______ day of ___________________________________199___.
-----------------------------------------------------
American Fuji Fire and Marine Insurance Company
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Christiania General Insurance Corporation of New York
Tarrytown, New York
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Tarrytown, New York, this _______ day of ______________________________ 199___.
-----------------------------------------------------
Christiania General Insurance Corporation of New York
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Constitution Reinsurance Corporation
New York, New York
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
New York, New York, this _______ day of ___________________________ 199___.
-----------------------------------------------------
Constitution Reinsurance Corporation
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Continental Casualty Company
Chicago, Illinois
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Chicago, Illinois, this _______ day of _________________________________199___.
-----------------------------------------------------
Continental Casualty Company
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Dorinco Reinsurance Company
Midland, Michigan
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Midland, Michigan, this _______ day of _________________________________199___.
-----------------------------------------------------
Dorinco Reinsurance Company
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Employers Mutual Casualty Company
Des Moines, Iowa
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Des Moines, Iowa, this _______ day of ________________________________ 199___.
-----------------------------------------------------
Employers Mutual Casualty Company
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Erie Insurance Exchange
Erie, Pennsylvania
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Erie, Pennsylvania, this _______ day of ________________________________ 199___.
-----------------------------------------------------
Erie Insurance Exchange
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Farm Bureau Mutual Insurance Company of Michigan
Lansing, Michigan
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Lansing, Michigan, this _______ day of _____________________________ 199___.
-----------------------------------------------------
Farm Bureau Mutual Insurance Company of Michigan
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Farmers Mutual Hail Insurance Company of Iowa
Des Moines, Iowa
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Des Moines, Iowa, this _______ day of __________________________________ 199___.
-----------------------------------------------------
Farmers Mutual Hail Insurance Company of Iowa
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Folksamerica Reinsurance Company
New York, New Yorkthrough
Fester, Fothergill & Hartung, Ltd.
New York, New York
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
New York, New York, this _______ day of ______________________________ 199___.
-----------------------------------------------------
Fester, Fothergill & Hartung, Ltd. (for and on behalf of
Folksamerica Reinsurance Company)
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Folksamerica Reinsurance Company
New York, New York
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
New York, New York, this _______ day of _______________________________ 199___.
-----------------------------------------------------
Folksamerica Reinsurance Company
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Gerling Global Reinsurance Corporation,U.S. Branch
New York, New York
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
New York, New York, this _______ day of _______________________________ 199___.
-----------------------------------------------------
Gerling Global Reinsurance Corporation, U.S. Branch
By: Gerling Global Offices, Inc., U.S. Manager
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Great Lakes American Reinsurance Company
New York, New York
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
New York, New York, this _______ day of ____________________________ 199___.
-----------------------------------------------------
Great Lakes American Reinsurance Company
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Grinnell Mutual Reinsurance Company
Grinnell, Iowa
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Grinnell, Iowa, this _______ day of __________________________________ 199___.
-----------------------------------------------------
Grinnell Mutual Reinsurance Company
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Hannover Ruckversicherungs-Aktiengesellschaft
and
Eisen und Stahl Ruckversicherungs-Aktiengesellschaft
both of Hannover, Germany
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Hannover, Germany, this _______ day of ____________________________ 199___.
Hannover Ruckversicherungs-Aktiengesellschaft 80.0%Eisen und Stahl
Ruckversicherungs-Aktiengesellschaft 20.0% Total 100.0%Each company
participating to the extent of the respective proportions of the liability
assumed severally and not jointly.
- -----------------------------------------------------
Hannover Ruckversicherungs-Aktiengesellschaft
Eisen und Stahl Ruckversicherungs-Aktiengesellschaft
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Insurance Corporation of Hannover
An Illinois Corporation
Chicago, Illinois
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract,
effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Los Angeles, California, this_______day of ______________________________199___.
- -----------------------------------------------------
Insurance Corporation of Hannover, An Illinois Corporation
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Kemper Reinsurance Company
Long Grove, Illinois
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Long Grove, Illinois, this _______ day of _______________________________199___.
