<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for use of the
commission only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AMERINST INSURANCE GROUP, LTD.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- -------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------------------
(5) Total fee paid:
- -------------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement Number:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
AmerInst Insurance Group, Ltd.
c/o USA Offshore Management, Ltd.
No. 2 Reid Street
Hamilton, Bermuda HM11
----------------
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 1, 2000
----------------
To the Shareholders of AmerInst Insurance Group, Ltd.
The Annual General Meeting of Shareholders of AmerInst Insurance Group,
Ltd. (the "Company") will be held on Thursday, June 1, 2000, 10:00 a.m., local
time, at The Newstead, 27 Harbour Road, Paget, Bermuda, for the following
purposes:
1. To elect three directors of the Company to serve for a term expiring at
the 2003 Annual General Meeting of Shareholders;
2. To appoint Deloitte & Touche as the Company's independent auditors; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors selected the close of business on March 31, 2000 as
the record date for determining the shareholders entitled to notice of, and to
vote at, the meeting or any adjournment thereof.
YOUR REPRESENTATION AT THIS MEETING IS IMPORTANT. IF YOU CANNOT BE PRESENT
AT THE MEETING, PLEASE SIGN, DATE, AND RETURN THE ENCLOSED PROXY. A RETURN
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE, WHICH, IF MAILED IN THE UNITED
STATES, REQUIRES NO POSTAGE.
A copy of the Company's proxy statement accompanies this notice.
By order of the Board of Directors
Ronald S. Katch
Chairman of the Board
May 10, 2000
<PAGE>
AmerInst Insurance Group, Ltd.
c/o USA Offshore Management, Ltd.
No. 2 Reid Street
Hamilton, Bermuda HMll
MAILING DATE
May 10, 2000
----------------
PROXY STATEMENT FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 1, 2000
----------------
GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of AmerInst Insurance Group, Ltd. (the
"Company") for the Annual General Meeting of Shareholders to be held on
Thursday, June 1, 2000, 10:00 am local time, at The Newstead, 27 Harbour Road,
Paget, Bermuda, and at any continuation, postponement, or adjournment thereof.
Costs of solicitation will be borne by the Company. Following the original
solicitation of proxies by mail, certain officers and agents of the Company
may solicit proxies by correspondence, telephone, or in person, without extra
compensation. USA Offshore Management, Ltd., the Company's management company,
may assist in the solicitation of proxies. The Company will reimburse brokers
and other nominee holders for their reasonable expenses incurred in forwarding
proxy materials to beneficial owners.
Each proxy solicited herewith will be voted as the shareholder directs, but
in the absence of such directions will be voted FOR each of the three (3)
proposals described herein. Any proxy solicited herewith may be revoked by the
shareholder at any time prior to the shareholder vote by filing with the
Secretary of the Company a written revocation or duly executed form of proxy
bearing a later date prior to the shareholder vote or by voting in person at
the meeting.
References to the term "AIIG" refer to the Company's predecessor entity,
AmerInst Insurance Group, Inc., a Delaware corporation. On December 2, 1999,
the Company and AIIG consummated an exchange transaction pursuant to an
Exchange Agreement whereby AIIG transferred all of its assets and liabilities
to the Company solely in exchange for newly issued Common Shares of the
Company (the "Exchange"), and AIIG was then liquidated.
VOTING SECURITIES
The close of business on Friday, March 31, 2000 has been fixed as the
record date ("Record Date") for determining the holders of Common Shares of
the Company entitled to notice of, and to vote at, the meeting and any
adjournment or postponement thereof. As of the Record Date, there were 331,716
shares of the Company's Common Shares issued and outstanding and entitled to
vote at the meeting, with such Common Shares being held by 2,566 holders of
record.
Pursuant to the Company's Bye-Laws, the holders of Common Shares are
entitled to elect the Board of Directors. Each Common Share entitles the
holder thereof to one vote.
Three directors will be elected at the 2000 Annual General Meeting of
Shareholders.
Two persons present in person at the Annual General Meeting and
representing in person or by proxy at least one-third of the total issued
voting Common Shares of the Company is required to establish a quorum for the
Annual General Meeting. Directors will then be elected by the affirmative vote
of a majority of the votes cast, in accordance with the Company's Bye-Laws.
