<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
---- SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
---- SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------- -------------
Commission file number 1-10356.
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CRAWFORD & COMPANY
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(Exact name of Registrant as specified in its charter)
Georgia 58-0506554
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
5620 Glenridge Dr., N.E., Atlanta, Georgia 30342
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 256-0830
--------------
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
<S> <C>
Class A Common Stock - $1.00 Par Value New York Stock Exchange
Class B Common Stock - $1.00 Par Value New York Stock Exchange
- -------------------------------------- -----------------------
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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
--- ---
The aggregate market value of the voting stock held by nonaffiliates* of the
Registrant was $129,000,000 as of March 1, 1996, based upon the closing price
as reported on NYSE on such date.
*All shareholders, other than Directors, Executive Officers, and 10% beneficial
owners.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ X ]
The number of shares outstanding of each of the Registrant's classes of common
stock, as of March 1, 1996 was:
Class A Common Stock - $1.00 Par Value - 16,961,861 Shares
Class B Common Stock - $1.00 Par Value - 17,281,505 Shares
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Documents incorporated by reference:
(1) Annual Report to Shareholders for the Year Ended December 31, 1995, Part I
- - Item 2; Part II - Items 5, 6, 7 and 8; Part IV - Item 14, and
(2) Proxy Statement for the Annual Meeting of Shareholders to be held April 18,
1996, Part III -Items 10, 11, 12, and 13.
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PART I
ITEM 1. BUSINESS
Crawford & Company (the "Registrant") is a diversified service firm which
provides claims services, risk management services, disability management, risk
control services and risk management information services to insurance
companies, self-insured corporations and governmental entities.
The Registrant is not owned by or affiliated with any insurance company.
DESCRIPTION OF SERVICES
The percentages of consolidated revenues derived from each of the Registrant's
principal service categories are shown in the following schedule:
<TABLE>
<CAPTION>
Years Ended December 31,
------------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Domestic Claims Services (including Risk Management and Other
Services, other than Parent Care) 71.0% 75.1% 73.8%
Domestic Disability Management Services (including Parent Care) 15.1% 17.0% 18.7%
International Operations 13.9% 7.9% 7.5%
------ ------ ------
100.0% 100.0% 100.0%
====== ====== ======
</TABLE>
DOMESTIC CLAIMS SERVICES. Domestic claims services, which produced 71.0% of
the Registrant's 1995 revenues, are provided by two of the Registrant's
domestic service units, each servicing different markets while providing many
of the same services. Insurance companies, which represent the major source of
revenues, customarily manage their own claims administration function, but
require various partial services which the Registrant provides through its
Claims Services unit. The Registrant's Risk Management Services unit services
clients which are self-insured or commercially insured through alternative loss
funding methods, and provides them the more complete range of services they
typically require, including the supervision of field locations, information
services and medical cost-containment. In November of 1993, the Registrant
reorganized and reduced its major domestic service units from six to three,
expanding the Risk Management Services unit to include all of the services
offered to the self-insured corporate market. In 1994, the Registrant
designated 48 Risk Management Control branches to provide centralized account
management to the self-insured market. While these reorganizations did not
change the services offered by the Registrant, it made it easier for the
Registrant to package these services and deliver them to its various clients.
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The major elements of domestic claims administration services (which include
the partial services required by most property and casualty insurance company
clients as well as the expanded services required by self-insured clients) are
as follows:
- Initial Reporting - the Registrant's XPressLinkSM service
provides 24-hour receipt, acknowledgement, and distribution of
claims information through Electronic Data Interchange,
customized reporting and referral programs, call center
reporting, and facsimile receipt and distribution.
- Investigation - the development of information necessary to
determine the cause and origin of loss.
- Evaluation - the determination of the extent and value of
damage incurred and the coverage, liability and compensability
relating to the parties involved.
- Disposition - the resolution of the claim, whether by
negotiation and settlement, by denial or by other resolution.
Expanded services provided primarily, but not exclusively, to Registrant's
self-insured clients through its Risk Management Services unit include the
following:
- Information Services - provides reports of detailed claims
information of both a statistical and financial nature to
self-insured corporations, governmental entities and insurance
companies. The Registrant's basic information system is
SISDATSM, but the registrant also offers SISDAT+SM, a risk
management information system which integrates the basic
information provided by the SISDATSM system with the on-line
inquiry and flexible reporting capabilities of Risk Sciences
Group's SIGMASM system (discussed below).
- Management - the coordination and supervision of all parties
involved in the claims settlement process, including the
adjusting personnel directly involved in handling the claim.
Typically, this management function is performed by an
independent administrative unit within the Registrant which is
not involved in the initial investigation of a claim. This
function is provided primarily for self-insured clients and is
handled by the Registrant's Risk Management Services unit.
- Auditing Services - the Registrant's Sentinel Medical Review
System(R), a bill audit program, utilizes proprietary software
developed by the Registrant, to assist clients in controlling
medical costs associated with workers compensation claims by
comparing fees charged by health care providers with maximum
fee schedules prescribed by state workers compensation
regulations as well as usual and customary charges in non-fee
schedule states. The Registrant also performs hospital bill
audits related to workers compensation claims.
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- Medical Review Services - provides a broad range of cost
containment and utilization review services to insurance
companies, service organizations and self-insured corporations
involved in employee group health insurance plans. These
services, which are designed to both control the cost and
enhance the efficient delivery of medical benefits, include
pre-admission review of hospitalizations, second surgical
opinions, concurrent hospital utilization review, discharge
planning, and the Early Medical Management InterventionSM
(EMMISM) program which provides services to actively control
workers compensation medical and indemnity costs at the onset
of a claim through nurse screening for severity as claims are
received from XPressLinkSM or directly from the client. The
Registrant also provides a workers compensation PPO network to
its self- insured clients.
The claims administration services described above are provided to clients for
a variety of different referral assignments which are generally classified as
to the underlying insured risk categories used by insurance companies. The
major categories are described below:
- Automobile - relates to all types of losses involving use of
the automobile. Such losses include bodily injury, physical
damage, medical payments, collision, fire, theft and
comprehensive liability.
- Property - relates to losses caused by physical damage to
commercial or residential real property and certain types of
personal property. Such losses include those arising from
fire, windstorm, or hail damage to commercial and residential
property, burglary, robbery or theft of personal property and
damage to property under inland marine coverage.
- Workers Compensation - relates to claims arising under state
and federal workers compensation laws.
- Public Liability - relates to a wide range of non-automobile
liability claims such as product liability, owners, landlords
and tenants' liabilities and comprehensive general liability.
Catastrophe services are provided by two subunits within the Registrant's
Claims Services unit. The Catastrophe Services division provides quick
response teams for support to clients by servicing insurance claims following
hurricanes, tornados, earthquakes, floods and other natural disasters. In
addition, the Registrant has established the Cornerstone Group, which provides
catastrophic liability management services, including class action litigation
support, cost containment, claims management systems development, and
contingency planning, for clients faced with product liability, explosion, oil
spill, chemical release and other man-made disasters.
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DOMESTIC DISABILITY MANAGEMENT SERVICES. The Registrant's Disability
Management Services unit, which produced 15.1% of the Registrant's 1995
revenues, serves both the insurance company and self-insured markets by
offering a full range of medical and disability cost-containment services. The
services it provides play an integral part in the resolution of many claims,
particularly those workers compensation cases which involve lost time injuries
or illnesses. In addition, Disability Management Services interfaces closely
with Risk Management Services to provide medical case management, vocational
consulting and return-to-work programs to the self-insured corporate market.
Major categories of disability management services are discussed in the
following paragraphs:
- Vocational Services - provides vocational evaluation in order
to assess an injured employee's potential to return to work.
These services involve diagnostic testing and occupational,
personal and motivational counseling of the employee. The
Crawford Occupational Re-EmploymentSM (CORESM) program enlists
the services of our vocational, medical and employment
consultants to assist in the re-employment and preparation of
injured individuals to return to work.
- Medical Case Management Services - are typically provided by
rehabilitation nurses who work closely with attending
physicians and other medical personnel in order to expedite
the injured person's physical recovery and rehabilitation and
maximize the opportunity for the person to return to work.
These services also involve coordinating and monitoring
treatment plans and related costs to insure that such
treatment is appropriate and necessary in the circumstances.
- Health and Wellness Services - involves programs designed to
improve employee performance on the job and thus reduce
employer costs of absenteeism, health and accident claims and
workers compensation claims. These include employee
assistance programs which provide employees with appropriate
counseling and referral for problems associated with drug or
alcohol dependency, job-related stress, marital or family
matters or other causes.
ADDITIONAL RISK MANAGEMENT AND OTHER SERVICES. Management believes that
additional risk management and other related services, which support and
supplement the claims and disability management services offered, are important
to enable the Registrant to provide the full range of services required by its
clients. Some of these services are discussed in the following paragraphs:
- RISK CONTROL SERVICES - involves the identification of factors
which cause loss and the development of procedures and
techniques designed to prevent, minimize or control these
losses. These services are provided by risk control
consultants, who develop complete programs for the client
which emphasize preventative measures to reduce the costs of
losses. Risk control consultants also perform risk
assessments of larger, more complicated risks for the
insurance industry.
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Additionally, through Crawford/FPE the Registrant
provides fire protection consulting and system design,
industrial hygiene, and boiler and machinery consulting. With
the Registrant's realignment of service units in November of
1993, Risk Control Services became a service under the Risk
Management Services unit, thus making it easier to deliver its
services to the self-insured corporate market.
- RISK SCIENCES GROUP, INC. - is a software applications and
consulting firm which is a wholly-owned subsidiary of the
Registrant and part of the Risk Management Services unit. Risk
Sciences Group (RSG) provides customized computer-based
information systems and analytical forecasting services to the
risk management and insurance industry. It manages the
Registrant's basic information systems SISDATSM and SISDAT+SM,
and has developed the SIGMASM system, an on-line risk
management information system which supports multiple sources
of claims, locations, risk control, medical, litigation,
exposure and insurance policy information. With its staff of
approximately 129 employees, RSG serves a variety of clients
with specialized computer programs for long-term risk
management planning; data and systems integration; development
of historical claims/loss databases; claims administration and
management; regulatory reporting; insurance and risk
management cost control; and actuarial and financial analysis
required for loss forecasting, reserve estimation and
financial reporting. In April of 1993 the Registrant acquired
Paradigm Infosystems, Inc., a company which specializes in the
design and development of PC/LAN-based risk management
information systems software. Paradigm incorporates the
windows-style graphical user interface technology into its PC
software resulting in a user-friendly product which meets a
variety of client needs. Together, RSG and Paradigm provide
users with claims processing software, risk management
information services and systems consulting expertise.
- PARENT CARE - offers a full menu of elder care service
including comprehensive on-site assessments, complete care
coordination and on-going care monitoring. Acquired by the
Registrant during 1994, Parent Care provides its services
through experienced health care professionals with an incite
to local quality care needs and offers these services in
Florida and New York to senior citizens and their children,
attorneys and trust officers.
- EDUCATION SERVICES - are provided by the Registrant's Learning
& Resource Center, whose principal objective is to provide
technical and management training to the Registrant's
employees in order to assure consistent quality in the
delivery of services to clients. In addition, the Learning &
Resource Center markets its classrooms and correspondence
courses in many risk management subjects to outside clients.
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INTERNATIONAL OPERATIONS. International operations provided 13.9% of the
Registrant's 1995 revenues. Through its Canadian subsidiary, Crawford &
Company Insurance Adjusters Ltd., the Registrant provides in Canada generally
the same array of claims, risk management and disability management services as
the Registrant provides to the United States insurance and self-insured
marketplace. In December 1990, the Registrant acquired Graham Miller Group
Limited ("Graham Miller"), a London-based international loss adjusting firm.
