UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___*)
Insurance Management Solutions Group, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
0001063167
-----------------------------------------------------
(CUSIP Number)
12/31/99
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 20 Pages
<PAGE>
- --------------------------------------
CUSIP No. 0001063167
- --------------------------------------
====== =========================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Independent Foundation for the Pursuit of Charitable Endeavors, Ltd.
====== =========================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
====== =========================================================================
3 SEC USE ONLY
====== =========================================================================
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman
======================= ====== =================================================
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
====== =================================================
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY See item 4
====== =================================================
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
====== =================================================
PERSON 8 SHARED DISPOSITIVE POWER
WITH See item 4
====== =========================================================================
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See item 4
====== =========================================================================
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
====== =========================================================================
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
See item 4
====== =========================================================================
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
====== =========================================================================
Page 2 of 20 Pages
<PAGE>
- --------------------------------------
CUSIP No. 0001063167
- --------------------------------------
====== =========================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cayman National Trust Co., Ltd.
====== =========================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
====== =========================================================================
3 SEC USE ONLY
====== =========================================================================
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman
======================= ====== =================================================
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
====== =================================================
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY See item 4
====== =================================================
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
====== =================================================
PERSON 8 SHARED DISPOSITIVE POWER
WITH See item 4
====== =========================================================================
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See item 4
====== =========================================================================
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
====== =========================================================================
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
See item 4
====== =========================================================================
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
====== =========================================================================
Page 3 of 20 Pages
<PAGE>
- --------------------------------------
CUSIP No. 0001063167
- --------------------------------------
====== =========================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Venture II Trust
====== =========================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
====== =========================================================================
3 SEC USE ONLY
====== =========================================================================
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman
======================= ====== =================================================
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
====== =================================================
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 700,000 (see item 4)
====== =================================================
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
====== =================================================
PERSON 8 SHARED DISPOSITIVE POWER
WITH 700,000 (see item 4)
====== =========================================================================
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,000 (see item 4)
====== =========================================================================
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
====== =========================================================================
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5% (see item 4)
====== =========================================================================
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
====== =========================================================================
Page 4 of 20 Pages
<PAGE>
- --------------------------------------
CUSIP No. 0001063167
- --------------------------------------
====== =========================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Venture Capital Corporation
====== =========================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
====== =========================================================================
3 SEC USE ONLY
====== =========================================================================
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman
======================= ====== =================================================
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
====== =================================================
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 700,000 (see item 4)
====== =================================================
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
====== =================================================
PERSON 8 SHARED DISPOSITIVE POWER
WITH 700,000 (see item 4)
====== =========================================================================
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,000 (see item 4)
====== =========================================================================
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
====== =========================================================================
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
====== =========================================================================
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
====== =========================================================================
Page 5 of 20 Pages
<PAGE>
- --------------------------------------
CUSIP No. 0001063167
- --------------------------------------
====== =========================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Western International Insurance Company
====== =========================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
====== =========================================================================
3 SEC USE ONLY
====== =========================================================================
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman
======================= ====== =================================================
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
====== =================================================
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 700,000 (see item 4)
====== =================================================
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
====== =================================================
PERSON 8 SHARED DISPOSITIVE POWER
WITH 700,000 (see item 4)
====== =========================================================================
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,000 (see item 4)
====== =========================================================================
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
====== =========================================================================
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
====== =========================================================================
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IC
====== =========================================================================
Page 6 of 20 Pages
<PAGE>
- --------------------------------------
CUSIP No. 0001063167
- --------------------------------------
Item 1(a). Name of Issuer:
Insurance Management Solutions Group, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
360 Central Avenue
St. Petersburg, Florida 33701
Item 2(a). Name of Person Filing:
This statement is filed jointly by each of the following
persons pursuant to Rule 13d-1(k) promulgated under Section 13
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"): (i) Independent Foundation for the Pursuit of
Charitable Endeavors, Ltd., ("IFPCE"), a not for profit Cayman
company which possesses certain discretionary powers with
respect to the appointment of certain trusts which may be
deemed to beneficially own shares of Common Stock; (ii) Western
International Insurance Company, a Cayman corporation
("Western"), as a direct beneficial owner of Common Stock;
(iii) Venture Capital Corporation, a Cayman corporation
("Venture"), as the direct parent corporation of Western, (iv)
Venture II Trust ("Venture Trust"), a discretionary charitable
trust which owns all of the outstanding shares of Venture; and
(v) Cayman National Trust Co., Ltd., a Cayman corporation
("Cayman National"), as the sole trustee of Venture Trust.