Likewise, with respect to the approval of any other action
<PAGE>
or actions proposed to be taken at the Annual General Meeting, the affirmative
vote of the majority of votes cast is required. A shareholder otherwise
entitled to vote present in person or represented by proxy may cast a vote by
show of hands, or, under certain circumstances in accordance with the
Company's Bye-laws, a demand for a poll can be made whereby each share,
whether represented by a shareholder in person or by a proxy, receives one
vote. On each such proposed action, abstentions are not considered in
determining the number of votes cast. A broker non-vote (where a broker
submits a proxy but does not have authority to vote a customer's shares on one
or more matters) on a proposed action is considered not entitled to vote on
that action and thus is also not counted in determining whether an action
requiring approval of a majority of the shares present and entitled to vote at
the Annual General Meeting has been approved. However, the Company does not
believe that any of its Common Shares are currently being held by brokers on
behalf of its shareholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of March 31, 2000 with
respect to beneficial ownership of the Company's Common Shares by each
director, director nominee and officer of the Company and all directors and
officers of the Company as a group. None of the directors, director nominees
or officers of the Company, individually or as a group, owns greater than 1%
of the outstanding Common Shares of the Company. No person known to the
Company as of March 31, 2000 is the "beneficial owner" (as defined in Rule
13d-3 of the Securities Exchange Act of 1934, as amended) of more than 5% of
the Company's Common Shares. Unless otherwise indicated, the persons named in
the table have sole voting and investment power with respect to all shares
shown as beneficially owned by them. Except as otherwise noted, all
information in the table and the accompanying footnotes is given as of March
31, 2000, and has been supplied by each of the persons included in the table.
<TABLE>
<CAPTION>
Number of Shares of Common
Name Shares Beneficially Owned
---- --------------------------
<S> <C>
Ronald S. Katch, CPA (1)....................... 400
Bruce W. Breitweiser, CPA (2).................. 294
Jerome A. Harris, CPA (3)...................... 817
David N. Thompson, CPA......................... 26
Jeffry I. Gillman, CPA (4)..................... 100
Irvin F. Diamond, CPA (5)...................... 2,000
Jerrell A. Atkinson, CPA (6)................... 216
Bruce Fenton/Paul Bailie....................... 0
Janice Witkowski............................... 0
All Directors and Officers as A Group (9
Persons)...................................... 3,853
</TABLE>
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(1) Katch, Tyson & Company, CPAs, of which Mr. Katch is a partner, is the
record and beneficial owner of the Company's Common Shares shown and has
sole voting and investment power with respect to such Common Shares.
(2) Common Shares are held by IAA Trust Co. as trustee of the 401(k) Savings
Plan of Dunbar, Breitweiser & Company for the benefit of Bruce W.
Breitweiser.
(3) Checkers, Simon & Rosner, LLP, of which Mr. Harris is a partner, is the
record and beneficial owner of the Common Shares shown and has sole voting
and investment power with respect to such shares.
(4) Gillman & Shapiro, P.A., of which Mr. Gillman is the managing shareholder,
is the record and beneficial owner of the Common Shares shown and has sole
voting and investment power with respect to such shares.
(5) Rogoff Erickson Diamond & Walker, LLP, of which Mr. Diamond is a partner,
is the record and beneficial owner of the Common Shares shown and has sole
voting and investment power with respect to such shares.
(6) Atkinson & Co., Ltd., of which Mr. Atkinson is the Senior Director, is the
record and beneficial owner of the Common Shares shown and has sole voting
and investment power with respect to such shares.
2
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors of the Company consists of nine members as fixed by
a shareholders' resolution of July 2, 1999. The Company's Bye-Laws divide the
directors of the Company into three classes. The directors in a given class
are elected for a term of three years, and the term of each class expires in a
different year. The holders of the Company's Common Shares are being asked to
elect Ronald S. Katch, Bruce W. Breitweiser, whose terms expire this year, and
Paul Bailie to three-year terms expiring at the 2003 Annual General Meeting or
until their successor(s) shall have been duly elected and qualified.
Listed below is the name, age, officer position with the Company, principal
business experience during the last five years, and other information
regarding each person proposed to be nominated for election as a director as
well as the continuing directors of the Company.
Officers of the Company are elected annually by the Board of Directors to
serve for a term of one year or until a successor is duly elected and
qualified.
The Board has nominated Ronald S. Katch, Bruce W. Breitweiser, and Paul
Bailie to serve for a term of three years, and all proxies received from
holders of Common Shares will be voted FOR the election of such nominees,
except to the extent that persons giving such proxies withhold authority to
vote for such nominees. The Company believes that the nominees for director
will be able to serve. If any nominee would be unable to serve, the enclosed
proxy confers authority to vote in favor of such other person as the Board of
Directors at the time recommends to serve in place of such nominee.