Graham Miller provides loss adjusting services to international insurance
underwriters, including Lloyds of London, through owned or affiliated offices
in approximately 40 countries. In April of 1994, Crawford & Company Insurance
Adjusters Ltd. acquired all the outstanding capital stock of Finnamore &
Partners Limited ("Finnamore"), a Canadian specialty loss adjusting firm
headquartered in Halifax. Effective January 1, 1996, Finnamore was amalgamated
with Crawford & Company Insurance Adjusters Ltd. In September of 1994, a
subsidiary of the Registrant acquired all of the outstanding stock of Arnold &
Green Ltd. ("A & G"), a United Kingdom based liability adjusting firm
headquartered in Stockport, Cheshire, which handles claims in the fields of
employers' liability, public liability, products and product guaranties, as
well as professional indemnity errors and omissions and contractors' all risk
loss exposures. In November of 1994, subsidiaries of the Registrant acquired
the Brocklehurst Group ("Brocklehurst"), consisting primarily of a United
Kingdom based chartered loss adjusting firm specializing in property, aviation,
marine, agriculture and oil and energy exposures. The Registrant has
consolidated Graham Miller's existing United Kingdom branches with those of
Brocklehurst under the names "Crawford Brocklehurst" and "Brocklehurst Miller".
A & G will continue to operate separately in the United Kingdom under the name
"Crawford Arnold & Green". Outside of the United Kingdom and North America,
the Registrant will do business as "Crawford Graham Miller". Non-North
American revenues and expenses were reported on a three-month delayed basis
until 1995. Such revenues and expenses are now reported on a two-month delayed
basis and, accordingly, the Registrant's December 31, 1995 and 1994
consolidated financial statements reflect the non-North American financial
position as of October 31, 1995 and September 30, 1994, respectively and the
results of non-North American operations and cash flows for the 13-month period
ended October 31, 1995 and the 12-month periods ending September 30, 1994 and
1993. This change had no material effect on the Registrant's financial
position, results of operation, or cash flows.
The major services offered by the Registrant through its U.K. headquartered
international operations are listed below:
- Property and Casualty - provides loss adjusting services for
property, general liability, professional indemnity for
directors and officers, product liability and medical
malpractice.
- Oil, Energy & Engineering - provides loss adjusting for oil,
gas, petrochemicals, other energy risks, utilities and mining
industries, as well as marine and off-shore risks.
- Environmental Pollution - provides cost-containment and claims
management services with respect to environmental related
losses.
- Construction - provides loss adjusting services under
contractors' all risk, engineering all risk, and contractors'
liability coverages.
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Additionally evaluates machinery breakdown claims and
provides peripheral services including plant valuation and loss
prevention surveys.
- Catastrophe - organizes major loss teams to provide claims
management and cost containment services through proprietary
information systems.
- Marine - provides loss adjusting services for freight carriers
liability, loss investigations, recoveries, salvage disposal,
yatch and small craft, cargo, container, discharge, draft,
general average, load, trailer and on/off live surveys, ship
repairer liability and port stevedore liability.
- Specie and Fine Art - provides loss adjusting services under
fine art dealers' block and jewelry and furriers' block
policies.
- Entertainment Industry - provides a broad range of loss
adjusting services for television, commercial and educational
film production, and theater and live events.
- Aviation - manages salvage removal and sale and provides loss
adjusting services for hull related risks, as well as cargo
and legal liability, hangar and airport owners'/operators'
liability policies.
- Banking, Financial and Political Risks - performs loss
adjusting functions under bankers blanket bond, political
risk, and financial contingency policies.
- Livestock - performs loss adjusting on bloodstock,
liability/equestrian activity.
- Security Consultancy - performs loss prevention and bank
surveys and adjusts cash-in- transit losses.
- Reinsurance - provides external audits, portfolio analyses,
and management and marketing research. Additionally provides
underwriting review, cash control and management of
discontinued operations.
During 1994, the Registrant opened a health care management services office in
London to provide medical and vocational case management services to the
employer liability market and to provide specialized return to work and expert
testimony services in the auto liability market. It is hoped these services
will expand in the coming years, both within and outside of the United Kingdom.
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COMPETITION, EMPLOYMENT AND OTHER FACTORS
The claims services, risk management services, disability management, and risk
control markets are each highly competitive and are composed of a large number
of companies of varying size and scope of services. These include large
insurance companies and insurance brokerage firms which, in addition to their
primary services of insurance underwriting or insurance brokerage, also provide
services such as claims administration, health and disability management, risk
control and risk management information systems, which compete with services
offered by the Registrant. Many of these companies are larger than the
Registrant in terms of annual revenues and total assets; however, based on
experience in the market, the Registrant believes that few, if any, such
organizations derive revenues from independent claims administration activities
which equal those of the Registrant.
The majority of property and casualty insurance companies maintain their own
staffs of salaried adjusters, with field adjusters located in those areas in
which the volume of claims justifies maintaining a salaried staff. These
companies utilize independent adjusters to service claims when the volume of
claims exceeds the capacity of their staffs and when claims arise in areas not
serviced by staff adjusters. The volume of property claim assignments referred
to the Registrant fluctuates primarily depending on the occurrence of severe
weather.
The United States insurance industry generally uses internal adjusting
personnel to make automobile claims adjustments by telephone and assigns the
limited function of appraising physical damage to outside service
organizations, such as the Registrant. The Registrant believes that such
limited assignments from automobile insurers may continue, reflecting a
perception by insurance companies that they can reduce adjusting expenses in
amounts greater than the higher losses associated with telephone adjusting. In
certain instances, however, insurers have attempted to reduce the fixed cost of
their claims departments by increasing outside assignments to independent firms
such as the Registrant.
As insurance premiums have increased and corporate risk management personnel
have become more aware of alternative methods of financing losses, there has
been a trend toward higher retention levels of risk insurance or implementation
of self-insurance programs by large corporations and governmental
instrumentalities. These programs generally utilize an insurance company which
writes specialized policies that permit each client to select its own level of
risk retention, as well as permit certain risk management services to be
provided to the client by service companies independent of the insurance
company. In addition to providing full claims administration services for such
clients, the Registrant generally provides statistical data such as loss
experience analysis. The services are usually the subject of a contractual
agreement with the specialty insurance company or the self-insured client that
specifies the claims to be administered by the Registrant and the fee to be
paid for its services (generally a fixed rate per assignment within the various
risk classifications).
In addition to the large insurance companies and insurance brokerage firms, the
Registrant competes with a great number of smaller local and regional risk
management services firms located throughout the United States and
internationally. Many of these smaller firms have rate structures that are
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lower than the Registrant's, but do not offer the broad spectrum of risk
management services which the Registrant provides and, although such firms may
secure business which has a local or regional source, the Registrant believes
its broader scope of services and its large number of geographically dispersed
offices provide it with a competitive advantage in securing business from
national and international clients.
The Registrant has approximately 442 branch offices which provide claims
administration services in the fifty states of the United States, and through
subsidiaries in nine provinces of Canada and Puerto Rico. In addition, it has
53 Risk Management Control branches. Disability Management Services are
provided in approximately 188 office locations in the United States and 19 in
Canada. At the end of 1995 the Registrant had 16 Risk Control offices and 7
Risk Sciences Group offices. Many of the Registrant's service units are
co-located in the same facility. Internationally, the Registrant and its
affiliates have 109 claims offices serving approximately 40 non-North American
countries and one health care management office in London.
The Registrant has branch profit-sharing agreements with most of its branch
managers in the United States under which those managers participate in the
profits of their respective branches. These agreements provide a formula for
the determination of branch office profits and specify the managers'
participation percentage, which is generally 40%.
During 1995, revenues derived from services provided to American International
Group and its subsidiaries (AIG) approximated 12% of total revenues. During
1994 and 1993, revenues derived from services provided by the Registrant to AIG
were 14% and 16% of total revenue in each of such years. Revenues derived from
AIG, an insurance holding company, principally relate to claims administration
services provided under the high-risk retention programs described above. In
addition, the Registrant also provides disability management services and other
risk management services to AIG. The Registrant believes that its
relationships with all its customers, including AIG, are good.
At December 31, 1995, the total number of full-time employees was 7,189
compared with 7,896 at December 31, 1994. The Registrant, through its Learning
& Resource Center, provides many of its employees with formal classroom
training in basic and advanced skills relating to claims administration and
disability management services. Such training is generally provided at the
Registrant's education facility in Atlanta, Georgia, although much of the
material is also available through correspondence courses. In many cases,
employees are required to complete these or other professional courses in order
to qualify for promotion from their existing positions.
In addition to this technical training, the Registrant also provides ongoing
professional education for certain of its management personnel on general
management, marketing and sales topics. These programs involve both in-house
and external resources.
ITEM 2. PROPERTIES
The Registrant's home office and educational facilities are owned by the
Registrant and located in Atlanta, Georgia. As of December 31, 1995, the
Registrant leased approximately 611 office locations under leases with
remaining terms ranging from a few months to ten years. The remainder
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of its office locations are occupied under various short-term rental
arrangements. The Registrant also leases certain computer equipment. See Note
6 of Notes to Consolidated Financial Statements included in the Registrant's
1995 Annual Report to Shareholders filed herewith as Exhibit 13.1, which notes
are incorporated herein by reference.
The Registrant owns or leases approximately 3,120 automobiles which are used by
the Registrant's field adjusters and certain of its management personnel in the
United States and Canada. Additional vehicles are owned or leased by the
Registrant's foreign subsidiaries for use by field and management personnel.
ITEM 3. LEGAL PROCEEDINGS
In the normal course of the claims administration services business, the
Registrant is named as a defendant in suits by insureds or claimants contesting
decisions by the Registrant or its clients with respect to the settlement of
claims. Additionally, clients of the Registrant have brought actions for
indemnification on the basis of alleged negligence on the part of the
Registrant, its agents or employees in rendering service to clients. The
majority of these claims are of the type covered by insurance maintained by the
Registrant; however, the Registrant is self-insured for the deductibles under
its various insurance coverages. In the opinion of the Registrant, adequate
reserves have been provided for such self-insured risks.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to security holders for a vote during the fourth
quarter of 1995.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following are the names, positions held, and ages of each of the executive
officers of the Registrant:
<TABLE>
<CAPTION>
Name Office Age
---- ------ ---
<S> <C> <C>
D. A. Smith Chairman, President and Chief Executive Officer 46
A. L. Meyers, Jr. President - Claims Services 58
J. R. Bryant President - Risk Management Services 45
R. P. Albright President - Disability Management 54
G. L. Box President - International Operations 62
D. R. Chapman Executive Vice President - Finance 56
G. N. Cox Senior Vice President - Human Resources 51
J. F. Osten Senior Vice President - General Counsel & Corporate Secretary 54
J. S. Tatum Vice President - Information Technology 41
L. H. Chase Vice President - Business Process Management 48
</TABLE>
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All of the above officers, except as indicated below, have been associated with
the Registrant in management capacities for more than five years and have held
the positions indicated in the above table for more than five years.
Mr. Smith was appointed to his present position effective January 1, 1996.
Prior to January 1, 1996 and since November 1, 1994, he was President and Chief
Operating Officer. From August 1, 1992 to November 1, 1994, Mr. Smith was
President - Claims Services. From January 1, 1991 to August 1, 1992, Mr. Smith
was President of Crawford & Company International, Inc., and he was Vice
President, and later, Senior Vice President with responsibility for the
Registrant's Midwest Region from January 1, 1986 to January, 1991.
Mr. Meyers was appointed to his present position effective September 1, 1995.
He had previously retired from the Company in April 1994, after having served
as General Manager of the Registrant's Fairfax, Virginia branch office since
1988. During the period between his retirement and appointment to his present
position he served as a consultant and operations supervisor for the
Registrant.
Mr. Albright was appointed to his present position effective November 1, 1993.
Prior to November 1, 1993 and since March 1, 1983, he was Senior Vice President
- - Marketing.
Mr. Bryant was appointed to his present position effective August 1, 1995.
Prior to August 1, 1995 and since November 1, 1994, he was President - Claims
Services. From January 1, 1993 to November 1, 1994, he was Vice President -
National Sales Manager and from March, 1989 to December, 1992 he was Regional
Director - RMS for the Registrant's Midwest Region becoming an Assistant Vice
President on July 1, 1990.
Mr. Box was appointed to his present position effective November 1, 1994. From
July 1, 1994 to November 1, 1994, he was Vice President - International
Operations, and for more than five years prior to July, 1994 was responsible
for the management of the Registrant's Mid-Atlantic region.
Mr. Tatum was appointed to his present position effective August 1, 1995.
