SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
[X] Quarterly report pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934 for the quarterly period
ended September 30, 1997 or
[ ] Transition report pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934 for the transition period
from ______________ to ____________.
0-16533
(Commission File Number)
Old Guard Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 23-2852984
(State of Incorporation) (IRS Employer ID Number)
2929 Lititz Pike, Lancaster, PA 17604
(Address of Principal Executive Offices) ( Zip Code)
717-569-5361
(Registrant's Telephone Number)
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 X No ____.
Number of Shares Outstanding as of October 31, 1997:
Common Stock (No Par Value) 4,204,910
(Title of Class) (Outstanding Shares)
<PAGE>
OLD GUARD GROUP, INC.
Form 10-Q
For the Quarter Ended September 30, 1997
Contents
Part I - FINANCIAL INFORMATION Page No.
Item 1. Financial Statements
Consolidated Balance Sheets as of
September 30, 1997 and December 31, 1996 3
Consolidated Statements of Income for the
Three Months Ended September 30, 1997
and 1996 5
Consolidated Statements of Income for the
Nine Months Ended September 30, 1997
and 1996 6
Consolidated Statement of Shareholders'
Equity for the Nine Months Ended
September 30, 1997 7
Consolidated Statements of Cash Flows for
the Nine Months Ended September 30, 1997
and 1996 8
Notes to Consolidated Financial Statements 10
Item 2. Management Discussion and Analysis of Financial
Condition and Results of Operations 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 2. Change in Securities 16
Item 3. Defaults upon Senior Securities 16
Item 4. Submission of Matters to a Vote of Security
Holders 16
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8 - K 18
<PAGE>
OLD GUARD GROUP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
As of As of
September 30, 1997 December 31, 1996
<S> <C> <C>
ASSETS
Investments:
Fixed income securities
Held to maturity, at amortized cost $ 37,788,649 $ -
Available for sale, at fair value 55,934,699 69,905,076
Equity securities, available for sale, at fair value
Preferred stocks 4,767,918 5,281,426
Common stocks 12,363,626 7,094,752
Other invested assets 3,961,860 1,849,811
Total investments 114,816,752 84,131,065
Cash and cash equivalents 14,638,948 5,668,369
Premiums receivable 9,677,727 6,373,236
Reinsurance recoverables and unearned premiums 19,891,675 22,601,333
Deferred policy acquisition costs 6,824,736 5,603,343
Accrued investment income 1,357,959 1,014,601
Deferred income taxes, net 810,523 2,132,600
Property and equipment, net 9,034,979 6,535,789
Receivable from affiliates 931,106 258,430
Issuance costs - 958,484
Goodwill 785,809 -
Other assets 1,899,167 2,184,747
Total assets 180,669,381 137,461,997
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Losses and loss adjustment expenses 52,528,663 55,371,077
Unearned premiums 38,630,788 34,377,756
Accrued expenses 1,797,559 2,744,165
Capital lease obligations 983,843 1,521,443
ESOP debt 3,806,193 -
Long-term debt 1,065,778 -
Subordinated debt - 1,500,000
Other liabilities 1,607,715 2,936,637
Total liabilities 100,420,539 98,451,078
Minority Interest 668,780 -
Shareholders' Equity:
Preferred stock (5,000,000 shares authorized; 0 issued and
outstanding) - -
Common stock (15,000,000 shares authorized; 4,204,910
shares issued and outstanding, no par) 38,317,908 -
Additional paid-in capital 84,011 -
Common stock options 2,016,931 -
Deferred ESOP compensation (3,906,333) -
Retained earnings 39,086,504 36,985,415
Net unrealized investment gains, net of deferred income taxes 3,981,041 2,025,504
Total shareholders' equity 79,580,062 39,010,919
Total liabilities and shareholders' equity $180,669,381 $137,461,997
============ ============