The Board recommends that Shareholders vote "FOR" the election of Messrs.
Katch, Breitweiser, and Bailie.
Nominees for Election as Directors
Ronald S. Katch.......... Age 66. Director of the Company since July 1998.
Treasurer of AIIG from 1991 to December 1999.
Director of AIIG since its formation in September
of 1987 to December 1999. Managing Partner of
Katch, Tyson & Company, CPAs, located in
Northfield, Illinois, USA. Former member and
Chairman of the AICPA Professional Liability
Insurance Plan Committee.
Bruce W. Breitweiser..... Age 51. Director of the Company since July 1998.
Vice President of AIIG from 1993 to December 1999.
Director of AIIG from November 21, 1991 to December
1999. Managing Partner of Dunbar, Breitweiser &
Company, LLP, Bloomington, Illinois, USA.
Paul Bailie.............. Age 39. Nominated for Director. Mr. Bailie has been
President of Triangle Insurance Management Ltd.
since March 2000. Mr. Bailie joined the captive
management industry in 1986 with Johnson & Higgins,
Ltd. in Bermuda, worked for Johnson & Higgins, Ltd.
in London from 1992 to 1994 to encourage captive
and alternative risk transfer activities in the UK
and Europe, and returned to Bermuda in 1994. From
April 1995 to July 1997, he served as Vice
President of Johnson & Higgins, Ltd. In August
1997, Mr. Bailie joined International Risk
Management Limited (Bermuda) and served as its
President from 1998 to March 2000. Mr. Bailie is an
Associate of the Chartered Insurance Institute
(U.K.). With his 21 years of experience in the
insurance industry generally and 14 years
experience in the captive management industry, Mr.
Bailie has extensive knowledge of the alternative
risk transfer business in the insurance industry
with a special emphasis on captive insurance
company issues.
3
<PAGE>
Continuing Directors
Janice E. Witkowski...... Age 41. Director and Vice President and Treasurer
of the Company since January 1999. Chartered
Accountant since 1983. Articled with Coopers &
Lybrand in Toronto, Canada before joining Arthur
Young, Bermuda in 1984. In 1986 joined Marsh &
McLennan (Bermuda) Ltd. as an Account Manager and
in 1989 was promoted to Vice President. Joined
Triangle Insurance Management Ltd. as a Vice
President in 1992 and during that period has been
responsible for the development and incorporation
of several new captive programs. Ms. Witkowski is
of Canadian nationality.
Jerome A. Harris......... Age 57. Director of the Company since July 1998.
Secretary of the Company since September 1999.
Secretary and Assistant Treasurer of AIIG since May
1998. Assistant Secretary and Assistant Treasurer
of AIIG from December 1995 through May 1998.
Director of AIIG since May of 1995. Managing
Partner of Checkers, Simon & Rosner, LLP, Chicago,
Illinois, USA. Senior Managing Director of American
Express Tax and Business Services. Founding and
past board member and past member of the Executive
Committee of the Accountants Liability Assurance
Company, Ltd. Former Chairman of the Illinois CPA
Society Insurance Liability Task Force.
Jeffry I. Gillman........ Age 58. Director of the Company since July 1999.
Director of AIIG from February 1999 to December
1999. Mr. Gillman is the President of Gillman &
Shapiro, P.A., in South Miami, Florida, USA. Former
member of the AICPA Professional Liability
Insurance Plan Committee. Founding trustee of the
Florida Institute of CPAs Health Benefit Trust.
Irvin F. Diamond......... Age 58. Director of the Company since July 1999.
Director of AIIG from February 1999 to December
1999. Partner in Rogoff Erickson Diamond & Walker,
LLP. Current member of the Board of Directors of
Coopers, Inc. and Cimarron Health Plan, an HMO.
Current member of the AICPA Insurance Programs
Executive Committee. Former member of the New
Mexico Society of Certified Public Accountants
Professional Liability Task Force. Former member
and Vice President of the AICPA Board of Directors.
Former President of the New Mexico Society of
Certified Public Accountants. Mr. Diamond is a
Certified Financial Planner, an AICPA Personal
Financial Specialist, and a Registered Investment
Advisor in the State of New Mexico. For more than
16 years, Mr. Diamond has been a recognized
national expert witness and litigation consultant
in CPA's professional liability matters, having
served in this capacity more than 25 times.
David N. Thompson........ Age 50. Director of the Company since July 1998.