Prior to August 1, 1995 and since April 15, 1994, he was President of Risk
Sciences Group, Inc. From January 1, 1992 to April 15, 1994, he was a Vice
President of Risk Sciences Group, Inc. in charge of Northeast Operations and
from June, 1990 to December 31, 1991, he was Director of Operations for Risk
Sciences Group, Inc.
Officers of the Registrant are appointed annually by the Board of Directors.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS
The information required by this Item is included on pages 26-27 of the
Registrant's Annual Report to Shareholders for the year ended December 31, 1995
under the caption "Quarterly Financial Data" and is incorporated herein by
reference.
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ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is included on page 28 of the
Registrant's Annual Report to Shareholders for the year ended December 31,
1995, under the caption "Selected Financial Data" and is incorporated herein by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information required by this Item is included on pages 24-25 of the
Registrant's Annual Report to Shareholders for the year ended December 31, 1995
under the caption "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is included on pages 13-23 and pages
26-27 of the Registrant's Annual Report to Shareholders for the year ended
December 31, 1995 under the captions "Consolidated Statements of Income",
"Consolidated Balance Sheets", "Consolidated Statements of Shareholders'
Investment", "Consolidated Statements of Cash Flows", "Notes to Consolidated
Financial Statements", and "Quarterly Financial Data", and is incorporated
herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item is included on page 2 under the caption
"Nominee Information" of the Registrant's Proxy Statement for the Annual
Meeting of Shareholders to be held April 18, 1996, and is incorporated herein
by reference. For other information required by this Item, see "Executive
Officers of the Registrant" on pages 11 and 12 herein.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is included on pages 4-10 under the
captions "Executive Compensation and Other Information", "Report of the Senior
Compensation and Stock Option Committee of the Board of Directors on Executive
Compensation", and "Compensation Committee Interlocks and Insider
Participation" and on page 14 under the caption "Five Year Comparative Stock
Performance Graph" of the Registrant's Proxy Statement for the Annual Meeting
of Shareholders to be held April 18, 1996, and is incorporated herein by
reference.
13
<PAGE> 14
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by this Item is included on pages 10-13 under the
caption "Stock Ownership Information" of the Registrant's Proxy Statement for
the Annual Meeting of Shareholders to be held April 18, 1996, and is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is included on page 13 under the caption
"Information with Respect to Certain Business Relationships" of the
Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held
April 18, 1996, and is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements
The Registrant's 1995 Annual Report to Shareholders contains
the consolidated balance sheets as of December 31, 1995 and
1994, the related consolidated statements of income,
shareholders' investment and cash flows for each of the three
years in the period ended December 31, 1995, and the related
report of Arthur Andersen LLP on the financial statements.
These financial statements and the report of Arthur Andersen
LLP are incorporated herein by reference and included as
Exhibit 13.1 to this Form 10-K. The financial statements,
incorporated by reference, include the following:
- Consolidated Balance Sheets -- December 31, 1995 and
1994
- Consolidated Statements of Income for the Years Ended
December 31, 1995, 1994 and 1993
- Consolidated Statements of Shareholders' Investment
for the Years Ended December 31, 1995, 1994 and 1993
- Consolidated Statements of Cash Flows for the Years
Ended December 31, 1995, 1994 and 1993
- Notes to Consolidated Financial Statements - December
31, 1995, 1994 and 1993
14
<PAGE> 15
2. Financial Statement Schedule
- Report of Independent Public Accountants as to
Schedule
<TABLE>
<CAPTION>
Schedule
Number
--------
<S> <C>
II Valuation and Qualifying Accounts for the Years Ended December 31, 1995, 1994 and 1993
Schedules I and III through V not listed above have been omitted because they are not
applicable.
</TABLE>
3. Exhibits filed with this report.
<TABLE>
<CAPTION>
Exhibit No. Document
----------- --------
<S> <C>
3.1 Restated Articles of Incorporation of the Registrant, as amended (incorporated by reference to
Exhibit 19.1 to the Registrant's quarterly report on Form 10-Q for the quarter ended June 30,
1991).
3.2 Restated By-laws of the Registrant, as amended.
10.1 * Crawford & Company Incentive Stock Option Plan (incorporated by reference to Exhibit 10(a) to
the Registrant's annual report on Form 10-K for the year ended December 31, 1981).
10.2 * Amendment to Crawford & Company Incentive Stock Option Plan (incorporated by reference to
Appendix D on page D-1 of Registrant's Proxy Statement for the Special Meeting of Shareholders
held on July 24, 1990).
10.3 * Crawford & Company 1987 Stock Option Plan (incorporated by reference to Exhibit 28(a) to the
Registration Statement on Form S-8, Registration No. 33-22595).
10.4 * Amendment to Crawford & Company 1987 Stock Option Plan (incorporated by reference to Appendix C
on page C-1 of the Registrant's Proxy Statement for the Special Meeting of Shareholders held on
July 24, 1990).
10.5 * Crawford & Company 1990 Stock Option Plan, as amended (incorporated by reference to Exhibit
10.5 to the Registrant's annual report on Form 10-K for the year ended December 31, 1992).
</TABLE>
15
<PAGE> 16
<TABLE>
<CAPTION>
Exhibit No. Document
----------- --------
<S> <C>
10.6 * Crawford & Company Annual Incentive Compensation Plan (incorporated by reference to Exhibit
10.7 to the Registrant's annual report on Form 10-K for the year ended December 31, 1992).
10.7 * Crawford & Company 1996 Annual Incentive Compensation Plan.
10.8 * Crawford & Company 1994-1996 Long-Term Executive Bonus Plan (incorporated by reference to
Exhibit 10.7 to the Registrant's annual report on Form 10-K for the year ended December 31,
1993).
10.9 * Amended and Restated Supplemental Executive Retirement Plan (incorporated by reference to
Exhibit 10.9 to the Registrant's annual report on Form 10-K for the year ended December 31,
1993).
10.10 * Crawford & Company 1996 Employee Stock Purchase Plan (incorporated by reference to Appendix A
on page A-1 of Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held
on April 18, 1996).
10.11 * Amended and Restated Crawford & Company Medical Reimbursement Plan (incorporated by reference
to Exhibit 10.9 to the Registrant's Annual Report on Form 10-K for the year ended December 31,
1994).
10.12 * Discretionary Allowance Plan (incorporated by reference to Exhibit 10.10 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1994).
10.13 * Deferred Compensation Plan (incorporated by reference to Exhibit 10.11 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1994).
11.1 Computation of Fully Diluted Earnings Per Share for the year ended December 31, 1995.
13.1 The Registrant's Annual Report to Shareholders for the year ended December 31, 1995 (only
those portions incorporated herein by reference).
21.1 Subsidiaries of Crawford & Company.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Deloitte & Touche.
24.1-8 Powers of Attorney.
</TABLE>
16
<PAGE> 17
<TABLE>
<CAPTION>
Exhibit No. Document
----------- --------
<S> <C>
27.1 Financial Data Schedule (for SEC use only).
</TABLE>
* Management contract or compensatory plan required to be filed as an
exhibit pursuant to Item 601 of Regulation S-K.
(b) No reports on Form 8-K have been filed during the last quarter of the
year ended December 31, 1995.
(c) The Registrant has filed the Exhibits listed in Item 14(a)(3).
(d) Separate financial statements of Crawford & Company have been omitted
since it is primarily an operating company. All subsidiaries included
in the consolidated financial statements are wholly-owned.
17
<PAGE> 18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CRAWFORD & COMPANY
Date March 25, 1996 By /s/ D. A. Smith
--------------------- ------------------------------
D. A. SMITH, Chairman, President
and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME AND TITLE
--------------
<S> <C> <C>
Date March 25, 1996 /s/ D. A. Smith
--------------------- ----------------------------------------------
D. A. SMITH, Chairman, President and Chief
Executive Officer (Principal Executive Officer)
and Director
Date March 25, 1996 /s/ D. R. Chapman
--------------------- ----------------------------------------------
D. R. CHAPMAN, Executive Vice President-
Finance (Principal Financial Officer)
Date March 25, 1996 /s/ J. F. Giblin
--------------------- ----------------------------------------------
J. F. GIBLIN, Vice President and Controller
(Principal Accounting Officer)
Date March 25, 1996 *
--------------------- ----------------------------------------------
VIRGINIA C. CRAWFORD, Director
</TABLE>
18
<PAGE> 19
<TABLE>
<CAPTION>
NAME AND TITLE
--------------
<S> <C> <C>
Date March 25, 1996 *
--------------------- ----------------------------------------------
FORREST L. MINIX, Director
Date March 25, 1996 *
--------------------- ----------------------------------------------
J. HICKS LANIER, Director
Date March 25, 1996 *
--------------------- ----------------------------------------------
CHARLES FLATHER, Director
Date March 25, 1996 *
--------------------- ----------------------------------------------
JESSE S. HALL, Director
Date March 25 , 1996 *
--------------------- ----------------------------------------------
LINDA K. CRAWFORD, Director
Date March 25, 1996 *
--------------------- ----------------------------------------------
JESSE C. CRAWFORD, Director
Date March 25, 1996 *
--------------------- ----------------------------------------------
LARRY L. PRINCE, Director
Date March 25, 1996 *By /s/ Judd F. Osten
--------------------- ----------------------------------------------
JUDD F. OSTEN - As attorney-in-fact for the
Directors above whose name an asterisk appears
</TABLE>
19
<PAGE> 20
(Logo) ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS AS TO SCHEDULE
To Crawford & Company:
We have audited, in accordance with generally accepted auditing standards, the
consolidated financial statements included in Crawford & Company's annual
report to shareholders incorporated by reference in this Form 10-K and have
issued our report thereon dated January 30, 1996. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole, we did not
audit the 1994 and 1993 financial statements of certain foreign operations,
which statements reflect approximately 7% of consolidated assets in 1994 and
approximately 4% of consolidated revenues in 1994 and 1993. The schedule
listed in Item 14(a)2 is the responsibility of the Company's management, is
presented for purposes of complying with the Securities and Exchange
Commission's rules, and is not part of the basic consolidated financial
statements. This schedule has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion,
fairly states in all material respects the financial data required to be set
forth therein in relation to the basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
Atlanta, Georgia
January 30, 1996
<PAGE> 21
SCHEDULE II
CRAWFORD & COMPANY AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLE
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
-----------------------------------------------------
(In Thousands of Dollars)
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D Col. E
------ ------ ------ ------ ------
Balance at Additions Additions Balance
Beginning of Charged to (Deductions) at End of
Period Period Costs and from Period
Expenses Allowances(1)
<S> <C> <C> <C> <C>
1995
Deducted in Consolidated balance
sheets from accounts receivable $10,220 $ (779) $ 862 $10,303
======= ======= ======= =======
1994
Deducted in Consolidated balance
sheets from accounts receivable $10,128 $(1,693) $ 1,785 $10,220
======= ======= ======= =======
1993
Deducted in Consolidated balance
sheets from accounts receivable $ 9,502 $ 2,543 $(1,917) $10,128
======= ======= ======= =======
</TABLE>
(1) Represents uncollectible accounts written off, net of recoveries.
<PAGE> 22
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Page Number
Exhibit No. Description of Exhibit of Exhibit
----------- ---------------------- ----------
<S> <C>
3.1 Restated Articles of Incorporation of the Registrant, as amended (incorporated
by reference to Exhibit 19.1 to the Registrant's quarterly report on Form 10-Q
for the quarter ended June 30, 1991).
3.2 * Restated By-laws of the Registrant, as amended.
10.1 Crawford & Company Incentive Stock Option Plan (incorporated by
reference to Exhibit 10(a) to the Registrant's annual report on Form
10-K for the year ended December 31, 1981).
10.2 Amendment to Crawford & Company Incentive Stock Option Plan (incorporated by
reference to Appendix D on page D-1 of Registrant's Proxy Statement for the
Special Meeting of Shareholders held on July 24, 1990).
10.3 Crawford & Company 1987 Stock Option Plan (incorporated by reference to
Exhibit 28(a) to the Registration Statement on Form S-8, Registration No. 33-
22595).