- -----------------------------------------------------
Kemper Reinsurance Company
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Nationwide Mutual Insurance Company
Columbus, Ohio
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Columbus, Ohio, this_______day of________________________________________199___.
- -----------------------------------------------------
Nationwide Mutual Insurance Company
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
PXRE Reinsurance Company
Hartford, Connecticut
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
New York, New York, this _______ day of ________________________________ 199___.
- -----------------------------------------------------
PXRE Reinsurance Company
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
SCOR Reinsurance Company
New York, New York
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
New York, New York, this _______ day of ________________________________ 199___.
- -----------------------------------------------------
SCOR Reinsurance Company
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Shelter Reinsurance Company
Columbia, Missouri
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Columbia, Missouri, this _______ day of ________________________________199___.
- -----------------------------------------------------
Shelter Reinsurance Company
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Signet Star Reinsurance Company
Wilmington, Delaware
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Florham Park, New Jersey, this _______ day of ________________________199___.
- -----------------------------------------------------
Signet Star Reinsurance Company
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Sydney Reinsurance Corporation
Philadelphia, Pennsylvania
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
New York, New York, this _______ day of ________________________________ 199___.
- -----------------------------------------------------
Sydney Reinsurance Corporation
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
United Farm Family Insurance Company
Glenmont, New York
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Glenmont, New York, this 5th day of December 1996.
/s/ Timothy A. Walsh, Treasurer
-------------------------------
United Farm Family Insurance Company
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
United Fire & Casualty Company
Cedar Rapids, Iowa
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Cedar Rapids, Iowa this _______ day of __________________________________199___.
- -----------------------------------------------------
United Fire & Casualty Company
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
USF RE Insurance Company
Boston, Massachusetts
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Costa Mesa, California, this_______day of________________________________199___.
- -----------------------------------------------------
USF RE Insurance Company
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Vesta Fire Insurance Corporation
Birmingham, Alabama
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Birmingham, Alabama, this _______ day of __________________________199___.
- -----------------------------------------------------
Vesta Fire Insurance Corporation
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
GIO Insurance Ltd.trading as GIO Reinsurance
Sydney, Australia
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Sydney, Australia, this _______ day of _________________________ 199___.
- -----------------------------------------------------
GIO Insurance Ltd.
trading as GIO Reinsurance
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Reinsurance Australia Corporation Limited
Sydney, Australia
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Sydney, Australia, this _______ day of _________________________ 199___.
- -----------------------------------------------------
Reinsurance Australia Corporation Limited
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Albingia Versicherungs AG
Hamburg, Germany
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Hamburg, Germany, this _______ day of _____________________________199___.
- --------------------------------------------------
Albingia Versicherungs AG
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Berner Allgemeine Versicherungs-Gesellschaft
Bern, Switzerland
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Bern, Switzerland, this _______ day of _________________________ 199___.
- -----------------------------------------------------
Berner Allgemeine Versicherungs-Gesellschaft
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Cie Transcontinentale de Reassurance
Paris, France
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Paris, France, this _______ day of ________________________________199___.
- -----------------------------------------------------
Cie Transcontinentale de Reassurance
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Europa Re
Cologne, Germany
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Cologne, Germany, this _______ day of _____________________________199___.
- -----------------------------------------------------
Europa Re
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Various "XL Agreement 70" Companieshereinafter designated by
EXKO Excess Ruckversicherungs-Kontor GmbH
Hamburg, Germanyas its Underwriting Manager
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Hamburg, Germany, this_______day of_____________________________________199___.
Alte Leipziger Ruckversicherung AG, Oberursel 15.625%AXA RE France, Paris
12.500%Elvia Schweizerische Versicherungs-Gesellschaft, Zurich 12.500%Le
Assicurazioni d'Italia, Rome 12.500%Neue Ruckversicherungs-Gesellschaft, Geneva
6.250%Nordstern Allegemeine Versicherungs-AG, Cologne 15.625%Tela Versicherung
Aktiengesellschaft, Munich 6.250%Thuringia Versicherungs-AG, Munich
6.250%Vereinte Versicherung AG, Munich 6.250%Wurttembergische AG
Versicherungs-Beteiligungsgesellschaft, Stuttgart 6.250%Each company
participating to the extent of the respective proportions of the liability
assumed severally and not jointly.