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
OLD GUARD GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)
For the Three For the Three
Months Ended Months Ended
September 30, 1997 September 30, 1996
Revenue:
Net premiums written $15,856,700 $14,471,741
Change in unearned
premiums (479,539) (1,073,352)
Net premiums earned 15,377,161 13,398,389
Investment income, net
of expenses 1,560,464 1,092,170
Net realized investment
gains 1,052,593 382,822
Other revenue 106,772 223,599
Total revenue 18,096,990 15,096,980
Expenses:
Losses and loss adjustment
expenses incurred 9,597,204 8,900,172
Operating expenses 6,031,650 5,486,523
Stock option compensation 2,016,931 -
Interest 154,389 113,138
Total expenses 17,800,174 14,499,833
Income before provision for
income tax and minority
interest 296,816 597,147
Income tax expense 40,802 184,189
Income before minority
interest 256,014 412,958
Minority interest in
loss of consolidated
subsidiary (2,407) -
Net income $ 258,421 $ 412,958
Earnings per share 0.07 0.10
Weighted average number
of shares outstanding 3,969,279 3,957,610
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
OLD GUARD GROUP, INC AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)
For the For the
Nine Months Ended Nine Months Ended
September 30, 1997 September 30, 1996
Revenue:
Net premiums written $50,670,470 $34,825,650
Change in unearned
premiums (4,785,536) 4,878,988
Net premiums earned 45,884,934 39,704,638
Investment income, net of
expenses 4,494,461 3,574,651
Net realized investment
gains 1,935,680 1,078,217
Other revenue 338,462 483,986
Total revenue 52,653,537 44,841,492
Expenses:
Losses and loss adjustment
expenses incurred 28,528,660 34,548,664
Operating expenses 18,038,457 14,019,276
Stock option compensation 2,016,931 -
Interest expense 450,270 280,124
Total expenses 49,034,318 48,848,064
Income (loss) before provision
for income tax and minority
interest 3,619,219 (4,006,572)
Income tax expense (benefit) 1,295,516 (1,458,415)
Income (loss) before minority
interest 2,323,703 (2,548,157)
Minority interest in
earnings of consolidated
subsidiary 12,368 -
Net income (loss) $ 2,311,335 $(2,548,157)
Earnings (loss) per share 0.58 (0.64)
Weighted average number of
shares outstanding 3,963,437 3,957,610
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
OLD GUARD GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Shareholders' Equity
For the Nine Months Ended September 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
Net Unrealized
Additional Common Deferred Investment Gains
Common Stock Paid-In Stock ESOP Retained Net of Deferred
Shares Amount Capital Options Compensation Earnings Income Taxes Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance,
January 1, 1997 - $ - $ - $ - $ - $36,985,415 $2,025,504 $39,010,919
Net income - - - - - 2,311,335 - 2,311,335
Dividends paid
($.05 per
share) - - - - - (210,246) - (210,246)
Issuance of
common stock,
net of issuance
costs 4,204,910 38,317,908 - - - - - 38,317,908
Deferral of ESOP
expense - - - - (4,054,910) - - (4,054,910)
Stock-based
compensation - - 84,011 2,016,931 148,577 - - 2,249,519
Increase in net
unrealized
investment
gains, net - - - - - - 1,955,537 1,955,537
Balance,
September 30,
1997 4,204,910 $38,317,908 $84,011 $2,016,931 $(3,906,333) $39,086,504 $3,981,041 $79,580,062
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
OLD GUARD GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For the For the
Nine Months Ended Nine Months Ended
September 30, 1997 September 30, 1996
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 2,311,335 $ (2,548,157)
Adjustments to reconcile net income (loss) to net
cash from operating activities:
Depreciation and amortization 1,077,766 703,287
Net realized investment gains (1,935,680) (1,078,215)
Deferred income tax provision (benefit) 347,607 (887,851)