Assistant Secretary of the Company since September
1999. Director of AIIG from May 1998 to December
1999. Chairman and Chief Executive Officer of E-
Insure Services, Inc., an Internet insurance
marketplace since 1996. He also held positions as
President and CEO of Millers American Group in 1988
and 1999, and Senior Vice President--Mergers and
Acquisitions, at Meadowbrook Insurance Group, Inc.,
in 1998. He was COO of Alexander & Alexander's
Affinity Group in 1997 and 1996, and prior thereto
he was Chairman, President and Chief Executive
Officer, with Crum & Forster Managers Group, an
underwriter of property and casualty insurance and
the predecessor to Coregis Insurance Company. Mr.
Thompson is a CPA.
4
<PAGE>
Jerrell A. Atkinson...... Age 58. Director of the Company since September
1999. Founder of Atkinson & Co., Ltd. in 1971,
Managing Director until 1998, and currently Senior
Director. Current member of the AICPA Life and
Disability Insurance Committee and the AICPA
Benevolent Fund, Inc. Former member of the AICPA
Board of Directors, Finance Committee, P.C.P.S.
Division of firms (Chairman--1990-1993) and M.A.P.
Committee. Former President of the New Mexico
Society of CPA's. Mr. Atkinson is also a Certified
Valuation Analyst (C.V.A.).
Former Directors
Bruce A. Fenton.......... Age 41. Director and President of the Company from
January 1999 to March 2000. Effective as of March
31, 2000, Mr. Fenton resigned as Director and
President of the Company for personal and
professional reasons unrelated to the management
and operation of the Company's business and
affairs. Qualified as a Chartered Accountant in
1982 after articling with Ernst & Young in
Auckland, New Zealand. After spending time auditing
in New Zealand, London and Bermuda, Mr. Fenton
joined Continental Risk Services Ltd. in Bermuda in
1986 and was promoted to Vice President/Chief
Financial Officer. Joined Triangle Insurance
Management Ltd. in 1990 as President and in the
period to 1999 has been responsible for the
management and marketing functions of Triangle. Mr.
Fenton is of British/Bermudian nationality.
Norman C. Batchelder..... Mr. Batchelder passed away in October, 1999. He was
a Director of the Company from July 1998 to
September 1999. Mr. Batchelder also served as
President, Chairman of the Board, and Director of
AIIG from September 1987 to September 1999. He was
former Executive Director of the New Hampshire
Society of CPAs, former Partner of Smith,
Batchelder & Rugg, CPAs, Lebanon, New Hampshire,
former member and Chairman of the AICPA
Professional Liability Insurance Plan Committee and
former President of the New Hampshire Society of
CPAs.
APPOINTMENT OF AUDITORS
Prior to the Exchange, Johnson Lambert & Co. served as independent auditor
for AIIG. Deloitte & Touche has been retained by the Company as its
independent auditor primarily due to Deloitte & Touche's expertise with
respect to Bermuda domiciled entities.
The Board of Directors recommends that shareholders vote "FOR" the
appointment of Deloitte & Touche as the Company's independent auditors.
5
<PAGE>
BOARD AND COMMITTEE MEETINGS
There were seven committees of the Board of Directors during 1999
constituted as follows:
<TABLE>
<CAPTION>
Committee Members
--------- -------
<C> <S>
Shareholder Relations Committee........ Prior to September 1999, Messrs.
Batchelder and Katch; as of September
1999, Messrs. Gillman, Diamond, and
Fenton
Audit Committee........................ Prior to September 1999, Messrs.
Breitweiser and Harris; as of
September, 1999, Messrs. Breitweiser
and Gillman
Finance and Actuarial Committee........ Prior to September, 1999, Messrs.
Harris and Thompson; as of September,
1999, Messrs. Harris and Atkinson, and
Ms. Witkowski
Investment Committee................... Prior to September, 1999, Messrs.
Breitweiser and Katch; as of
September, 1999, Messrs. Breitweiser
and Diamond, and Ms. Witkowski
Underwriting and Reinsurance Committee. Prior to September, 1999, Messrs.
Batchelder and Harris; as of
September, 1999, Messrs. Harris,
Fenton, and Thompson
Public Relations Committee............. Prior to September, 1999, Messrs.
Batchelder and Thompson; as of
September, 1999, Messrs. Thompson and
Atkinson
Nominating Committee................... Prior to September, 1999, Messrs.