10.4 Amendment to Crawford & Company 1987 Stock Option Plan (incorporated by
reference to Appendix C on page C-1 of the Registrant's Proxy Statement for
the Special Meeting of Shareholders held on July 24, 1990).
10.5 Crawford & Company 1990 Stock Option Plan, as amended (incorporated by
reference to Exhibit 10.5 to the Registrant's annual report on Form 10-K for
the year ended December 31, 1992).
10.6 Crawford & Company Annual Incentive Compensation Plan (incorporated by
reference to Exhibit 10.7 to the Registrant's annual report on Form 10-K for
the year ended December 31, 1992).
10.7 * Crawford & Company 1996 Annual Incentive Compensation Plan.
</TABLE>
<PAGE> 23
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Page Number
Exhibit No. Description of Exhibit of Exhibit
----------- ---------------------- ----------
<S> <C>
10.8 Crawford & Company 1994-1996 Long-Term Executive Bonus Plan (incorporated by
reference to Exhibit 10.7 to the Registrant's annual report on Form 10-K for
the year ended December 31, 1993).
10.9 Amended and Restated Supplemental Executive Retirement Plan (incorporated by
reference to Exhibit 10.9 to the Registrant's annual report on Form 10-K for
the year ended December 31, 1993).
10.10 Crawford & Company 1996 Employee Stock Purchase Plan (incorporated by
reference to Appendix A on page A-1 of Registrant's Proxy Statement for the
Annual Meeting of Shareholders to be held on April 18, 1996).
10.11 Amended and Restated Crawford & Company Medical Reimbursement Plan
(incorporated by reference to Exhibit 10.9 to the Registrant's annual report
on Form 10-K for the year ended December 31, 1994).
10.12 Discretionary Allowance Plan (incorporated by reference to Exhibit 10.10 to
the Registrant's annual report on Form 10-K for the year ended December 31,
1994).
10.13 Deferred Compensation Plan (incorporated by reference to Exhibit 10.11 to the
Registrant's annual report on Form 10-K for the year ended December 31, 1994).
11.1 * Computation of Fully Diluted Earnings Per Share for the year ended December
31, 1995.
13.1 * The Registrant's Annual Report to Shareholders for the year ended December 31,
1995 (only those portions incorporated hereby by reference).
21.1 * Subsidiaries of Crawford & Company.
23.1 * Consent of Arthur Andersen LLP.
23.2 * Consent of Deloitte & Touche.
24.1-8* Powers of Attorney.
27.1 * Financial Data Schedule (for SEC use only).
* Filed by EDGAR
</TABLE>
<PAGE> 1
EXHIBIT 3.2
RESTATED BY-LAWS
OF
CRAWFORD & COMPANY
(reflecting amendments made through January 30, 1996)
ARTICLE I
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the
shareholders for the election of directors and for the transaction of such
other business as may properly come before the meeting shall be held at such
place, either within or without the State of Georgia, on such date, and at such
time, as the Board of Directors or its Executive Committee may by resolution
provide, or if the Board of Directors or Executive Committee fails to provide
for such meeting by action by April 1 of any year, then such meeting shall be
held at the principal office of the Company in Atlanta, Georgia at 11:00 a.m.
on the third Tuesday in April of each year, if not a legal holiday under the
laws of the State of Georgia, and if a legal holiday, on the next succeeding
business day. The Board of Directors may specify by resolution prior to any
special meeting of shareholders held within the year that such meeting shall be
in lieu of the annual meeting.
Section 2. Special Meetings. Except as otherwise
provided by law, special meetings of the shareholders may be called by the
Board of Directors, or its Executive Committee, or by the Chairman of the
Board, or by the President, or by the holders of record of at least one-fourth
(1/4) of the outstanding stock entitled to vote at such meeting. Such meeting
may be held in such place, either within or without the State of Georgia, as is
stated in the call and notice thereof.
Section 3. Notice of Meeting. Written notice of each
meeting of shareholders, stating the date, time and place of the meeting, and
describing the purpose or purposes of the meeting if it is a special meeting,
shall be mailed to each shareholder entitled to vote at such meeting at such
shareholder's address shown on the Company's current record of shareholders not
less than ten (10) nor more than sixty (60) days prior to such meeting. If an
amendment to the Articles of Incorporation, a plan of merger or share exchange,
or a sale of assets of the Company is to be considered at any annual or special
meeting, the written notice shall state that consideration of such action is
one of the purposes of such meeting. A shareholder may waive notice of a
meeting before or after the meeting. The waiver must be in writing, must be
signed by the shareholder entitled to the notice, and must be delivered to the
Company for inclusion in the minutes or filing with the corporate records. A
shareholder's attendance at a meeting (1) waives objection to lack of notice or
defective notice of the meeting, unless the shareholder at the beginning of the
meeting objects to holding a meeting or transacting business at
<PAGE> 2
the meeting, and (2) waives objection to consideration of a particular matter
at the meeting, that is not within the purpose or purposes described in the
meeting notice, unless the shareholder objects to considering the matter when
it is presented. Neither the business transacted at, nor the purpose of, any
meeting need be stated in a waiver of notice of a meeting, except that, with
respect to a waiver of notice of a meeting at which an amendment to the
Articles of Incorporation, a plan of merger or share exchange, sale of assets,
or any other action that would entitle the shareholder to dissenter's rights,
is submitted to a vote of shareholders, the same material that the Georgia
Business Corporation Code would have required to be sent to the shareholder in
a notice of the meeting must be delivered to the shareholder prior to such
shareholder's execution of the waiver of notice, or the waiver itself must
expressly waive the right to such material.
Notice of any meeting may be given by or at the direction of
the Secretary or by the person or persons calling such meeting, if the
Secretary fails to give such notice within twenty (20) days after the call of a
meeting. No notice need be given of the new date, time or place of reconvening
any adjourned meeting, if the new date, time and place to which the meeting is
adjourned are announced at the adjourned meeting before adjournment, except
that, if a new record date for the adjourned meeting is or must be fixed under
the applicable provisions of the Georgia Business Corporation Code, notice of
the adjourned meeting must be given to persons who are shareholders as of the
new record date.
Section 4. Quorum. A majority in interest of the issued
and outstanding capital stock of the Company entitled to vote at any annual or
special meeting of shareholders and represented either in person or by proxy
shall constitute a quorum for the transaction of business at such annual or
special meeting. Once a share is represented for any purpose at a meeting
other than solely to object to holding the meeting or transacting business at
the meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is or
must be (under the provisions of the Georgia Business Corporation Code) set for
that adjourned meeting. If a quorum shall not be present, the holders of a
majority of the stock represented may adjourn the meeting to some later time.
When a quorum is present, a vote of a majority of the stock represented in
person or by proxy shall determine any question, except as otherwise provided
by the Articles of Incorporation, these By-laws, or by law.
Section 5. Proxies. A shareholder may vote, execute
consents, waivers and releases and exercise any of his other rights, either in
person or by proxy duly executed in writing by the shareholder. A proxy for
any meeting shall be valid for any adjournment of such meeting.
Section 6. Record Date. The Board shall have power to
close the stock transfer books of the Company for a period not
-2-
<PAGE> 3
to exceed fifty (50) days preceding the date of any meeting of shareholders, or
the date for payment of any dividend, or the date for the allotment of rights,
or the date when any change or conversion or exchange of capital stock shall go
into effect; provided, however, that in lieu of closing the stock transfer
books as aforesaid, the Board may fix in advance a date, not exceeding seventy
(70) days preceding the date of any meeting of shareholders, or the date of the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into
effect, as a record date for the determination of the shareholders entitled to
notice of, and to vote at, any such meeting, or entitled to receive payment of
any such dividend, or to any such allotment of rights, or to exercise the
rights in respect of any such change, conversion or exchange of capital stock,
and in such case only such shareholders as shall be shareholders of record on
the date so fixed shall be entitled to such notices of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment
of rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Company after any such record date
fixed as aforesaid.
ARTICLE II
DIRECTORS
Section 1. Powers of Directors. The Board of Directors
shall have the management of the business of the Company, and, subject to any
restrictions imposed by law, by the charter, or by these By-Laws, may exercise
all the power of the corporation.
Section 2. Number and Term of Directors. The number of
Directors which shall constitute the full Board shall be ten (10), but the
number may be increased or decreased by amendment of these By-Laws either by
the Board of Directors or by the affirmative vote of a majority of the voting
power of the outstanding stock of the Company entitled to vote generally in the
election of Directors, voting as a class. At each annual meeting the
shareholders entitled to vote thereon shall elect the Directors, who shall
serve until their successors are elected and qualified; provided that the
shareholders entitled to vote thereon at any special meeting may remove any
Director, with or without cause, and may fill any vacancy created thereby. Any
vacancy in the Board of Directors occurring between meetings of the
shareholders may be filled by the vote of a majority of the remaining
Directors, though less than a quorum.
Section 3. Meetings of the Directors. The Board may by
resolution provide for the time and place of regular meetings, and no notice
need be given of such regular meetings. Special meetings of the Directors may
be called by the full Board of Directors, by the Executive Committee of the
Board of Directors, by the Chairman of the Board, by the President, or by at
least any two
-3-
<PAGE> 4
(2) of the Directors. There shall be an annual meeting of the Board of
Directors at the place of and immediately following the annual meeting of
shareholders.
Section 4. Quorum. A majority of the number of
Directors fixed as herein provided or fixed as otherwise provided by law shall
constitute a quorum for the transaction of business at any meeting thereof. If
a quorum shall not be present, a majority of the Directors present at any such
meeting may adjourn the meeting to some later time.
Section 5. Action. When a quorum is present, the vote
of a majority of the Directors present shall be the act of the Board of
Directors, unless a greater vote is required by law, by the Articles of
Incorporation or by these By-Laws.
Section 6. Notice of Meetings. Notice of each meeting
of the Board shall be given by the Secretary by mailing the same at least five
(5) days before the meeting or by telephone or telegraph or in person at least
two (2) days before the meeting, to each Director, except that no notice need
be given of regular meetings fixed by the resolution of the Board. Any
Director may waive notice, either before or after any meeting, and shall be
deemed to have waived notice if he is present at the meeting. If the Secretary
fails to give such notice in the manner specified in the call, within five (5)
days after receiving notice of the call, the person or persons calling such
meetings, or any person designated by him or them may give such notice.
Neither the business to be transacted at or the purpose of any regular or
special meeting of the Board need be specified in the notice or waiver of
notice of such meeting.
Section 7. Committees. The Board may by resolution
provide for an Executive Committee and one or more other committees, each
consisting of such Directors as are designated by the Board. Any vacancy in
such Committee may be filled by the Board. Except as otherwise provided by
law, by these By-Laws, or by resolution of the full Board, such Executive
Committee shall have and may exercise the full powers of the Board of Directors
during the interval between the meetings of the Board and wherever by these
By-Laws, or by resolution of the shareholders, the Board of Directors is
authorized to take action or to make a determination, such action or
determination may be taken or made by such Executive Committee, unless these
By-Laws or such resolution expressly require that such action or determination
be taken or made by the full Board of Directors. The Executive Committee, or
other Committee, shall by resolution fix its own rules of procedure, and the
time and place of its meetings, and the person or persons who may call, and the
method of call, of its meetings.
Section 8. Compensation. A fee for serving as a
Director and reimbursement for expenses for attendance at meetings of the Board
of Directors or any Committee thereof may be fixed by resolution of the full
Board.
-4-
<PAGE> 5
Section 9. Qualifications of Directors
(a) Corporate Officers. Except as provided in subsection
(c) below, no person who is or has been an officer of the Company shall be
eligible for nomination or renomination as a member of the Board of Directors
of the Company at any time after the earlier of the following occurrences: (i)
such person has attained the age of seventy (70), or (ii) the second
anniversary of the date of such person's retirement, resignation or removal as
an officer of the Company.
(b) Other Directors. Except as provided in subsection
(c) below, no person shall be eligible for nomination or renomination as a
member of the Board of Directors of the Company at any time after the earlier
of the following occurrences: (i) such person has attained the age of seventy
(70), or (ii) the second anniversary of the termination by retirement of the
"Principal Employment" (as hereinafter defined) of such person. As used
herein, the term "Principal Employment" means the principal employment,
professional affiliation or business activity as set forth in the Company's
Proxy Statement dated March 24, 1986 (in the case of directors holding office
on April 22, 1986) or the first Proxy Statement of the Company that contains
such information (in the case of directors first elected after April 22, 1986).