Non-cash stock option compensation 2,016,931 -
Other 235,176 (11,400)
(Increase) decrease assets:
Premiums receivable (2,487,621) (1,597,037)
Reinsurance recoverables and unearned premiums 4,852,353 (15,384,658)
Deferred policy acquisition costs (1,025,277) 1,346,819
Accrued investment income (325,279) (69,460)
Other assets 306,012 (1,286,065)
Receivable from affiliates (661,176) (198,254)
Increase (decrease) in liabilities:
Losses and loss adjustment expenses (5,037,042) 4,707,089
Unearned premiums 2,785,636 2,444,475
Accrued expenses (1,042,491) (950,103)
Other liabilities 204,203 572,467
Net cash provided (used) by operating activities 1,622,453 (14,237,063)
Cash flows from investing activities:
Cost of purchases of fixed income securities
Available for sale (39,326,489) (19,283,725)
Proceeds from sales of fixed income securities
Available for sale 8,293,481 20,201,195
Proceeds from maturities of fixed income securities
Held to maturity 318,333 -
Available for sale 9,265,962 6,876,084
Cost of equity securities acquired (8,153,320) (3,200,300)
Proceeds from sales of equity securities 6,677,189 6,358,616
Change in receivable/payable for securities - (423,768)
Cost of purchases of other invested assets (2,640,000) (336,959)
Proceeds from sales of other invested assets 588,582 -
FDIC acquisition, net of cash acquired (626,175) -
Cost of purchases of property and equipment (3,365,744) (970,367)
Proceeds from sales of property and equipment 20,700 11,400
Net cash provided (used) by investing activities (28,947,481) 9,232,176
Cash flows from financing activities:
Proceeds from issuance of stock 33,721,482 -
Payment of dividends (210,246) -
Proceeds from ESOP debt 3,954,770 -
Repayment of bank loan (1,584,222) -
Proceeds from long-term debt 1,100,000 -
Repayment of subordinated debt - (750,000)
Proceeds from capital lease funding - 1,499,028
Payments on principal of capital lease and long-term debt (686,177) (159,730)
Net cash provided by financing activities 36,295,607 589,298
Net increase (decrease) in cash and cash equivalents 8,970,579 (4,415,589)
Cash and cash equivalents at beginning of period 5,668,369 8,153,125
Cash and cash equivalents at end of period $ 14,638,948 $ 3,737,536
============ ============
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
OLD GUARD GROUP, INC. AND SUBSIDIARIES
(UNAUDITED)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization
The consolidated financial statements include the accounts
of Old Guard Group, Inc. (the Company) and its wholly-owned
subsidiaries Old Guard Insurance Company, Old Guard Fire
Insurance Company, Goschenhoppen-Home Insurance Company and Old
Guard Investment Holding Company (OGIHC) and its wholly-owned
subsidiaries, Commonwealth Insurance Managers, Inc. and 2929
Service Corporation and OGIHC's 80% owned subsidiary, First
Delaware Insurance Company (FDIC). Subsequent to September 30,
1997, Goschenhoppen-Home Insurance Company changed its name to
First Patriot Insurance Company and Commonwealth Insurance
Managers, Inc. changed its name to Old Guard Insurance Managers,
Inc.
The Company is a regional insurance holding company that, on
February 11, 1997, completed an initial public offering in which
it raised $38.3 million, net of issuance costs of $3.7 million,
in exchange for 4.2 million shares of no par common stock.
Concurrent with the public offering and in accordance with a plan
of demutualization, Old Guard Insurance Company, Old Guard Fire
Insurance Company and Goschenhoppen-Home Insurance Company
(collectively, the Insurance Companies) were converted from
mutual to stock insurance companies and issued shares of common
stock to the Company in exchange for $16.0 million. As a result
of the demutualization, the Insurance Companies are wholly-owned
subsidiaries of the Company.