- -----------------------------------------------------
EXKO Excess Ruckversicherungs-Kontor GmbH (for and on behalf of the "XL
Agreement 70" Companies listed above)
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Helvetia Swiss Insurance Company, Ltd.
St. Gallen, Switzerland
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
St. Gallen, Switzerland, this _______ day of __________________________199___.
- -----------------------------------------------------
Helvetia Swiss Insurance Company, Ltd.
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
KAB International
Copenhagen, Denmark
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Copenhagen, Denmark, this _______ day of __________________________199___.
- -----------------------------------------------------
KAB International
<PAGE>
s
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Mapfre Re Compania de Reaseguros, S.A
Madrid, Spain
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Madrid, Spain, this _______ day of _____________________________199___.
- -----------------------------------------------------
Mapfre Re Compania de Reaseguros, S.A.
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Sirius International Insurance Corporation
Stockholm, Sweden
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Stockholm, Sweden, this _______ day of _______________________________199___.
- -----------------------------------------------------
Sirius International Insurance Corporation
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Unione Italiana di Riassicurazione S.P.A.
Rome, Italy
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
Rome, Italy, this _______ day of _______________________________ 199___.
- -----------------------------------------------------
Unione Italiana di Riassicurazione S.P.A.
<PAGE>
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
SOREMA North America Reinsurance Company
New York, New Yorkas the fronting company for P.R.A.M. subscriptions
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
In Witness Whereof, the Subscribing Reinsurer by its duly authorized
representative has executed this Addendum as of the date undermentioned at:
New York, New York, this _______ day of__________________________ 199___.
- -----------------------------------------------------
SOREMA North America Reinsurance Company
for and on behalf of P.R.A.M.
<PAGE>
Addendum No. 1
to the
Interests and Liabilities Agreement
of
Certain Underwriting Members of Lloyd's
shown in the Signing Schedule attached hereto
(hereinafter referred to as the "Subscribing Reinsurer")
with respect to the
Excess Catastrophe
Reinsurance Contract
Effective: January 1, 1996
issued to
Farm Family Mutual Insurance Company
Glenmont, New York
(hereinafter referred to as the "Company")
The Subscribing Reinsurer hereby accepts Addendum No. 1, as duly executed by the
Company, as part of the Contract, effective July 26, 1996.
Signed for and on behalf of the Subscribing Reinsurer in the Signing Schedule
attached hereto.
<PAGE>
AMENDMENT NO. 1 TO
MEMBERSHIP LIST PURCHASE AGREEMENTS
Amendment No. 1, effective July 26, 1996, to those certain Membership List
Purchase Agreements ("MLP Agreements") effective January 1, 1996, among Farm
Family Casualty Insurance Company (formerly known as Farm Family Mutual
Insurance Company) (the "Insurer"); Connecticut Farm Bureau Association, Inc.,
Delaware Farm Bureau, Inc., Maine Farm Bureau Association, Massachusetts Farm
Bureau Federation, Inc., New Hampshire Farm Bureau Federation, New Jersey Farm
Bureau, New York Farm Bureau, Inc., Rhode Island Farm Bureau Federation, Inc.,
Vermont Farm Bureau, Inc., and West Virginia Farm Bureau, Inc. (collectively,
the "Farm Bureaus"); United Farm Family Insurance Company, Rural Agency and
Brokerage, Inc., Rural Agency and Brokerage of New Hampshire, Inc., Rural
Insurance Agency and Brokerage of Massachusetts, Inc., R.A.A.B. of W. Va., Inc.
(collectively, the "Subsidiaries"); and Farm Family Holdings, Inc. ("FFH").