Information with respect to each of the reporting persons is
given solely by such reporting person, and no reporting person
assumes responsibility for the accuracy or completeness of
information provided by another reporting person. By their
signatures on this statement, each of the reporting persons
agrees that this statement is filed on behalf of such reporting
person.
Page 7 of 20 Pages
<PAGE>
- --------------------------------------
CUSIP No. 0001063167
- --------------------------------------
Item 2(b). Address of Principal Business Office or, if none, Residence:
Independent Foundation for the P.O. Box 1369 GT
Pursuit of Charitable Fort Street
Endeavors, Ltd. Grand Cayman, Cayman Islands
Venture Capital Corporation British West Indies
Venture II Trust
Western International Insurance Company
Cayman National Trust Co., Ltd. 200 Elgin Avenue
P.O. Box 1790 GT
Grand Cayman, Cayman Islands
British West Indies
Item 2(c). Citizenship:
See Item 2(a).
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
0001063167
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
Not applicable
Page 8 of 20 Pages
<PAGE>
- --------------------------------------
CUSIP No. 0001063167
- --------------------------------------
Item 4. Ownership
(a)-(b)
As of January 31, 2000, Western was the registered owner of
700,000 shares of the Issuer's Common Stock, or approximately
5.5% of the outstanding Common Stock. By virtue of the
relationship between Western and each of Venture, Venture Trust
and Cayman National, each of Venture, Venture Trust and Cayman
National may be deemed to possess indirect beneficial ownership
of the shares of the Issuer's Common Stock beneficially owned
by Western. IFPCE is a not for profit corporation that
possesses certain discretionary powers with respect to Venture
Trust and Bankers International Financial Corporation II Trust
(the "BIFC Trust"), an entity unrelated to Venture Trust. As of
January 31, 2000, the BIFC Trust, a discretionary charitable
trust, and its affiliates, may have been deemed to possess
indirect beneficial ownership of 8,021,400 shares of the
Issuer's Common Stock or approximately 63.3% of the outstanding
Common Stock. Pursuant to each trust's declaration of trust,
IFPCE possesses the discretionary power to (i) direct the
trustee to appoint the trust fund to another trust for the
benefit of the beneficiaries and (ii) remove the trustee and
appoint one or more new trustees. The filing of this statement
by IFPCE and Cayman National shall not be construed as an
admission that either IFPCE or Cayman National is for the
purposes of Section 13(d) or Section 13(g) of the Exchange Act,
the beneficial owner of (or possesses the power to vote or
direct the vote of) any securities covered by this statement.
(c)
<TABLE>
<CAPTION>
Sole Shared Sole Shared
Reporting Voting Voting Dispositive Dispositive
Person Power Power Power Power
--------- ------ ------ ----------- -----------
<S> <C> <C> <C> <C>
Independent Foundation for the
Pursuit of Charitable See Item See Item
Endeavors, Ltd. 0 4(a)-(b) 0 4(a)-(b)
Cayman National Trust Co., See item See item
Ltd. 0 4(a)-(b) 0 4(a)-(b)
Venture II Trust 0 700,000 0 700,000
Venture Capital Corporation 0 700,000 0 700,000
Western International Insurance
Company 0 700,000 0 700,000
</TABLE>
Page 9 of 20 Pages
<PAGE>
- --------------------------------------
CUSIP No. 0001063167
- --------------------------------------
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification.
Not applicable
Page 10 of 20 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: March 22, 2000
INDEPENDENT FOUNDATION FOR THE PURSUIT
OF CHARITABLE ENDEAVORS, LTD.
By: /s/ David K. Meehan
-----------------------------------
Name: David K. Meehan
Attorney-in-fact
CAYMAN NATIONAL TRUST CO., LTD.