Effective January 1, 1997, OGIHC acquired 80% of the
outstanding common stock of FDIC for $3.3 million which included
a capital infusion of $1.5 million. Pro forma results for the
nine months ended September 30, 1996, including FDIC as if it had
been owned during that period and as if the Company had converted
to the stock form, are as follows:
Total revenue $46,097,000
Loss before provision for income tax (3,909,000)
Net loss (2,471,000)
Loss per share (.62)
2. Acquisition
The Company, in cooperation with the Board of Directors and
management of New Castle Mutual Insurance Company (New Castle), a
Delaware domiciled property and casualty insurance company, is in
the process of converting New Castle to stock form and
concurrently acquiring 100% of the New Castle stock. To date,
the Company has purchased $2.5 million in surplus notes from New
Castle which will be converted to stock in the acquisition. The
Company may, at its discretion, purchase up to an additional $1.5
million of convertible surplus notes from New Castle. Subject to
regulatory approvals, it is expected that this transaction will
be completed in early 1998. Currently, the Company assumes
certain insurance business from New Castle as a participant in
its reinsurance program and provides New Castle with insurance
management services.
3. Basis of Presentation
The financial information for the interim periods included
herein is unaudited; however, such information reflects all
adjustments, consisting of normal recurring adjustments, which
are, in the opinion of management, necessary to a fair
presentation of the financial position, results of operations,
and cash flows for the interim periods. The results of
operations for interim periods are not necessarily indicative of
results to be expected for the full year.
These consolidated financial statements should be read in
conjunction with the combined financial statements and notes for
the year ended December 31, 1996 included in the Company's 1996
Annual Report filed with the Securities and Exchange Commission
on Form 10-K.
4. Earnings Per Share
Earnings per share were calculated by dividing net income by
the weighted average number of common shares outstanding during
each respective period. During 1997, shares outstanding include
shares issued in the initial public offering as if it took place
on January 1, 1997, less unawarded ESOP shares, plus shares
expected to be issued as stock compensation. For all periods of
1996 the number of shares used to calculate earnings per share
was 3,957,610 based upon the assumption that the initial public
offering took place on January 1, 1996.
5. Supplemental Cash Flow Disclosure
Interest paid for the nine months ended September 30, 1997
and 1996 was $423,261 and $139,539, respectively. Net income
taxes paid (recovered) for the nine months ended September 30,
1997 and 1996 was $706,532 and $(45,843), respectively. Non-cash
transactions for the nine months ended September 30, 1997
included the satisfaction of $1,500,000 of subordinated debt
through the issuance of 150,000 common shares. In addition,
during the third quarter of 1997 the Company transferred
$38,104,897 of fixed income securities from available for sale to
held to maturity. This was done to reflect management's
intention and ability to hold these securities until maturity.
This change in classification did not have a material effect on
the Company's financial position or results of operations.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Premiums. Direct premiums written increased $432,000, or
2.0%, to $21,692,000 for the three months ended September 30,
1997 and $4,085,000, or 6.7%, to $64,858,000 during the nine
months ended September 30, 1997. The increase in direct premiums
written was attributable to the acquisition of FDIC as of January
1, 1997 which added $808,000 and $2,782,000 during the three and
nine months ended September 30, 1997, respectively. The
contribution to direct premiums written by FDIC during the three
and nine months ended September 30, 1997 was offset by decreases
in workers' compensation premiums as a result of rate reductions
mandated by the Pennsylvania Compensation Rating Bureau,
decreases in homeowners premiums as a result of the Company
reunderwriting a substantial portion of its homeowners policies,
decreases in the Company's property premiums and, for the three
months ended September 30, 1997, the acceleration into the second
quarter of 1997 of the annual renewal date of certain workers'
compensation policies in order to allow for the participation in
a group dividend plan. In addition, the Company was able to
increase its personal automobile and farmowners business during
the third quarter.
Net premiums written increased $1,385,000, or 9.6%, to
$15,857,000 for the three months ended September 30, 1997 and
$15,845,000, or 46%, to $50,670,000 for the nine months ended
September 30, 1997. The increase in net premiums written was
attributable to increases in direct premiums written and various
changes to the Company's reinsurance program in 1997 and 1996
which lowered ceded premiums written in 1997 as compared to 1996.