(c) Exceptions. The provisions of subsections (a) and
(b) above shall not apply with respect to any person who, at the time of such
person's nomination or re-nomination as a member of the Board of Directors of
the Company, is the beneficial owner of ten percent (10%) or more of the voting
power of the outstanding stock of the Company entitled to vote generally in the
election of Directors.
ARTICLE III
OFFICERS
Section 1. Officers. The officers of the Company shall
consist of a Chairman of the Board, a corporate President, one or more business
unit Presidents, one or more Vice Presidents, a Secretary, a Comptroller, a
Treasurer, and such other officers or assistant officers as may be elected by
the Board of Directors. Any two (2) or more offices may be held by the same
person. The Board may designate one or more Vice Presidents as Executive Vice
Presidents or Senior Vice Presidents, and may designate the order in which the
Vice Presidents may act.
Section 2. Chairman of the Board. Subject to the
control of the Board of Directors, the Chairman of the Board shall give
supervision and direction to the affairs of the Company, and shall be the chief
executive officer of the Company. He shall preside at all meetings of the
shareholders and of the Board of Directors.
-5-
<PAGE> 6
Section 3. Corporate President. The corporate
President shall be the chief operating officer of the Company and shall give
general supervision and administrative direction to the affairs of the Company,
subject to the direction of the Board of Directors and Chairman of the Board.
Section 4. Business Unit President. A business unit
President shall be the chief operating officer of the designated major business
unit of the Corporation, reporting to the Chairman of the Board or the
corporate President, as the Board of Directors shall designate. Business units
need not have a President, and in the absence of such an officer, will be
managed by one or more Vice Presidents.
Section 5. Vice President. A Vice President shall
have such powers and perform such duties as the Board of Directors, corporate
President, or, in the case of the business unit Vice President, as that
business unit President may prescribe. A Vice President shall act in case of
the absence or disability of the corporate President or business unit
President. If there is more than one Vice President, such Vice Presidents
shall act in the order of precedence as set out by the Board of Directors, or
in the absence of such designation, as designated by the corporate President or
business unit President.
Section 6. Treasurer. The Treasurer shall receive and
have the custody of all moneys and securities of the Company, shall pay such
dividends as may be declared from time to time by the Board of Directors, and
do and perform all such duties as may be required of him by its Board of
Directors, and such other duties as usually devolve upon such officers.
Section 7. Comptroller. The Comptroller shall be
responsible for the maintenance of proper financial books and records of the
Company.
Section 8. Secretary. The Secretary shall keep the
minutes of the meetings of the shareholders, the Directors, the Executive
Committee, and the other committees of the Board and shall have custody of the
seal of the Company.
Section 9. Assistant Secretaries. The Assistant
Secretaries, in the order of their seniority, shall, in the absence or
disability of the Secretary, perform the duties and exercise the powers of the
Secretary, and shall perform such other duties as the Board of Directors shall
prescribe.
Section 10. Assistant Treasurers. The Assistant
Treasurers, in the order of their seniority, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer, and shall perform such other duties as the Board of Directors shall
prescribe.
Section 11. Other Duties and Authorities. Each
officer, employee and agent shall have such other duties and
-6-
<PAGE> 7
authorities as may be conferred on them by the Board of Directors and, subject
to any directions of the Board, by the Chairman of the Board, the corporate
President, and any business unit President.
Section 12. Removal. Any officer may be removed at any
time by the Board of Directors and such vacancy may be filled by the Board of
Directors. A contract of employment for a definite term shall not prevent the
removal of any officer; but this provision shall not prevent the making of a
contract of employment with any officer and any officer removed in breach of
his contract of employment shall have a cause of action therefor.
Section 13. Salary. The salaries of all officers of the
Company shall be fixed by the Board of Directors or by a duly authorized
Committee of the Board.
ARTICLE IV
DEPOSITORIES, SIGNATURES AND SEAL
Section 1. Depositories. All funds of the Company shall
be deposited in the name of the Company in such depository or depositories as
the Board may designate and shall be drawn out on checks, drafts or other
orders signed by such officer, officers, agent or agents as the Board may from
time to time authorize.
Section 2. Contracts. All contracts and other
instruments shall be signed on behalf of the Company by such officer, officers,
agent or agents, as the Board may from time to time by resolution provide.
Section 3. Seal. The corporate seal of the Company
shall be as follows, or in such other form as the Board may from time to time
by resolution provide:
(Imprint of Seal)
If the seal is affixed to a document, the signature of the
Secretary or an Assistant Secretary shall attest the seal. The seal and its
attestation may be lithographed or otherwise printed on any document and shall
have, to the extent permitted by law, the same force and effect as if it had
been affixed and attested manually.
ARTICLE V
STOCK TRANSFERS
Section 1. Form and Execution of Certificates. The
certificates of shares of capital stock of the Company shall be in
-7-
<PAGE> 8
such form as may be approved by the Board of Directors and shall be signed by
the Chairman of the Board or the President and by the Secretary or any
Assistant Secretary or Treasurer or any Assistant Treasurer, provided that any
such certificate may be signed by the facsimile of the signature of either or
both of such officers imprinted thereon if the same is countersigned by a
transfer agent of the Company, and provided further that certificates bearing
the facsimile of the signature of such officers imprinted thereon shall be
valid in all respects as if such person or persons were still in office, even
though such officer or officers have died or otherwise ceased to be officers.
Section 2. Transfer of Shares. Shares of stock in the
Company shall be transferable only on the books of the Company by proper
transfer signed by the holder of record thereof or by a person duly authorized
to sign for such holder of record. The Company or its transfer agent shall be
authorized to refuse any transfer unless and until it is furnished such
evidence as it may reasonably require showing that the requested transfer is
proper. Upon the surrender of a certificate for transfer of shares of stock,
such certificate shall at once be conspicuously marked on its face "Cancelled"
and filed with the permanent stock records of the Company.
Section 3. Lost, Destroyed or Mutilated Certificates.
The Board may by resolution provide for the issuance of certificates in lieu of
lost, destroyed or mutilated certificates and may authorize such officer or
agent as it may designate to determine the sufficiency of the evidence of such
loss, destruction or mutilation and the sufficiency of any security furnished
to the Company and to determine whether such duplicate certificate should be
issued.
Section 4. Transfer Agent and Registrar. The Board may
appoint a transfer agent or agents and a registrar or registrars of transfers,
and may require that all stock certificates bear the signature of such transfer
agent or such transfer agent and registrar.
ARTICLE VI
INDEMNIFICATION
Section 1. The Company shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Company) by reason of the fact that he is or was a director, officer, employee
or agent of the Company, or is or was serving at the request of the Company as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including court
costs and attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably
-8-
<PAGE> 9
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2. The Company shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Company to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the Company, or is or was serving at
the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including court costs and attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Company and except that no such
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless and only to the
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
Section 3. To the extent that a director, officer,
employee or agent of the Company shall be successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in Sections 1 and 2 of
this Article, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including court costs and attorneys' fees)
actually and reasonably incurred by him in connection therewith.
Section 4. Any indemnification under Sections 1 and 2 of
this Article (unless ordered by a court) shall be made by the Company only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in said Sections 1 and
2. Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested
-9-
<PAGE> 10
directors so directs, by independent legal counsel in a written opinion, or (3)
by the shareholders.
Section 5. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the Company in advance of
the final disposition or such action, suit or proceeding as authorized by the
Board of Directors in the manner provided in Section 4 of this Article upon
receipt of an undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Company as authorized in this Article, and,
if such person is a director, upon receipt of a written affirmation of such
director's good faith belief that he or she has met the standards of conduct
required by the Georgia Business Corporation Code.
Section 6. The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which those indemnified
may be entitled under any agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
Section 7. The Board of Directors may authorize, by a
vote of a majority of the full Board, the Company to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Company, or is or was serving at the request of the Company as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Company would have the power to indemnify him against
such liability under the provisions of this Article.
ARTICLE VII
AMENDMENT
Section 1. The Board of Directors or the shareholders
entitled to vote thereon shall have the power to alter, amend or repeal the
By-laws or adopt new by-laws. The shareholders may prescribe that any by-law
or by- laws adopted by them shall not be altered, amended or repealed by the
Board of Directors. Action by the Board of Directors with respect to by-laws
shall be taken by an affirmative vote of a majority of all directors then
holding office. An action by the shareholders with respect to by-laws shall be
taken by the affirmative vote of a majority of the shares then issued and
outstanding and entitled to vote.
-10-
<PAGE> 1
EXHIBIT 10.7
CRAWFORD & COMPANY
1996 INCENTIVE COMPENSATION PLAN
Crawford & Company hereby establishes the Crawford & Company 1996 Incentive
Compensation Plan, effective as of January 1, 1996, to provide to the officers
and key employees of Crawford & Company additional cash incentive compensation
which is tied to the attainment of targeted increases in adjusted revenues and
adjusted pre-tax income of Crawford & Company on a consolidated basis.
I. DEFINITIONS
The capitalized terms used in the Plan shall have the following meanings:
1.1 Actual Earnings shall mean the reported Earnings of the Company for
the period with respect to which the Incentive Compensation Pool is
determined.
1.2 Actual Earnings Percentage shall mean the percentage computed by
multiplying (i) the Target Earnings Percentage by (ii) a fraction
(which may not be larger than one) the numerator of which is Covered
Earnings and the denominator of which is the difference between (A)
the Target Earnings and (B) the Threshold Earnings.
1.3 Actual Revenues shall mean the reported Revenues of the Company for
the period with respect to which the Incentive Compensation Pool is
determined.
1.4 Chief Executive Officer shall mean the Chief Executive Officer of the
Company.
1.5 Committee shall mean the Senior Compensation and Stock Option
Committee of the Board of Directors of the Company.
1.6 Company shall mean Crawford & Company.
1.7 Covered Earnings shall mean the difference between (i) the Actual
Earnings and (ii) the Threshold Earnings (but not less than zero).
1.8 Covered Salaries shall mean the base salaries of the Participants.
1.9 Earnings shall mean the reported pre-tax income of the Company, on a
consolidated basis, adjusted to eliminate the effect, if any, of the
cumulative effects of changes in
<PAGE> 2
accounting principles and any significant gains or losses resulting
from the disposition of any major assets of the Company, such as the
sale of land, the sale and leaseback of buildings, or the sale or
other disposition of a subsidiary or portion of the Company's
operations.
1.10 Incentive Compensation Pool shall mean the sum of (1) the Incentive
Compensation Pool--Sales and Account Management; plus (2) the
Incentive Compensation Pool--Other Officers and Key Employees.
1.11 Incentive Compensation Pool--Other Officers and Key Employees shall
mean the sum of (1) the amount computed by multiplying the lesser of
Actual Earnings or Threshold Earnings by 1.5%; plus (2) the amount
computed by multiplying (i) Actual Earnings by (ii) the Actual
Earnings Percentage. In no event shall the Incentive Compensation
Pool--Other Officers and Key Employees exceed 100% of the Covered
Salaries of its Participants.
1.12 Incentive Compensation Pool--Sales and Account Management shall mean
the greater of (1) the amount computed by multiplying the lesser of
Actual Earnings or Threshold Earnings by .5%; or (2) the amount
computed by multiplying the growth in Actual Revenues over Threshold
Revenues by 1.5%, reduced by 10% for every 1% decline in the
consolidated Pre-Tax Profit Margin of the Company on a pro rata basis.
In no event shall the Incentive Compensation Pool--Sales and Account
Management exceed 100% of the Covered Salaries of its Participants.
1.13 Participant shall mean any officer (other than the Chief Executive
Officer) or home office or regional employee of the Company or its
domestic or foreign subsidiaries designated by the Chief Executive
Officer to participate in the Incentive Compensation Pool--Sales and
Account Management or the Incentive Compensation Pool--Other Officers
and Key Employees.
1.14 Pre-Tax Profit Margin shall mean the percentage derived by dividing
Earnings by Revenues, both adjusted to eliminate the effect, if any,
of significant acquisitions made by the Company in the relevant
period.