By: /s/ David K. Meehan
-----------------------------------
Name: David K. Meehan
Attorney-in-fact
VENTURE II TRUST
By: /s/ David K. Meehan
-----------------------------------
Name: David K. Meehan
Attorney-in-fact
VENTURE CAPITAL CORPORATION
By: /s/ David K. Meehan
-----------------------------------
Name: David K. Meehan
Attorney-in-fact
Page 11 of 20 Pages
<PAGE>
WESTERN INTERNATIONAL INSURANCE COMPANY
By: /s/ David K. Meehan
-----------------------------------
Name: David K. Meehan
Attorney-in-fact
Page 12 of 20 Pages
<PAGE>
Exhibits
1 Agreement of Joint Filing, dated March 22, 2000, among Independent
Foundation for the Pursuit of Charitable Endeavors, Ltd., Cayman
National Trust Co., Ltd., Venture II Trust, Venture Capital Corporation
and Western International Insurance Company.
2 Power of Attorney for each of Independent Foundation for the Pursuit of
Charitable Endeavors, Ltd., Cayman National Trust Co., Ltd., Venture II
Trust, Venture Capital Corporation and Western International Insurance
Company.
Page 13 of 20 Pages
Exhibit 1
AGREEMENT OF JOINT FILING
AGREEMENT dated as of March 22, 2000 among Independent Foundation for
the Pursuit of Charitable Endeavors, Ltd., Cayman National Trust Co., Ltd.,
Venture II Trust, Venture Capital Corporation and Western International
Insurance Company.
WHEREAS, pursuant to paragraph (k) of Rule 13d-1 promulgated under
Subsection 13(d)(1) of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), the parties hereto have decided to satisfy their filing obligations
under the 1934 Act by a single joint filing:
NOW, THEREFORE, the undersigned hereby agree as follows:
1. The Schedule 13G with respect to Insurance Management Solutions
Group, Inc., to which this Agreement is attached as Exhibit 1, as well as all
future amendments to such Statement, shall be filed jointly on behalf of
Independent Foundation for the Pursuit of Charitable Endeavors, Ltd., Cayman
National Trust Co., Ltd., Venture II Trust, Venture Capital Corporation and
Western International Insurance Company.
2. Each of Independent Foundation for the Pursuit of Charitable
Endeavors, Ltd., Cayman National Trust Co., Ltd., Venture II Trust, Venture
Capital Corporation and Western International Insurance Company is responsible
for the completeness and accuracy of the information concerning such person
contained therein; provided that each person is not responsible for the
completeness or accuracy of the information concerning any other person making
such filing.
IN WITNESS WHEREOF, the undersigned hereunto set their hands as of the
date first above written.
INDEPENDENT FOUNDATION FOR THE PURSUIT
OF CHARITABLE ENDEAVORS, LTD.
By: /s/ David K. Meehan
-----------------------------------
Name: David K. Meehan
Attorney-in-fact
CAYMAN NATIONAL TRUST CO., LTD.
By: /s/ David K. Meehan
-----------------------------------
Name: David K. Meehan
Attorney-in-fact
Page 14 of 20 Pages
<PAGE>
VENTURE II TRUST
By: /s/ David K. Meehan
-----------------------------------
Name: David K. Meehan
Attorney-in-fact
VENTURE CAPITAL CORPORATION
By: /s/ David K. Meehan
-----------------------------------
Name: David K. Meehan
Attorney-in-fact
WESTERN INTERNATIONAL INSURANCE COMPANY
By: /s/ David K. Meehan
-----------------------------------
Name: David K. Meehan
Attorney-in-fact
Page 15 of 20 Pages
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes
and appoints each of David K. Meehan, Jeffrey S. Bragg and Kelly K. King,
signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a more than 5% shareholder of Insurance
Management Solutions Group, Inc. (the "Company"), any and all forms,
applications and other documents as may be necessary or advisable for the
undersigned to file under the Securities Exchange Act of 1934 and the rules
thereunder (the "Exchange Act"), including, without limitation, Forms 3, 4
and 5 and Schedules 13D and 13G, and any amendments thereto, in accordance
with Section 16(a) and Section 13(d), respectively, of the Exchange Act
(collectively, "Documents"); and
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any
such Documents and timely file such Documents with the United States
Securities and Exchange Commission and any stock exchange or similar
authority.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Documents with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 10th day of February, 1999.
INDEPENDENT FOUNDATION FOR THE PURSUIT
OF CHARITABLE ENDEAVORS, LTD.