The changes included instituting a 20% quota-share reinsurance
treaty effective January 1, 1996 and, effective January 1, 1997,
reducing the quota-share reinsurance treaty to 15%. In addition,
the Company canceled its surplus reinsurance treaty and increased
its net retention on property losses to $250,000 from $150,000
effective January 1, 1997.
Net premiums earned increased $1,979,000, or 14.8%, to
$15,377,000 for the three months ended September 30, 1997 and
$6,180,000, or 15.6%, to $45,885,000 for the nine months ended
September 30, 1997. The increases in net premiums earned were
directly attributable to the effects of the changes instituted in
the Company's reinsurance program, the acquisition of FDIC,
increases in direct premiums written, as previously discussed,
and limited assumptions of business from New Castle.
Net Investment Income. Cash and invested assets increased
$39,657,000, or 44.2%, to $129,456,000 at September 30, 1997 from
$89,799,000 at December 31, 1996 primarily as a result of the
$33,721,000 net proceeds from the Company's initial public
offering on February 11, 1997, as well as a $2,963,000 increase
in unrealized investment gains in the nine months ended September
30, 1997 on investments carried at fair value. For the nine
months ended September 30, 1997 the yield on average cash and
invested assets was 5.2 % compared to 5.3% for the comparable
period of 1996. The result of these changes was that net
investment income increased $468,000, or 42.9%, to $1,560,000 for
the three months ended September 30, 1997 and $920,000, or 25.7%,
to $4,494,000 for the nine months ended September 30, 1997.
Net Realized Investment Gains. Net realized investment
gains were $1,053,000 and $1,936,000 for the three and nine
months ended September 30, 1997, respectively, compared to
$383,000 and $1,078,000 for the three and nine months ended
September 30, 1996. Increases in realized investment gains were
primarily a result of sales of equity securities from the
Company's investment portfolio which the Company made in order to
take advantage of market appreciation during 1997.
Losses and Loss Adjustment Expenses. Losses and loss
adjustment expenses incurred decreased by $6,020,000, or 17.4%,
to $28,529,000 for the nine months ended September 30, 1997
compared to $34,549,000 for the nine months ended September 30,
1996. Losses and loss adjustment expenses were higher in 1996 due
to substantial numbers of insurance claims arising out of
abnormally severe winter storms during January, 1996. Net
catastrophic losses arising directly out of these storms amounted
to approximately $3,500,000. In addition, non-storm related
losses and loss adjustment expenses were approximately $2,800,000
higher in 1996 compared to 1995 primarily because of increases in
winter, fire, and wind related claims.
Loss and loss adjustment expenses were 62.4% and 66.4% of net
premiums earned for the three months ended September 30, 1997 and
1996, respectively, and 62.2% and 87.0% for the nine months ended
September 30, 1997 and 1996, respectively. The impact of the
catastrophic storms and non-storm related claims on the loss
ratio was 15.9 percentage points for the nine months ended
September 30, 1996.
Operating Expenses. Operating expenses increased by
$545,000, or 9.9%, and $4,019,000 or 28.7%, for the three and
nine months ended September 30, 1997, respectively. The increase
is entirely the result of more ceded commission income than
normal in 1996 and less than normal ceded commission income in
1997 as a result of the reinsurance changes discussed previously.
Stock Option Compensation. The $2,017,000 charge in the
third quarter of 1997 for stock compensation expense is a non-
recurring, non-cash expense resulting from the grant of 237,286
stock options on February 11, 1997, at an exercise price equal to
the $10 per share offering price in the Company's initial public
offering, and approved by shareholders at the Company's first
annual meeting on August 19, 1997. At the time of shareholder
approval the Company's stock price was $18.50. In accordance
with the Company's accounting policy for stock-based compensation
(the optional accounting treatment afforded under SFAS 123 which
allows companies to follow Accounting Principle Board Opinion
No. 25), the difference between the stock price at the approval
date and the exercise price is charged to earnings. Further
changes in the Company's stock price or future grants of options,
shareholder approval of which will not be required and which are
expected to made at the then current price of the Company's
stock, will not result in additional charges to earnings.