1.15 Revenues shall mean the reported revenues of the Company, on a
consolidated basis, adjusted to eliminate the effect, if any, of
significant acquisitions made by the Company in the period with
respect to which the Incentive Compensation Pool is determined.
1.16 Target Earnings shall mean the Committee's determination of achievable
earnings for the Company for the fiscal year.
-2-
<PAGE> 3
1.17 Target Earnings Percentage shall mean 5.22%.
1.18 Threshold Earnings shall mean the Committee's determination of
Earnings below which no amount will be added to the Incentive
Compensation Pool for earnings growth.
1.19 Threshold Revenues shall mean the Committee's determination of
achievable Revenues for the Company in the period with respect to
which the Incentive Compensation Pool is determined.
1.20 Plan shall mean this Crawford & Company 1996 Incentive Compensation
Plan.
II. ESTABLISHMENT OF THRESHOLD REVENUES AND EARNINGS
As soon as possible following the availability of audited financial statements
of the Company for the immediately preceding fiscal year and the preparation of
operational budgets for the current fiscal year, the Committee shall meet to
establish the (i) Threshold Revenues, (ii) Threshold Earnings and (iii) Target
Earnings for the current fiscal year. Any adjustments to the audited revenues
and pre-tax income of the Company in the calculations of Revenues and Earnings
shall be approved by the Committee.
III. ALLOCATION AND PAYMENT TO PARTICIPANTS
The Chief Executive Officer shall have total authority and discretion with
respect to the determination of amounts to be paid to the Participants in each
of the Incentive Compensation Pools under the provisions of this Plan. He may
delegate that responsibility and allocate amounts available for distribution to
the heads of the business units and support divisions of the Company. In the
event that an individual is no longer a Participant at the end of any period
with respect to which the Incentive Compensation Pool is determined by virtue
of his no longer being an employee of the Company or any of its domestic or
foreign subsidiaries on that date, such individual shall not be eligible for
any payments under this Plan, unless such individual's employment has been
terminated by reason of death, disability, or retirement. Nothing herein
contained shall be construed to require the Committee or the Chief Executive
Officer to authorize the allocation and payment of all or any amounts available
for distribution under the terms of this Plan. Amounts not distributed with
respect to any year shall not be carried over to subsequent fiscal years.
Payment to individual Participants shall be as soon as practical after the
close of the fiscal period, the availability of reported Revenues and Earnings
for that period, the calculation of the Incentive Compensation Pool for that
period by the Chief
-3-
<PAGE> 4
Financial Officer of the Company, and the approval of that calculation by the
Committee.
IV. NO CONTRACT OF EMPLOYMENT
The establishment of this Plan shall not grant to any Participant the right to
remain an employee for any specific term of employment or in any specific
capacity or as a Participant or at any specific rate of compensation.
V. NO ALIENATION OR ASSIGNMENT
A Participant shall have no right or power to alienate, commute, anticipate or
otherwise assign at law or equity all or any portion of amounts which may be
payable to him hereunder and the Committee and the Chief Executive Officer
shall have the right, in light of any such action, to suspend temporarily or
terminate permanently the status of such an individual as a Participant under
this Plan.
VI. ADMINISTRATION, AMENDMENT AND TERMINATION
The Committee shall have all powers necessary to administer this Plan in its
absolute discretion and its determination shall be binding on the Company and
the Participants. The Board of Directors of the Company and the Committee have
the right to amend or terminate this Plan at any time.
VII. CONSTRUCTION
This Plan shall be construed in accordance with the laws of the State of
Georgia and the masculine shall include the feminine and the singular the
plural, where appropriate.
VII. TERMINATION OF FORMER PLAN
The Annual Incentive Compensation Plan adopted effective January 1, 1993, is
hereby terminated.
-4-
<PAGE> 5
IN WITNESS WHEREOF, Crawford & Company has caused its duly authorized officer
to execute the Plan this 30th day of January, 1996, to evidence the adoption of
this Plan.
CRAWFORD & COMPANY
/s/ Dennis A. Smith
- ---------------------------------------
Dennis A. Smith, Chairman of the Board,
President and Chief Executive Officer
-5-
<PAGE> 1
EXHIBIT 11.1
CRAWFORD & COMPANY AND SUBSIDIARIES
COMPUTATION OF FULLY DILUTED EARNINGS PER SHARE
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
<S> <C>
GENERAL INFORMATION:
Net income $36,020,000
Weighted average common shares outstanding 34,851,425
Dilutive option shares outstanding at year-end 847,340
Option shares outstanding prior to exercise during year 42,001
Average exercise price per outstanding dilutive option share $ 13.85
Average market price per share $ 16.01
Year-end market price per share $ 16.13
Average market price of shares issued upon exercise during year $ 16.07
COMPUTATIONS:
Dilutive option shares outstanding at year-end 847,340
Shares repurchased at $16.01
(proceeds of $11,731,497 divided by $16.01) (732,643)
-----------
Net additional shares issuable 114,697
Option shares outstanding prior to exercise during year 42,001
Shares repurchased at $16.07
(proceeds of $382,839 divided by $16.07) (23,823)
-----------
Net additional shares issued 18,178
Contingently issuable shares related to convertible notes payable
issued November 30, 1994 515,101
Weighted average common shares outstanding 34,851,425
----------
Adjusted shares outstanding 35,499,401
==========
FULLY DILUTED EARNINGS PER SHARE:
Net income ($36,020,000 divided by 35,499,401) $ 1.01
PERCENTAGE DILUTION:
Net income ($.02 divided by $1.03) 1.94%
============
</TABLE>
<PAGE> 1
EXHIBIT 13.1
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
1995 1994 1993
For the years ended December 31, 1995, 1994 and 1993 in thousands of dollars
except share and per share data
<S> <C> <C> <C>
REVENUES $ 607,577 $ 587,781 $ 576,298
---------- ---------- ----------
COSTS AND EXPENSES:
Costs of services provided, less
reimbursed expenses of $34,025
in 1995, $31,751 in 1994 and
$31,657 in 1993 439,029 421,047 408,737
Selling, general and
administrative expenses 108,168 98,683 102,711
---------- ---------- ----------
547,197 519,730 511,448
---------- ---------- ----------
INCOME BEFORE INCOME TAXES 60,380 68,051 64,850
INCOME TAXES 24,360 27,450 26,800
---------- ---------- ----------
INCOME BEFORE CUMULATIVE EFFECTS
OF ACCOUNTING CHANGES 36,020 40,601 38,050
CUMULATIVE EFFECTS OF
ACCOUNTING CHANGES -- -- (2,575)
NET INCOME $ 36,020 $ 40,601 $ 35,475
========== ========== ==========
PER SHARE AMOUNTS:
Income before cumulative effects
of accounting changes $ 1.03 $ 1.14 $ 1.06
Cumulative effects of
accounting changes -- -- (0.07)
---------- ---------- ----------
Net income $ 1.03 $ 1.14 $ 0.99
========== ========== ==========
CASH DIVIDENDS PER SHARE:
Class A Common Stock $ 0.58 $ 0.56 $ 0.52
========== ========== ==========
Class B Common Stock $ 0.54 $ 0.50 $ 0.44
========== ========== ==========
WEIGHTED AVERAGE
SHARES OUTSTANDING 34,851,425 35,723,496 35,984,448
========== ========== ==========
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements.
Crawford & Company| 13
<PAGE> 2
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
1995 1994
in thousands of dollars
December 31, 1995 and 1994
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 40,802 $ 38,968
Short-term investments, at fair value 5,596 18,766
Accounts receivable, less allowance for doubtful
accounts of $10,303 in 1995 and $10,220 in 1994 111,636 104,942
Unbilled revenues, at estimated billable amounts 60,486 59,601
Prepaid income taxes 6,115 5,634
Prepaid expenses and other current assets 9,745 9,215
-------- --------
TOTAL CURRENT ASSETS 234,380 237,126
-------- --------
PROPERTY AND EQUIPMENT, AT COST:
Furniture and fixtures 52,504 48,623
Data processing equipment 48,607 44,186
Automobiles 2,169 2,358
Buildings and improvements 15,928 15,247
Land 2,099 2,099
-------- --------
121,307 112,513
Less accumulated depreciation and amortization (84,859) (75,065)
-------- --------
NET PROPERTY AND EQUIPMENT 36,448 37,448
-------- --------
OTHER ASSETS:
Intangible assets arising from acquisitions,
less accumulated amortization of $7,596 in
1995 and $5,833 in 1994 55,731 51,684
Prepaid pension obligation 34,243 23,500
Other 6,181 6,623
-------- --------
TOTAL OTHER ASSETS 96,155 81,807
-------- --------
$366,983 $356,381
======== ========
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these balance sheets.
14 |Crawford & Company
<PAGE> 3
<TABLE>
<CAPTION>
1995 1994
in thousands of dollars
LIABILITIES AND SHAREHOLDERS' INVESTMENT
<S> <C> <C>
CURRENT LIABILITIES:
Short-term borrowings $ 10,154 $ 9,123
Accounts payable 12,366 10,999
Accrued compensation and related costs 26,764 34,837
Other accrued liabilities 29,394 28,438
Deferred revenues 15,504 16,642
Current installments of long-term debt 872 1,298
-------- --------
TOTAL CURRENT LIABILITIES 95,054 101,337
-------- --------
NONCURRENT LIABILITIES:
Long-term debt, less current installments 9,412 9,962
Deferred income taxes 14,854 8,207
Deferred revenues 10,498 9,172
Postretirement medical benefit obligation 7,938 7,440
Self-insured risks 7,347 7,110
Other 1,020 -
-------- --------
TOTAL NONCURRENT LIABILITIES 51,069 41,891
-------- --------
SHAREHOLDERS' INVESTMENT:
Class A Common Stock, $1.00 par value;
50,000,000 shares authorized; 17,229,986 and
17,449,130 shares issued in 1995 and 1994,
respectively 17,230 17,449
Class B Common Stock, $1.00 par value;
50,000,000 shares authorized; 17,297,730 and
17,580,213 shares issued in 1995 and 1994,
respectively 17,298 17,580
Retained earnings 189,294 180,772
Cumulative translation adjustment (2,962) (2,648)
-------- --------
TOTAL SHAREHOLDERS' INVESTMENT 220,860 213,153
-------- --------
$366,983 $356,381
======== ========
</TABLE>
- --------------------------------------------------------------------------------
Crawford & Company| 15
<PAGE> 4
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT
<TABLE>
<CAPTION>
For the years ended December 31, 1995, 1994 and 1993 in thousands of dollars
Common Stock Additional Cumulative
Class A Class B Paid-In Retained Translation
Nonvoting Voting Capital Earnings Adjustment
<S> <C> <C> <C> <C> <C>
BALANCE AT 12/31/92 $17,953 $17,950 $4,677 $150,743 $ (254)
Net income 35,475
Translation adjustment (2,352)
Cash dividends paid (17,274)
Stock options
exercised, net 62 65 768
------- ------- ------ -------- -------
BALANCE AT 12/31/93 18,015 18,015 5,445 168,944 (2,606)
Net income 40,601
Translation adjustment (42)
Cash dividends paid (18,941)
Shares repurchased (607) (475) (6,010) (9,832)
Stock options
exercised, net 41 40 565
------- ------- ------ -------- -------
BALANCE AT 12/31/94 17,449 17,580 -- 180,772 (2,648)
Net income 36,020
Translation adjustment (314)
Cash dividends paid (19,541)
Shares repurchased (277) (334) (848) (7,957)
Stock options
exercised, net 58 52 848
------- ------- ------ -------- -------
Balance at 12/31/95 $17,230 $17,298 -- $189,294 $(2,962)
======= ======= ====== ======== =======
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements.