Breitweiser and Katch; as of
September, 1999, Messrs. Harris and
Gillman
</TABLE>
The seven committees respectively have and may exercise the full power of
the Board of Directors, as to all matters relating to the ownership, transfer
or redemption of the Company's Common Shares; the annual audit of the
Company's financial statements and the review and approval of the Company's
fiscal year budget; the Company's investment activity; the review and
negotiation of reinsurance contracts; the consideration of various
opportunities and options available to the Company; the coordination of press
releases and other communications with the public; and the consideration of
nominees to the Board of Directors.
The Board of Directors has not formally adopted a written charter for the
Audit Committee. The Audit Committee has the authority to consider the
qualification of the Company's independent auditors and make recommendations
to the Board of Directors as to their suitability for recommendation to the
shareholders for appointment, approve any material, non-audit services to be
rendered by such independent auditors, and review and resolve any differences
of opinion between such independent auditors and management relating to the
preparation of the Company's financial statements.
During 1999, the Audit Committee met twice, the Investment Committee met
three (3) times, the Finance and Actuarial Committee met once, the Nominating
Committee met six (6) times, and the Underwriting and Reinsurance Committee
met once. During 1999, the Shareholder Relations Committee and the Public
Relations Committee conducted their respective committee business informally
without a meeting.
The Board of Directors held a total of four (4) meetings during 1999. All
Directors attended at least 75% of the aggregate of the total number of
meetings of the Board of Directors and the total number of meetings held by
each committee of the Board on which such Directors served.
6
<PAGE>
EXECUTIVE AND DIRECTOR COMPENSATION
Directors of the Company receive an annual retainer of $10,000. They are
also paid $600 per half day for each Board meeting and $125 per hour for each
committee meeting attended during the calendar year. The Directors of the
Company who fill officer positions of the Company do so without salary or
other compensation. Directors are entitled to receive reimbursement for
expenses incurred in attending Board or committee meetings of the Company or
when otherwise acting on behalf of the Company.
None of the directors of the Company received compensation from the Company
exceeding $60,020 during the Company's 1999 fiscal year. The total
compensation of all directors in 1999 was $143,050.
USA Offshore Management, Ltd. ("USA Offshore"), an affiliate of USA Risk,
Inc., has agreed to provide certain management services to the Company. Bruce
Fenton and Janice Witkowski, who served as President and Vice-President,
respectively, of the Company in 1999, are officers of USA Offshore.
CERTAIN TRANSACTIONS AND RELATIONSHIPS
Since 1967 the AICPA has sponsored the AICPA Professional Liability
Insurance Plan (the "AICPA Plan" or "Plan"). The initial business of AmerInst
Insurance Group, Ltd., the Company's insurance subsidiary (the "Subsidiary"),
has been to act as a reinsurer of professional liability insurance policies
having effective dates on or after April 1, 1988, which are issued by the
primary insurer under the AICPA Plan.
The AICPA Plan Committee (the "Committee") evaluates the Plan periodically
in order to effect changes that the Committee believes will result in a stable
and competitively priced source of professional liability insurance coverage
for those accounting firms insured under the Plan. To this end, the Committee
was involved in the organization of the Company and the Subsidiary, including
the selection of the initial directors of the Company. However, the AICPA does
not direct the affairs of, it is not responsible for any obligations of, nor
does it receive any direct economic benefit from, either the Company or the
Subsidiary.
Although the Subsidiary has entered into reinsurance agreements with the
primary insurer under the Plan and another reinsurer under the Plan, and
intends to cooperate with the AICPA in the provision, through such reinsurance
agreements and otherwise, of reinsurance capacity for the Plan, the Subsidiary
has no contractual right to long-term involvement in the Plan. Similarly,
other than as provided by the aforementioned reinsurance agreements, the
Subsidiary is not obligated to use its reinsurance capacity as part of the
Plan and may, in the discretion of its Board of Directors, provide reinsurance
for accountants' professional liability coverage in programs not sponsored by
the AICPA.
ACCOUNTING INFORMATION
Deloitte & Touche served as the Company's independent public accountant for
the fiscal year ended December 31, 1999. The Company does not anticipate that
a representative of Deloitte & Touche will be present at the Annual General
Meeting.
Prior to the Exchange, Johnson Lambert & Co. served as independent auditor
for AIIG. Deloitte & Touche has been retained by the Company as its
independent auditor primarily due to Deloitte & Touche's expertise with
respect to Bermuda domiciled entities.