Federal Income Tax Expense. Federal income tax expense
(benefit) as a percentage of pre-tax income or loss was 35.8% and
(36.4%) for the nine months ended September 30, 1997 and 1996,
respectively.
Underwriting Results. For the three and nine months ended
September 30, 1997 the Company had a combined ratio of 101.6% and
101.5%, respectively, compared to combined ratios of 107.4% and
122.3 % for 1996. The decrease in the combined ratio for all
periods can be attributed to the unusually mild winter in the
early part of 1997 and severe winter storms in the Company's
territory in 1996 offset by higher expenses as a result of the
reduction in ceded commissions discussed above.
New Accounting Pronouncements. In February 1997, the
Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) 128, Earnings Per Share.
SFAS 128 specifies the computation, presentation and disclosure
requirement for earnings per share. SFAS 128 is effective for
financial statements ending after December 15, 1997; earlier
adoption is not permitted. Management does not expect the
adoption of SFAS 128 to have a material impact on its earnings
per share calculations.
In June 1997, the FASB issued SFAS 130, Comprehensive Income,
which establishes standards for the reporting and disclosure of
comprehensive income and its components (revenues, expenses,
gains and losses). SFAS 130 requires that all items that are
required to be recognized under accounting standards as
components of comprehensive income be reported in a financial
statement that is displayed with the same prominence as other
financial statements. SFAS 130 requires that an enterprise (a)
classify items of other comprehensive income by their nature in a
financial statement and (b) display the accumulated balance of
other comprehensive income separately from retained earnings and
additional paid-in capital in the equity section of a statement
of financial position. SFAS 130 is effective for fiscal years
beginning after December 15, 1997. The Company will adopt SFAS
130 in 1998 and is currently in the process of determining the
effect of SFAS 130 upon its financial reporting requirements.
In June 1997, the FASB issued SFAS 131, Disclosures about
Segments of an Enterprise and Related Information, which
establishes standards for the way that public business
enterprises report information about operating segments in annual
financial statements and requires that those enterprises report
selected information about operating segments in interim
financial reports issued to stockholders. SFAS 131 also
establishes standards for related disclosures about products and
services, geographic areas and major customers. SFAS 131 is
effective for fiscal years beginning after December 15, 1997. The
Company will adopt SFAS 131 in 1998 and is currently in the
process of determining the effect of SFAS 131 upon its financial
reporting requirements.
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings. In January, 1997, Donald Nikolaus
filed suit in the Commonwealth Court of Pennsylvania against the
Company, the Insurance Companies and the Insurance Department of
Pennsylvania. In the suit, Nikolaus sought an injunction to
prevent the Insurance Companies from converting from mutual to
stock form and seeking damages for himself and all policyholders
in the event a conversion occurred. After a preliminary
injunction hearing, the Court denied Mr. Nikolaus' request for a
preliminary injunction. Subsequently, Mr. Nikolaus, the Company,
the Insurance Companies and the Insurance Department of
Pennsylvania entered into a settlement agreement under which the
Insurance Department agreed to certain procedural safeguards with
respect to future applications by mutual insurance companies to
convert to stock form, and the Company, the Insurance Companies
and Mr. Nikolaus exchanged mutual releases.
In February, 1997, within a few hours after
Commonwealth Court issued its order denying Nikolaus' request for
a preliminary injunction, three policyholders, purportedly on
behalf of all policyholders, filed an action against the Company,
the Insurance Companies and their directors in the United States
District Court for the Eastern District of Pennsylvania.
Plaintiffs seek damages for the loss of their equity interest in
the Insurance Companies as a result of the conversion, based on
numerous theories including breach of fiduciary duty and civil
rights claims. In April, 1997, defendants filed a motion to
dismiss for failure to state a cause of action. The motion to
dismiss is currently pending before the Court.