16| Crawford & Company
<PAGE> 5
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
1995 1994 1993
For the years ended December 31, 1995, 1994 and 1993 in thousands of dollars
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $36,020 $40,601 $35,475
Reconciliation of net income to net cash
provided by operating activities:
Cumulative effects of accounting changes -- -- 2,575
Depreciation and amortization 16,865 14,912 15,779
Deferred income taxes 5,205 210 14,603
Loss on sales of property and equipment 928 179 38
Changes in operating assets and liabilities,
net of effects of acquisitions:
Short-term investments 13,170 10,414 (9,445)
Accounts receivable, net (6,392) (8,028) 4,797
Unbilled revenues (1,172) 1,967 4,371
Prepaid or accrued income taxes (462) 4,038 (4,553)
Accounts payable and accrued liabilities (2,368) 7,006 (12,573)
Deferred revenues 188 2,767 1,435
Prepaid expenses and other assets (14,681) (1,929) (26,427)
------- ------- -------
Net cash provided by operating activities 47,301 72,137 26,075
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of property and equipment (12,575) (11,769) (9,182)
Net assets of companies acquired, excluding cash (4,998) (24,918) --
Proceeds from sales of property and equipment 137 241 1,060
------- ------- -------
Net cash used in investing activities (17,436) (36,446) (8,122)
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid (19,541) (18,941) (17,274)
Repurchase of common stock (9,416) (16,924) --
Issuance of common stock 958 646 895
Increase in short-term borrowings 684 704 2,826
Decrease in long-term debt (827) (2,170) (1,172)
------- ------- -------
Net cash used in financing activities (28,142) (36,685) (14,725)
------- ------- -------
Effect of exchange rate changes on cash and cash
equivalents 111 (149) (447)
------- ------- -------
Increase (Decrease) in Cash and Cash Equivalents 1,834 (1,143) 2,781
Cash and Cash Equivalents at Beginning of Year 38,968 40,111 37,330
------- ------- -------
Cash and Cash Equivalents at End of Year $40,802 $38,968 $40,111
======= ======= =======
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements.
Crawford & Company| 17
<PAGE> 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993
1. SUMMARY OF MAJOR ACCOUNTING AND REPORTING POLICIES
NATURE OF OPERATIONS
The Company is a worldwide diversified service firm which provides claims
services, risk management services, disability management, risk control
services and risk management information services to insurance companies,
self-insured corporations and governmental entities. The majority of the
Company's revenues are derived from domestic claims services, including risk
management services.
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of the
Company and its subsidiaries after elimination of all significant intercompany
transactions.
The financial statements of the Company's international claims adjusting firm,
Crawford & Company International, Inc. (CCI), are included in the Company's
consolidated financial statements on a delayed basis in order to provide
sufficient time for accumulation of CCI's worldwide results. This reporting
delay, previously three months, was changed to two months during
1995. Accordingly, the Company's December 31, 1995 and 1994 consolidated
financial statements reflect the financial position of CCI as of October 31,
1995 and September 30, 1994, respectively, and the results of CCI's operations
and cash flows for the thirteen-month period ended October 31, 1995 and the
twelve-month periods ended September 30, 1994 and 1993. This change had no
material effect on the Company's financial position, results of operations or
cash flows.
FOREIGN CURRENCY TRANSLATION
The financial statements of the Company's foreign subsidiaries are translated
into U.S. dollars at current exchange rates. Resulting translation adjustments
are accumulated as a component of shareholders' investment and excluded from
net income.
CASH FLOWS
The Company considers all highly liquid investments purchased with a maturity
of three months or less to be cash equivalents for purposes of the statements
of cash flows.
INCOME TAXES
The Company accounts for certain income and expense items differently for
financial reporting and income tax purposes. Provisions for deferred taxes are
made in recognition of these temporary differences. The most significant
differences result from prepayment of pension costs, the use of accelerated
depreciation methods and deferred recognition of unbilled revenues for income
tax purposes; and deferred revenue, self-insurance, employee compensation and
receivables valuation reserves provided for financial reporting purposes.
PROPERTY AND DEPRECIATION
The Company depreciates the cost of property and equipment over the estimated
useful lives of the related assets. The estimated useful lives and depreciation
methods for the principal property and equipment classifications are as
follows:
<TABLE>
<CAPTION>
ESTIMATED
CLASSIFICATION USEFUL LIVES METHOD
<S> <C> <C>
Furniture and Straight-line
fixtures 3-10 years and double-
declining balance
Data processing
equipment 3-5 years Straight-line
Automobiles 3-4 years Straight-line
Buildings and
improvements 7-40 years Straight-line
</TABLE>
Maintenance and repairs are charged to expense as incurred. Renewals and
betterments are capitalized. The cost of property retired or sold and the
related accumulated depreciation are removed from the applicable accounts, and
the resulting gains and losses are reflected in the consolidated statements of
income.
INTANGIBLE ASSETS
Other assets include the following intangible assets (net of amortization)
arising from acquisitions:
<TABLE>
<CAPTION>
1995 1994
in thousands of dollars
<S> <C> <C>
Amortized over fifteen years $ 1,050 $ 1,109
Amortized over twenty years 4,460 4,879
Amortized over forty years 50,221 45,696
------- -------
$55,731 $51,684
======= =======
</TABLE>
Goodwill in excess of associated expected operating cash flows is considered to
be impaired and is written down to fair value.
REVENUE RECOGNITION
Revenue is recognized in unbilled revenues as services are provided. Deferred
revenues represent the unearned portion of fees derived from certain annual
fixed-rate claim service agreements.
MANAGEMENT'S USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
18 |Crawford & Company
<PAGE> 7
SELF-INSURED RISKS
The Company self-insures certain insurable risks consisting primarily of
professional liability, employee medical and disability, workers compensation
and auto liability.
Insurance coverage is obtained for catastrophic property and casualty exposures
(including professional liability on a claims-made basis), as well as those
risks required to be insured by law or contract. Provision for claims under the
self-insured program is recorded based on the Company's estimate of the
aggregate liability for claims incurred. At December 31, 1995 and 1994, accrued
self-insured risks totaled $15,185,000 and $15,340,000, respectively, including
current liabilities of $7,838,000 and $8,230,000, respectively.
INDUSTRY CONCENTRATION AND MAJOR CUSTOMER
Substantial portions of the Company's revenues and accounts receivable are
derived from the property and casualty insurance industry.
Services provided to an insurance holding company and its subsidiaries
approximated 12% of consolidated revenues in 1995, 14% in 1994 and 16% in 1993.
NET INCOME PER SHARE
Net income per share is computed based on the weighted average number of total
common shares outstanding of Class A and Class B during the respective years.
The effect of common stock equivalents is less than 3% dilutive and, therefore,
is not included in the computation.
ACCOUNTING CHANGES
Effective January 1, 1993, the Company adopted new accounting standards for
postretirement benefits other than pensions, other postemployment benefits, and
income taxes, by reflecting the cumulative effects of the changes in income
upon adoption. The cumulative effects (to January 1, 1993) of these accounting
changes are detailed below:
<TABLE>
<CAPTION>
in thousands of dollars
<S> <C>
Postretirement benefits other than pensions,
net of related income taxes of $1,890 $(2,835)
Other postemployment benefits, net
of related income taxes of $160 (240)
Income taxes 500
-------
$(2,575)
=======
</TABLE>
Effective January 1, 1994, the Company implemented Financial Accounting
Standard (FAS) No. 115, "Accounting for Certain Investments in Debt and Equity
Securities." The Company generally invests its excess cash in short-term debt
securities and has engaged an outside money manager to manage its short-term
investment portfolio in accordance with investment guidelines established by
the Company. Accordingly, the Company has classified its entire portfolio of
debt securities as "trading securities." In accordance with FAS No. 115, these
securities are reported at their estimated fair value in the accompanying
financial statements, with unrealized holding gains and losses included in
earnings. This change in accounting principle had no material effect on the
Company's financial position, results of operations or cash flows.
RECLASSIFICATIONS
Certain reclassifications of prior year amounts have been made in the
accompanying consolidated balance sheets to conform to the current year
presentation. In addition, costs associated with the Company's distributed
branch computer network totaling $22,808,000, $19,843,000 and $19,397,000 in
1995, 1994 and 1993, respectively, were reclassified from selling, general and
administrative expenses to costs of services provided in the accompanying
consolidated statements of income.
2. RETIREMENT PLANS
The Company and its subsidiaries sponsor various defined contribution and
defined benefit retirement plans covering substantially all employees. Employer
contributions under the Company's defined contribution plans are determined
annually, based on employee contributions, a percentage of each covered
employee's compensation, and the profitability of the Company. The cost of
these plans totaled $3,493,000, $4,216,000 and $4,331,000 in 1995, 1994 and
1993, respectively.
Benefits payable under the Company's defined benefit plans are generally based
on career compensation. The Company's funding policy is to make cash
contributions in amounts sufficient to maintain the plans on an actuarially
sound basis, but not in excess of deductible amounts permitted under federal
income tax regulations. Plan assets are invested primarily in equity and fixed
income securities.
Crawford & Company| 19
<PAGE> 8
Pension expense related to the defined benefit plans in 1995, 1994 and 1993
included the following components:
<TABLE>
<CAPTION>
1995 1994 1993
in thousands of dollars
<S> <C> <C> <C>
Service costs of
benefits $ 9,160 $ 8,832 $ 6,698
Interest costs on
projected benefit
obligations 14,673 12,711 11,505
Actual return on
plan assets (24,183) 4,211 (12,525)
Net amortization
and deferrals 10,572 (16,749) 1,857
------- ------- -------
Pension expense $10,222 $ 9,005 $ 7,535
======= ======= =======
</TABLE>
The following schedule reconciles the funded status of the plans with amounts
reported in the Company's balance sheets at December 31, 1995 and 1994:
<TABLE>
<CAPTION>
1995 1994
in thousands of dollars
<S> <C> <C>
Accumulated benefit obligation
at September 30:
Vested portion $167,527 $131,249
Nonvested portion 12,607 12,641
-------- --------
180,134 143,890
Effect of projected future
compensation levels 27,360 23,452
-------- --------
Projected benefit obligation
at September 30 207,494 167,342
Less: Fair market value of plan
assets at September 30 199,680 156,493
-------- --------
Unfunded projected benefit
obligation 7,814 10,849
Contributions made in fourth
quarter (2,300) --
Unrecognized net transition asset 477 556
Unrecognized net loss (37,420) (34,905)
-------- --------
Net prepaid pension cost (31,429) (23,500)
Less pension obligation
included in other
accrued liabilities (2,814) --
-------- --------
Prepaid pension included
in other assets $(34,243) $(23,500)
======== ========
</TABLE>
The discount rate and rate of increase in future compensation levels used in
determining the projected benefit obligations ranged from 7.5% to 8% and 5% to
5.5%, respectively, at September 30, 1995, and were 8% and 5%, respectively, at
September 30, 1994. The expected long-term rate of return on plan assets used
in determining net periodic pension costs ranged from 8% to 9.25% in 1995 and
was 9.25% in 1994.
3. POSTRETIREMENT MEDICAL AND OTHER POSTEMPLOYMENT BENEFITS
Certain retirees and a fixed number of long-term employees are entitled to
receive postretirement medical benefits under the Company's various medical
benefit plans. Effective January 1, 1993, the Company adopted FAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions," which
requires that the expected cost of such benefits be charged to expense during
the years that employees render service. The cumulative effect to January 1,
1993, of this accounting change reduced first quarter 1993 net income by $2.8
million (the equivalent of $0.08 per share of common stock), net of $1.9
million of deferred income tax benefits. The effect of this accounting change
on 1993 income before cumulative effects of accounting changes was not
material.
Net postretirement medical benefit expense for 1995 and 1994, exclusive of the
transition obligation, includes the following components:
<TABLE>
<CAPTION>
1995 1994
in thousands of dollars
<S> <C> <C>
Service cost of benefits $ 40 $ 40
Interest cost on Accumulated
Postretirement Benefit
Obligation (APBO) 594 594
---- ----
$634 $634
==== ====
</TABLE>
The APBO at December 31, 1995 and 1994 was comprised of the following:
<TABLE>
<CAPTION>
1995 1994
in thousands of dollars
<S> <C> <C>
Retirees $5,099 $4,676
Eligible active participants 1,466 1,342
Other active participants 1,491 1,357
------ ------
8,056 7,375
Unrecognized net gain (loss) (118) 65
------ ------
Postretirement Medical Benefit
Obligation recognized in
balance sheets $7,938 $7,440
====== ======
</TABLE>
The discount rate used in determining the APBO was 7.5% and 8% for 1995 and
1994, respectively. The assumed rate of increase in the per capita costs of
covered healthcare benefits (the healthcare cost trend rate) was 12% in 1995,
decreasing gradually to 6.0% by the year 2004.