REPORT TO SHAREHOLDERS
The Company has mailed this Proxy Statement to each shareholder entitled to
vote at the Annual General Meeting. A copy of the Company's 1999 Annual Report
accompanies this Proxy Statement. Included in the 1999
7
<PAGE>
Annual Report are the Company's consolidated financial statements for the
fiscal year ended December 31, 1999 and other information about the Company
contained in the Company's Annual Report on Form 10-K, as filed with
Securities and Exchange Commission.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of the
Company's Common Shares, to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission. Officers,
directors and greater than ten percent shareholders are required by Securities
and Exchange Commission regulation to furnish the Company with copies of all
Section 16(a) forms they file.
To the best of the Company's knowledge, based solely on its review of the
copies of such forms received by it, or written representations from certain
reporting persons that no Section 16(a) forms were required for those persons,
all Section 16(a) filing requirements applicable to its officers, directors,
and greater than ten percent beneficial owners were complied with during the
fiscal year ended December 31, 1999.
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL GENERAL MEETING
Pursuant to Rule 14a-8 under the Securities and Exchange Act of 1934, as
amended ("Exchange Act"), shareholders of the Company may present proper
shareholder proposals for inclusion in the Company's Proxy Statement and form
of proxy for presentation and consideration at the Company's 2001 Annual
Meeting of Shareholders. In order to be so included in the Company's 2001
Annual General Meeting, shareholder proposals must be received by the Company
no later than January 10, 2001 and must otherwise comply with the requirements
regarding shareholder proposals under Rule 14a-8 of the Exchange Act. If a
shareholder who has notified the Company of his intention to present a
proposal at the 2001 Annual General Meeting does not appear personally or send
a qualified representative to present his proposal at such meeting, the
Company need not present the proposal for a vote at the 2001 Annual General
Meeting.
All notices of proposals by shareholders, whether or not to be included in
the proxy materials, should be sent to the attention of the Secretary of the
Company at its principal executive offices at AmerInst Insurance Group, Ltd.,
c/o USA Offshore Management, Ltd., No. 2 Reid Street, Hamilton, Bermuda HM 11.
OTHER BUSINESS
As of the date hereof, the foregoing is the only business which management
intends to present, or is aware that others will present, at the Annual
General Meeting. If any other proper business should be presented at the
Annual General Meeting, the proxies will be voted in respect thereof in
accordance with the discretion and judgment of the person or persons voting
the proxies.
By order of the Board of Directors
RONALD S. KATCH
Chairman of the Board
AmerInst Insurance Group, Ltd.
YOUR VOTE IS IMPORTANT. PLEASE PROMPTLY COMPLETE AND SIGN THE ENCLOSED FORM OF
PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
8
<PAGE>
PROXY PROXY
AMERINST INSURANCE GROUP, LTD.
This Proxy is solicited on behalf of the Board of Directors
for the Annual General Meeting of Shareholders to be held June 1, 2000.
Ronald S. Katch and Bruce W. Breitweiser, or either of them, are designated
as proxies, with full power of substitution, to vote all the Common Shares of
AmerInst Insurance Group, Ltd. which the undersigned may be entitled to vote at
the Annual General Meeting of Shareholders to be held on June 1, 2000, or at any
adjournment thereof, as specified on the reverse side of this card.
You may enter your vote on the reverse side of this card.
The Company's directors recommend a vote FOR each proposal listed. The
proxies shall vote as specified, but if no choice is specified the proxies shall
vote in accordance with the recommendations of the Company's directors. If other
business is presented at said meeting, this proxy shall be voted in accordance
with the best judgment of the proxies on those matters.
YOUR VOTE IS IMPORTANT! PLEASE SIGN AND DATE THE REVERSE SIDE AND RETURN
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
(Continued and to be signed on reverse side.)
<PAGE>
AMERINST INSURANCE GROUP, LTD.
Please mark vote in oval in the following manner using dark ink only.
1. Election of three directors:
Nominees: Ronald S. Katch,
Bruce W. Breitweiser, and
Paul Bailie
FOR ALL WITHHOLD ALL
FOR ALL (Except Nominee written below).
____________________________________
2. Appointment of Deloitte & Touche as the Company's independent auditor.
For ___ Against ___ Abstain ___
3. With discretionary power in the transaction of such other business as may
properly come before the meeting.
SIGNATURE(S) DATED 2000.
----------------------------------------- --------------,
-----------------------------------------
PRINT NAME
IMPORTANT: Please date this proxy and sign exactly as your name or names
appear(s) in the Company's records. If the stock is held jointly,
signatures should include both names. Executors, administrators,
trustees, guardians and others signing in a representative capacity
should give full title.