ITEM 2. Change in Securities - None
ITEM 3. Defaults Upon Senior Securities - None
ITEM 4. Submission of Matters to a Vote of Security Holders -
The 1997 Annual Meeting of Shareholders (the "Meeting") of
the Company was held on August 19, 1997. Notice of the Meeting
was mailed to shareholders on or about July 14, 1997.
The Meeting was held for the following purposes:
1. To elect two Class I directors to hold office for three
years from the date of election and until their
successors are elected and qualified (Matter No.1);
2. To approve the Company's Stock Compensation Program.
(Matter No. 2).
3. To approve the Company's Management Recognition Plan.
(Matter No. 3).
4. To ratify the appointment by the Company's Board of
Directors of Coopers & Lybrand L.L.P., as the Company's
independent auditors for the fiscal year ending
December 31, 1997 (Matter No. 4).
There was no solicitation in opposition to the nominees of
the Board of Directors. All nominees of the Board of Directors
were elected. The number of votes cast for or against, as well
as the number of abstentions for each of the nominees for
election to the Board of Directors were as follows:
Nominee For Withheld
Luther R. Campbell, Jr. 3,646,843 72,043
Robert L. Wechter 3,652,538 66,348
Matter No. 2 was approved by shareholders at the Meeting.
The votes cast for this Matter were as follows:
Abstentions and
For Against Broker Non-Votes
2,312,591 321,607 1,084,688
Matter No. 3 was approved by Shareholders at the meeting.
The votes cast for this Matter were as follows:
Abstentions and
For Against Broker Non-Votes
2,267,206 397,485 1,054,195
Matter No. 4 was approved by Shareholders at the meeting.
The votes cast for this Matter were as follows:
Abstentions and
For Against Broker Non-Votes
3,697,500 6,136 15,250
ITEM 5. Other Information - None
<PAGE>
ITEM 6.
(A) Exhibits and Reports on Form 8-K
3.1 Articles of Incorporation of Old Guard Group, Inc.
(Incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement No. 333-12779 on
Form S-1).
3.2 Bylaws of Old Guard Group, Inc. (Incorporated by
reference to Exhibit 3.2 to the Company's
Registration Statement No. 333-12779 on Form S-1).
27 Financial Data Schedule.
(B) Reports on Form 8-K - None
<PAGE>
SIGNATURE
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.
OLD GUARD GROUP, INC.
Date: November 14, 1997 /s/ Mark J. Keyser
Chief Financial Officer and
Treasurer (principal financial
officer and principal accounting
officer)
<PAGE>
EXHIBIT INDEX
3.1 Articles of Incorporation of Old Guard Group, Inc.
(Incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement No. 333-12779 on
Form S-1).
3.2 Bylaws of Old Guard Group, Inc. (Incorporated by
reference to Exhibit 3.2 to the Company's
Registration Statement No. 333-12779 on Form S-1).
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 7
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<DEBT-HELD-FOR-SALE> 55,935
<DEBT-CARRYING-VALUE> 37,789
<DEBT-MARKET-VALUE> 37,913
<EQUITIES> 17,132
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 114,817
<CASH> 14,639
<RECOVER-REINSURE> 3,933
<DEFERRED-ACQUISITION> 6,825
<TOTAL-ASSETS> 180,669
<POLICY-LOSSES> 52,529
<UNEARNED-PREMIUMS> 38,631
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 4,872
0
0
<COMMON> 38,318
<OTHER-SE> 41,262
<TOTAL-LIABILITY-AND-EQUITY> 180,669
45,885
<INVESTMENT-INCOME> 4,494
<INVESTMENT-GAINS> 1,936
<OTHER-INCOME> 339
<BENEFITS> 28,529
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 20,506
<INCOME-PRETAX> 3,619
<INCOME-TAX> 1,296
<INCOME-CONTINUING> 2,311
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,311
<EPS-PRIMARY> 0.58
<EPS-DILUTED> 0.58
<RESERVE-OPEN> 55,371
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 52,529
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