By: /s/ Barry B. Benjamin
-------------------------------------
Name: Barry B. Benjamin
Title: President
Page 16 of 20 Pages
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes
and appoints each of David K. Meehan, Jeffrey S. Bragg and Kelly K. King,
signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a more than 5% shareholder of Insurance
Management Solutions Group, Inc. (the "Company"), any and all forms,
applications and other documents as may be necessary or advisable for the
undersigned to file under the Securities Exchange Act of 1934 and the rules
thereunder (the "Exchange Act"), including, without limitation, Forms 3, 4
and 5 and Schedules 13D and 13G, and any amendments thereto, in accordance
with Section 16(a) and Section 13(d), respectively, of the Exchange Act
(collectively, "Documents"); and
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any
such Documents and timely file such Documents with the United States
Securities and Exchange Commission and any stock exchange or similar
authority.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Documents with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 10th day of February, 1999.
VENTURE CAPITAL CORPORATION
By: /s/ Barry B. Benjamin
-------------------------------------
Name: Barry B. Benjamin
Title: President
Page 17 of 20 Pages
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes
and appoints each of Bankers Insurance Group, Inc., David K. Meehan, David M.
Howard and Chris Breakiron, signing singly, the undersigned's true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a more than 5% shareholder of Insurance
Management Solutions Group, Inc. (the "Company"), any and all forms,
applications and other documents as may be necessary or advisable for the
undersigned to file under the Securities Exchange Act of 1934 and the rules
thereunder (the "Exchange Act"), including, without limitation, Forms 3, 4
and 5 and Schedules 13D and 13G, and any amendments thereto, in accordance
with Section 16(a) and Section 13(d), respectively, of the Exchange Act or
Agreements of Joint Filing or form substantially similar to that which is
attached hereto as Exhibit A and by reference made a part hereof
(collectively, "Documents"); and
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any
such Documents and timely file such Documents with the United States
Securities and Exchange Commission and any stock exchange or similar
authority.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Documents with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 10th day of March, 2000.
CAYMAN NATIONAL TRUST CO., LTD.
By: /s/
-------------------------------------
Name:
Title: Secretary/Director
Page 18 of 20 Pages
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes
and appoints each of Venture Capital Corporation, David K. Meehan, Jeffrey S.
Bragg and Kelly K. King, signing singly, the undersigned's true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a more than 5% shareholder of Insurance
Management Solutions Group, Inc. (the "Company"), any and all forms,
applications and other documents as may be necessary or advisable for the
undersigned to file under the Securities Exchange Act of 1934 and the rules
thereunder (the "Exchange Act"), including, without limitation, Forms 3, 4
and 5 and Schedules 13D and 13G, and any amendments thereto, in accordance
with Section 16(a) and Section 13(d), respectively, of the Exchange Act
(collectively, "Documents"); and
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any
such Documents and timely file such Documents with the United States
Securities and Exchange Commission and any stock exchange or similar
authority.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Documents with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 8th day of February, 1999.
VENTURE II TRUST
By: Cayman National Trust Co. Ltd.
as trustees for the Venture II Trust
By: /s/ John Law/Fiona Keane
-------------------------------------
Name: John Law/Fiona Keane
Title: President/Trust Officer
Page 19 of 20 Pages
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes
and appoints each of Bankers Insurance Group, Inc., David K. Meehan, David M.
Howard and Chris P. Breakiron, signing singly, the undersigned's true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a more than 5% shareholder of Insurance
Management Solutions Group, Inc. (the "Company"), any and all forms,
applications and other documents as may be necessary or advisable for the
undersigned to file under the Securities Exchange Act of 1934 and the rules
thereunder (the "Exchange Act"), including, without limitation, Forms 3, 4
and 5 and Schedules 13D and 13G, and any amendments thereto, in accordance
with Section 16(a) and Section 13(d), respectively, of the Exchange Act or
Agreements of Joint Filing or form substantially similar to that which is
attached hereto as Exhibit A and by reference made a part hereof
(collectively, "Documents"); and
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any
such Documents and timely file such Documents with the United States
Securities and Exchange Commission and any stock exchange or similar
authority.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Documents with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 22nd day of March, 2000.
WESTERN INTERNATIONAL INSURANCE COMPANY
By: /s/ Barry B. Benjamin
-------------------------------------
Name: Barry B. Benjamin
Title: President
Page 20 of 20 Pages
