UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: July 11, 2000
SYMONS INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in its charter)
State of Incorporation:
Indiana
Commission File Number IRS Employer Id. Number
No. 0-29042 No. 35-1707115
Address of Principal Executive Offices:
4720 Kingsway Drive
Indianapolis, Indiana 46205
Telephone No.
(317) 259-6300
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ITEM 5. OTHER EVENTS.
On July 8, 2000, the Company was notified that Nasdaq has determined to delist
the Company's securities from The Nasdaq Stock Market effective with the open of
business Monday, July 10, 2000. The decision of Nasdaq is attached as Exhibit 1.
On July 10, 2000, the Company issued the Press Release attached as Exhibit 2.
Symons International Group, Inc.
By:
Douglas H. Symons
Chief Executive Officer
Date: July 11, 2000
<PAGE>
INDEX TO EXHIBITS
(1) Letter from Nasdaq dated July 8, 2000.
(2) Press Release
<PAGE>
Exhibit 1
NASDAQ
David A. Donohoe, Jr.
Chief Counsel
Sent via Facsimile and Overnight Commercial Courier
July 8, 2000
Howard Schiffman, Esq.
Dickstein Shapiro Morin & Oshinsky, LLP
2101 L Street, N.W.
Washington, DC 20037-1526
RE: Symons International Group, Inc. (Symbol: SIGC)
Decision NQ 3248N-00
Request for Modification of Exception
Dear Mr. Schiffman:
We are in receipt of your submission dated June 22, 2000 in which you requested,
on behalf of Symons International Group, Inc. (the "Company"), a 90 day
extension of the June 30, 2000 deadline set forth in the Nasdaq Listing
Qualifications Panel's (the "Panel") March 22, 2000 decision, which granted the
Company an exception to the continued listing requirements for the Nasdaq
National Market. 1 The Company also requested that the Panel eliminate the term
of the exception, which required it to evidence a minimum of $15,000,000 in net
tangible assets. This letter shall supersede the decision dated July 7, 2000.2
The Company argued that a 90-day extension and a revision of the terms of the
exception was appropriate for several reasons. First, the Company reiterated its
position with respect to the treatment of Trust-Owned Redeemable Preferred Stock
("TOPRs') that was presented at the March 9, 2000 oral hearing. The Company
noted that, although the Panel determined that the TOPRs should be excluded from
Nasdaq's net tangible assets calculation, it has appealed the Panel's decision
to the Nasdaq Listing and Hearing Review Council (the "Review Council"), and it
expects the Review Council to make a decision on the appeal in September 2000.
Second, the Company provided the Panel with details on the progress it has made
in meeting the requirements set forth in the March 22, 2000 decision. Based upon
that progress, the Company believes that a cushion above the $4,000,000 net
tangible assets requirement is no longer necessary. Finally, the Company
asserted that, should the Review Council decide in September 2000 that the TOPRs
should be included in the net tangible assets calculation after its securities
have already been delisted from Nasdaq, the likelihood of a reduction in
liquidity and price of its shares will be "very difficult, if not impossible, to
reverse."3
<PAGE>
The Company asserted that it has significantly improved its operating results.
Specifically, the Company anticipates that its crop insurance division will
report a pre-tax profit of $6,600,000 for the six months ended June 30, 2000,
and a decline in the rate of losses it had incurred in its nonstandard auto
operations over the past five months. The Company expects "even stronger results
for the second half of the year." Despite the foregoing, the Company has not
been able to achieve compliance with the $5,000,000 market value of public float
that requirement or with the $15,000,000 net tangible assets requirement
specified in the exception.4
Panel Decision
The Panel observed that the Company failed to satisfy the requirements of the
exception and determine to deny the Company's request for an extension and/or
revision of the terms of the May 9, 2000 decision. While the Panel acknowledged
that, based on the Company's projections, the operating results appear to be
improving, it was concerned that the Company does not satisfy the maintenance
requirements, has continued to incur significant losses through the first five
months of 2000, and projects losses for the fourth quarter as a result of the
interest accrual from the remaining TOPRs.
The Panel noted that its position with respect to the treatment of the TOPRs was
set forth in the original decision letter, and remains unchanged. The Panel was
unable to identify unique or compelling circumstances meriting the modification
of the original decision or a stay of the delisting. Finally, the Panel noted
that the company is not currently in compliance with all requirements for
continued listing on The Nasdaq SmallCap Market.5 Accordingly, the Panel
determined to delist the Company's securities from the Nasdaq Stock Market
effective with the open of business Monday, July 10, 2000.
The Company should be aware that the Review Council may, on its own motion,
determine to review any Panel decision within 45 calendar days after issuance of
the written decision. If the Review Council determines to review this decision,
it may affirm, modify reverse, dismiss, or remand the decision to a Panel. The
Company will be immediately notified in the event the Review Council determines
that this matter will be called for review.
The Company may also request that the Review Council review this decision. The
request for review must be made in writing and received within 15 days from the
date of this decision. Requests must be sent to: Sara Nelson Bloom, Office of
the General Counsel, The Nasdaq Stock Market 1801 K. Street, N.W., 8th Floor,
Washington, DC 20006, (202) 728-8478 and facsimile (202) 728-8321. Pursuant to
Nasdaq Marketplace Rule 4840(b), the Company must submit a fee of $1,400.00 to
the Nasdaq Stock Market, Inc. to cover the cost of the review. Please be advised
that the institution of a review, whether by way of the Company's request or on
the initiative of the Review Council, will not operate as stay on this decision.