WHEREAS, the Insurer has reorganized and converted from a mutual
property/casualty insurance company to a stock property/casualty insurance
company in accordance with the terms of Section 7307 of the New York Insurance
Law and a Plan of Reorganization and Conversion (the "Plan") adopted by its
Board of Directors and approved by its policyholders; and
WHEREAS, in accordance with the Plan and Section 7307 of the New York Insurance
Law, the Insurer's corporate existence as a stock insurance company is a
continuation of its corporate existence as a former mutual insurance company;
and
WHEREAS, in accordance with the Plan, the Insurer's name has been changed from
Farm Family Mutual Insurance Company ("FFMIC") to Farm Family Casualty Insurance
Company ("FFCIC"); and
WHEREAS, the Insurer wishes to have FFCIC recognized as the successor in
interest to FFMIC under the MLP Agreements; and
WHEREAS, in accordance with the Plan, the Insurer has become a wholly owned
subsidiary of FFH; and
WHEREAS, the Farm Bureaus wish to grant FFH a limited license to use the Marks
in its stationery and other printed material to refer to the insurance services
as rendered by its subsidiaries under the Marks, and not in connection with the
sale of insurance or any other goods or services by FFH; and
WHEREAS, Paragraph 7 of the MLP Agreements requires the consent of the Farm
Bureaus to extend such rights to FFH.
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby
severally acknowledged, the parties agree as follows:
1. FFCIC is hereby recognized as the successor in interest to FFMIC under the
MLP Agreements and all rights and interests of FFMIC thereunder, including
but not limited to, all rights granted pursuant to paragraph 6 of the MLP
Agreements, shall be deemed transferred to and vested in FFCIC, and all
obligations and liabilities of FFMIC thereunder shall be deemed transferred
to and assumed by FFCIC.
2. The Farm Bureaus hereby grant to FFH, and FFH accepts, a non-exclusive,
non-transferrable license to display the Marks and the Farm Bureaus' other
names and logos (excluding those names and logos owned by AFBF other than
the Marks) in its stationery and other printed materials only to refer to
the insurance services rendered by FFH's subsidiaries under the Marks, and
not in connection with the sale of insurance or any other goods or services
by FFH.
3. FFH agrees to assume and fulfill the same obligations to the Farm Bureaus
and the American Farm Bureau Federation as those agreed to by the Insurer
under the terms and conditions of Paragraphs 1, 6(A), 6(C) - 6(H) and 12 of
the MLP Agreements, and to otherwise comply with the terms and conditions
of those said paragraphs of the MLP Agreements.
4. Unless otherwise defined herein, all capitalized terms shall have the same
meanings as provided in the MLP Agreements.
5. This Amendment may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the
same document.
6. Except as otherwise provided herein, all terms and conditions of the MLP
Agreements shall remain in full force and effect.
FARM FAMILY CASUALTY
INSURANCE COMPANY
By: /s/ Philip P. Weber
- -------------------------
President
Date: 11/13/96
<PAGE>
CONNECTICUT FARM BUREAU NEW JERSEY FARM BUREAU
ASSOCIATION, INC.
By: /s/ Norma R. O'Leary By: /s/ John I. Rigolizzo, Jr.
- --- -------------------- --- --------------------------
President President
Date: 8/15/96 Date: 9/12/96
DELAWARE FARM BUREAU, INC. NEW YORK FARM BUREAU, INC.
By: /s/ Joseph E. Calhoun By: /s/ John W. Lincoln
- --- --------------------- --- -------------------
President President
Date: 10/30/96 Date: 9/10/96
MAINE FARM BUREAU RHODE ISLAND FARM BUREAU
ASSOCIATION FEDERATION, INC.
By: /s/ Daniel LaPointe By: /s/ William M. Stamp, Jr.
- --- ------------------- --- -------------------------
President President
Date: 8/9/96 Date: 10/22/96
MASSACHUSETTS FARM BUREAU VERMONT FARM BUREAU, INC.
FEDERATION, INC.
By: /s/ Arthur D. Keown, Jr. By: /s/ Clark W. Hinsdale III
- --- ------------------------ --- -------------------------
President President
Date: 10/4/96 Date: 9/20/96
<PAGE>
NEW HAMPSHIRE FARM BUREAU WEST VIRGINIA FARM BUREAU,
FEDERATION INC.