<PAGE>
The Company's securities may be immediately eligible to trade on the OTC
Bulletin Board. Pursuant to SEC File No. TP97-235, an exemption from Rule
15c2-11 has been granted to permit a broker-dealer, without having the
information specified by the Rule, to publish in, or submit for publication in,
a quotation medium, quotations for a security immediately after such security is
no longer authorized for quotation on The Nasdaq Stock Market, subject to the
following conditions:
1. Removal of the security from authorization for quotation on The
Nasdaq Sock Market must be attributable solely to the issuer's
failure to satisfy the revised initial listing or maintenance
standards, as contained in SEC Release No.
34-38961 (August 22, 1997);
2. The security must have been quoted continuously on The Nasdaq
Stock Market during the 30 calendar days preceding its delisting
from that market, exclusive of any trading halt not exceeding one
day to permit the dissemination of material news concerning the
security's issuer;
3. The issuer of the security must not be the subject of bankruptcy
proceedings;
4. The issuer of the security must be current in all of its periodic
reporting requirements pursuant to Section 13(a) or 15(d)
of the Exchange Act;
5. A broker-dealer relying upon this exemption must have been a
market maker registered with the NASD in the security no longer
eligible for quotation during the 30 day period proceeding the
security's removal from The Nasdaq Stock Market; and,
6. The exemption is available only for securities that were
authorized for quotation on The Nasdaq Stock Market and then
delisted, and not for any other securities of the issuer.
Footnotes:
1 The Panel's March 22, 2000 decision is hereby incorporated by reference. The
Company's June 22, 2000 submission was a joint request by the Company and Goran
Capital, Inc. ("Goran') based upon the fact that Goran is the majority
shareholder in the Company, and the Company's financial statements are
consolidated with Goran's financial statements. Goran is currently operating
under an identical Nasdaq exception.
2 All Changes are indicated in italics and bold font.
3 Company's submission to the Panel, dated June 22, 2000, page 4.
4 Based on the closing bad price of $0.9375 per share on July 6, 2000 [the
closing bid price on June 30, 2000 was $1.00 per share] and 3,151,608 shares in
the public float, as reported in the most recent proxy statement, the Company's
current market value of public float is $3,954,633. The market value of public
float has not met or exceeded $5,000,000 at any time since the date of the
original Panel decision. The Company did not provide a current estimate of its
net tangible assets. The Form 10-Q for the quarter ended March 31, 2000
evidenced net tangible assets of $(60,947,000), after exclusion of the TOPRs.
Consequently, even assuming an increase of $20,200,000 in net tangible assets as
the result of a recent re-purchase of TOPRs, the Company remains substantially
below the minimum requirement.
5 Pursuant to the Nasdaq Marketplace Rule 4310(c), a SmallCap issuer must
maintain, among the other things, a minimum of $2,000,000 in net tangible
assets, a $35,00,000 market capitalization or $500,000 in net income in the
latest fiscal year or in two of the last three fiscal years; a $1.00 per share
bid price; 500,000 publicly-held shares; a $1,000,000 market value of the public
float; two market makers; 300 round lot shareholders; and compliance with
Nasdaq's corporate governance centers.
If you have any questions, please do not hesitate to contact me at (301)
978-8070.
Sincerely,
David A. Donohoe, Jr.
Chief Counsel
Nasdaq Listing Qualifications Hearings
<PAGE>
Exhibit 2
July 10, 2000
AT THE COMPANY:
Alan Symons/Douglas Symons
(317)259-6302/(317)259-6413
E-mail: [email protected]
[email protected]
SYMONS INTERNATIONAL GROUP, INC. TO BEGIN TRADING ON THE OTC BULLETIN BOARD
Indianapolis, IN, July 10, 2000 - Symons International Group, Inc.
(NASDAQ:SIGC), a leading specialty insurer of nonstandard automobile insurance
and crop insurance is to begin trading on the OTC Bulletin Board, effective July
10, 2000.
The Company reported in its 10-K for the year-ended 1999 and 10-Q for the first
quarter 2000, that it was likely that trading in the Company stock would move
from the NASDAQ National Market to the OTC Bulletin Board. Effective today, the
stock will be traded on the OTC Bulletin Board under the same symbol, SIGC.
Symons International Group, Inc. (NASDAQ:SIGC) is a leading provider of
nonstandard automobile insurance in the United States. Nonstandard auto
insurance is sold through independent insurance agents and generally carries
higher premiums and low limits of liabilities. Symons' subsidiary, Superior
Insurance Group, writes nonstandard auto insurance in 22 states. IGF Insurance
Company is the fifth largest insurer of crops in the United States and writes
business in 46 states plus Canada. Visit the Company's web site at
www.sigins.com.
"Forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995 may be included in this news release. A variety of factors
could cause the Company's actual results to differ from the reported results
expressed in such forward-looking statements. Investors are referred to the
Company's Forward Looking Statements and Certain Risks (Part I, Item 2 to the
Company's Form 10-Q for period ended March 31, 2000), which statements are
incorporated into this news release by reference.