By: /s/ Gordon H. Gowen By: /s/ Fred G. Butler
- --- ------------------- --- ------------------
President President
Date: 8/30/96 Date: 10/28/96
THE UNDERSIGNED HEREBY ACKNOWLEDGE AND AGREE TO THE TERMS AND CONDITIONS OF THIS
AMENDMENT NO. 1 AS THEY RELATE TO PARAGRAPH 6 OF THE MLP AGREEMENTS.
RURAL AGENCY AND BROKERAGE, RURAL AGENCY AND BROKERAGE
INC. OF NEW HAMPSHIRE, INC.
By: /s/ Philip P. Weber By: /s/ Philip P. Weber
- --- ------------------- --- -------------------
President President
Date: 11/13/96 Date: 11/13/96
RURAL INSURANCE AGENCY AND R.A.A.B. OF W. VA., INC.
BROKERAGE OF MASSACHUSETTS, INC.
By: /s/ Philip P. Weber By: /s/ Philip P. Weber
- --- ------------------- --- -------------------
President President
Date: 11/13/96 Date: 11/13/96
THE UNDERSIGNED HEREBY ACKNOWLEDGES AND AGREES TO THE TERMS AND CONDITIONS OF
THIS AMENDMENT NO. 1 AS THEY RELATE TO PARAGRAPHS 1, 6(C) - 6(H), AND 12 OF THE
MLP AGREEMENTS.
FARM FAMILY HOLDINGS, INC.
By: /s/ Philip P. Weber
- --- -------------------
President
Date: 11/13/96
<PAGE>
Exhibit 11. Statement re computation of per share earnings
<TABLE>
FARM FAMILY HOLDINGS, INC.
COMPUTATION OF EARNINGS PER SHARE
(Amounts in thousands, except per share data)
<CAPTION>
Three months ended March 31,
1997 1996
--------------- --------------
<S> <C> <C>
Net income available to common shareholders $3,056 $302
Weighted average shares outstanding (1) 5,254 3,000
--------------- --------------
Net income per share $0.58 $0.10
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</TABLE>
(1) Gives effect to the allocation of 3,000,000 shares to eligible
policyholders on July 26, 1996 pursuant to Farm Family Casualty's conversion
from a mutual company to a stockholder owned company.
Reports on Form 8-K
A report on Form 8-K was filed on February 13, 1997 reporting a press
release issued announcing the Company's operating results for the quarter ended
and the year ended December 31, 1996.
No financial statements were filed with the Form 8-K. ITEM 1.
<TABLE> <S> <C>
<ARTICLE> 7
<CIK> 0001013564
<NAME> Farm Family Holdings, Inc.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<DEBT-HELD-FOR-SALE> 223,181
<DEBT-CARRYING-VALUE> 9,563
<DEBT-MARKET-VALUE> 9,565
<EQUITIES> 8,078
<MORTGAGE> 1,725
<REAL-ESTATE> 0
<TOTAL-INVEST> 247,969
<CASH> 3,886
<RECOVER-REINSURE> 10,401
<DEFERRED-ACQUISITION> 10,721
<TOTAL-ASSETS> 326,763
<POLICY-LOSSES> 143,205
<UNEARNED-PREMIUMS> 58,143
<POLICY-OTHER> 11,261
<POLICY-HOLDER-FUNDS> 110,802
<NOTES-PAYABLE> 1,293
0
0
<COMMON> 53
<OTHER-SE> 3,715
<TOTAL-LIABILITY-AND-EQUITY> 326,763
34,973
<INVESTMENT-INCOME> 4,416
<INVESTMENT-GAINS> (90)
<OTHER-INCOME> 220
<BENEFITS> 24,697
<UNDERWRITING-AMORTIZATION> 10,090
<UNDERWRITING-OTHER> 0
<INCOME-PRETAX> 4,668
<INCOME-TAX> 1,612
<INCOME-CONTINUING> 3,056
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,056
<EPS-PRIMARY> 0.58
<EPS-DILUTED> 0.58
<RESERVE-OPEN> 114,383
<PROVISION-CURRENT> 24,847
<PROVISION-PRIOR> (150)
<PAYMENTS-CURRENT> 4,588
<PAYMENTS-PRIOR> 16,900
<RESERVE-CLOSE> 117,592
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