20 |Crawford & Company
<PAGE> 9
The effect of increasing the healthcare cost trend rate by one percentage point
in each year would increase the APBO, which is unfunded, by approximately
$759,000 and the total service and interest cost components of the 1995 and
1994 net postretirement benefit cost by approximately $76,000.
Effective January 1, 1993, the Company also adopted the provisions of FAS No.
112, "Employers' Accounting for Postemployment Benefits." This standard
requires recognizing postemployment benefits, including disability-related
medical benefits, on the accrual basis of accounting. The cumulative effect to
January 1, 1993, of this accounting change reduced first quarter 1993 net
income by $240,000 (the equivalent of $0.01 per share), net of $160,000 of
deferred income tax benefits. The effect of this accounting change on 1993
income before cumulative effects of accounting changes was not material.
4. INCOME TAXES
The provisions for income taxes consist of the following:
<TABLE>
<CAPTION>
1995 1994 1993
in thousands of dollars
<S> <C> <C> <C>
Currently payable $19,155 $27,240 $12,197
Current deferred (1,442) 703 13,501
Noncurrent deferred 6,647 (493) 1,102
------- ------- -------
$24,360 $27,450 $26,800
======= ======= =======
</TABLE>
Cash payments for income taxes were $18,571,000 in 1995, $22,796,000 in 1994
and $19,739,000 in 1993.
The provisions for income taxes are reconciled to the federal statutory
rates of 35% in 1995, 1994 and 1993, as follows:
<TABLE>
<CAPTION>
1995 1994 1993
in thousands of dollars
<S> <C> <C> <C>
Federal income taxes
at statutory rate $21,133 $23,818 $22,698
State income taxes,
net of federal benefit 2,512 3,079 2,976
Other 715 553 1,126
------- ------- -------
$24,360 $27,450 $26,800
======= ======= =======
</TABLE>
The provisions for income taxes include foreign income taxes of $2,541,000 in
1995, $1,831,000 in 1994 and $837,000 in 1993. The Company does not provide for
additional U.S. and foreign income taxes on undistributed earnings considered
to be permanently reinvested in its foreign subsidiaries.
At December 31, 1995, such undistributed earnings totaled $12,441,000.
Effective January 1, 1993, the Company adopted FAS No. 109, "Accounting For
Income Taxes," which changed the manner of accounting for income taxes. The
cumulative effect of this change in accounting principle to January 1, 1993,
increased first quarter 1993 net income by $500,000 (the equivalent of $0.02
per share). The effect of this accounting change on 1993 income before
cumulative effects of accounting changes was not material.
Deferred income taxes consisted of the following at December 31, 1995 and 1994:
<TABLE>
<CAPTION>
1995 1994
in thousands of dollars
<S> <C> <C>
Accounts receivable reserves $ 884 $ 553
Accrued compensation 4,040 4,491
Self-insured risks 6,901 6,146
Deferred revenues 10,401 10,325
Postretirement benefits 3,175 2,976
Other 2,427 1,869
-------- -------
Gross deferred tax assets 27,828 26,360
-------- -------
Unbilled revenues 10,862 11,094
Depreciation and amortization 7,820 8,189
Prepaid pension obligation 17,706 9,719
Other 179 892
-------- -------
Gross deferred tax liabilities 36,567 29,894
-------- -------
Net deferred tax liability (8,739) (3,534)
Less noncurrent net deferred
tax liability (14,854) (8,207)
-------- -------
Current net deferred tax asset $ 6,115 $ 4,673
======== =======
</TABLE>
5. COMMON STOCK
The Company has two classes of Common Stock outstanding, Class A Common Stock
and Class B Common Stock. These two classes of stock have essentially identical
rights, except that shares of Class A Common Stock generally do not have any
voting rights. Under the Company's Articles of Incorporation, amended as of
July 24, 1990, the Board of Directors may pay higher (but not lower) cash
dividends on the nonvoting Class A Common Stock than on the voting Class B
Common Stock.
The Company's stock option plans provide for the granting of stock options to
key employees at prices not less than 100% of the market price of the stock as
of the grant date. The options, which have an option life of ten years from the
date of grant, are exercisable at various dates through December 2005.
Crawford & Company| 21
<PAGE> 10
As of December 31, 1995, the Company had reserved 2,116,510 authorized but
unissued Class A shares for issuance under the plans (including 1,054,885
shares available for future grants) and 229,620 authorized but unissued Class B
shares.
The activity under the plans for the years 1995, 1994 and 1993 was as follows:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
CLASS A COMMON STOCK
(NONVOTING)
Outstanding, beginning
of year 1,024,085 928,457 820,157
Options granted 231,100 244,100 191,900
Options exercised (60,580) (45,612) (70,565)
Options forfeited (132,980) (102,860) (13,035)
--------- --------- -------
Outstanding,
end of year 1,061,625 1,024,085 928,457
========= ========= =======
Exercisable, end of year 431,475 472,800 381,447
========= ========= =======
CLASS B COMMON STOCK
(VOTING)
Outstanding, beginning
of year 300,555 358,452 428,037
Options exercised (53,060) (43,282) (65,935)
Options forfeited (17,875) (14,615) (3,650)
========= ========= =======
Outstanding, end of year 229,620 300,555 358,452
========= ========= =======
Exercisable, end of year 229,620 277,395 272,552
========= ========= =======
</TABLE>
Options granted prior to the July 24, 1990 amendment to the Articles of
Incorporation are exercisable for one share of Class B Common Stock and one
share of Class A Common Stock. At December 31, 1995, these outstanding options
have option prices ranging from $11.33 to $33.75. Exercisable options have
option prices ranging from $11.33 to $33.75. Options were exercised during the
year at prices ranging from $11.33 to $31.13.
Options granted after July 24, 1990 are exercisable for one share of Class A
Common Stock. At December 31, 1995, these outstanding options have option
prices ranging from $11.75 to $25.00. Exercisable options have option prices
ranging from $11.75 to $25.00. Options were exercised during the year at prices
ranging from $15.75 to $16.38.
6. LEASE COMMITMENTS AND OBLIGATIONS
The Company and its subsidiaries lease office space and certain computer
equipment under operating leases. In addition, the Company leases a major
portion of its automobile fleet under 12-month operating leases that require
the Company to guarantee specified residual values and monthly rental payments
for up to two months after the end of the lease term. License and maintenance
costs related to the leased vehicles are paid by the Company. Rental expense
for all operating leases was was $49,122,000 in 1995, $46,512,000 in 1994 and
$49,160,000 in 1993, including rental expense for automobile leases of
$13,531,000 in 1995, $12,474,000 in 1994 and $13,172,000 in 1993.
The Company also leases certain computer and office equipment under capital
leases with terms ranging from 24 to 60 months. The Company incurred no such
capital lease obligations in 1995, $60,000 in 1994 and $160,000 in 1993. These
transactions represent noncash investing and financing activities and
consequently have been excluded from the accompanying consolidated statements
of cash flows.
At December 31, 1995, future minimum payments under capital leases and
noncancellable operating leases with remaining terms of more than 12 months
were as follows:
<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
in thousands of dollars
<S> <C> <C>
1996 $ 75 $30,221
1997 36 21,219
1998 22 12,048
1999 -- 8,337
2000 -- 3,191
Subsequent to 2000 -- 8,922
---- -------
Total minimum lease payments 133 $83,938
=======
Amount representing interest 16
----
Present value of future minimum
lease payments (See Note 9) $117
====
</TABLE>
7. ACQUISITIONS
On April 30, 1994, the Company acquired the stock
of Finnamore & Partners Ltd. ("Finnamore"), a Canadian loss adjusting firm. On
September 30 and November 30, 1994, the Company acquired the stock of Arnold &
Green Ltd. ("A & G") and the Brocklehurst Group ("Brocklehurst"), respectively,
two loss adjusting firms based in the United Kingdom. These businesses were
acquired for $17.2 million in cash and $10.4 million in notes payable. The
Company acquired assets with a fair value of $47.2 million, including $24.7
million of intangible assets, and assumed liabilities of $19.6 million. These
transactions were accounted for by the purchase method of accounting.
The financial statements of Finnamore, A & G and Brocklehurst are included in
the Company's statements on a delayed basis in order to provide sufficient time
for the accumulation of their operating results. Accordingly, the December 31,
1994 consolidated balance sheet includes the Finnamore and Brocklehurst balance
sheets as of November 30, 1994, and the A & G balance sheet as of September 30,
1994. The Company's 1994 consolidated statement of
22 |Crawford & Company
<PAGE> 11
income reflects the results of Finnamore for the seven-month period ended
November 30, 1994, but does not include any revenues or expenses relating to A
& G or Brocklehurst operations.
The following table presents unaudited pro forma operating results as if these
acquisitions had occurred on January 1, 1993. The information included in the
table reflects certain pro forma adjustments, including adjustments to reflect
the loss of investment income and amortization of intangibles.
<TABLE>
<CAPTION>
1994 1993
Unaudited
(in thousands of dollars,
except per share data)
<S> <C> <C>
Revenues $630,758 $625,435
Income before income taxes 69,653 67,067
Income before accounting changes 41,267 38,966
Income per share before
accounting changes 1.16 1.08
</TABLE>
The pro forma results do not purport to be indicative of results that actually
would have occurred had the acquisitions taken place on January 1, 1993, nor
are they intended to be a projection of future results.
8. FOREIGN OPERATIONS
The Company provides claims services through branch offices located in
approximately 40 countries outside the United States. Selected financial
information as of December 31, 1995, 1994 and 1993, covering the Company's
foreign operations is presented below:
<TABLE>
<CAPTION>
U.S. FOREIGN CONSOLIDATED
OPERATIONS OPERATIONS TOTALS
in thousands of dollars
<S> <C> <C> <C>
1995
Revenues $523,367 $ 84,210 $607,577
Pretax Income 57,368 3,012 60,380
Total Assets 256,417 110,566 366,983
1994
Revenues $541,969 $ 45,812 $587,781
Pretax Income 66,749 1,302 68,051
Total Assets 250,923 105,458 356,381
1993
Revenues $533,582 $ 42,716 $576,298
Pretax Income (Loss) 65,966 (1,116) 64,850
Total Assets 268,085 58,178 326,263
</TABLE>
9. LONG-TERM DEBT AND SHORT-TERM BORROWINGS
Long-term debt at December 31, 1995 and 1994 consisted of the following:
<TABLE>
<CAPTION>
1995 1994
in thousands of dollars
<S> <C> <C>
Unsecured convertible loan
notes issued in connection
with acquisition of foreign
subsidiary; non interest
bearing; due November 1997 $7,900 $7,823
6% loan notes issued in
connection with acquisition
of foreign subsidiary; payable
annually through October 1997 1,464 2,115
Loan note issued in connection
with acquisition of foreign
subsidiary; non interest bearing;
payable annually through 2000
based on earnings levels attained 526 482
Loan notes issued in
connection with acquisition of
foreign subsidiary; variable interest,
currently 4.75%; paid in full
December 1995 -- 409
Mortgage payable,
secured by building 277 286
Capital leases (see Note 6) 117 145
------ ------
10,284 11,260
Less current installments (872) (1,298)
------ ------
$9,412 $9,962
====== ======
</TABLE>
The convertible loan notes are convertible into Crawford Class A Common Stock
based on certain factors, including the market price of the stock and currency
exchange (approximately 500,000 shares based on the market price and currency
exchange at December 31, 1995 and 1994).
The Company maintains credit lines with banks in order to meet seasonal working
capital requirements or other financing needs that may arise. Short-term
borrowings totaled $10.2 million and $9.1 million at December 31, 1995 and
1994, respectively. The weighted average interest rate on short-term borrowings
during 1995 and 1994 was 6.9% and 6.5%, respectively.
Crawford & Company| 23
<PAGE> 12
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
[ARTHUR ANDERSEN LLP LOGO]
To the Stockholders of Crawford & Company:
We have audited the consolidated balance sheets of CRAWFORD & COMPANY (a
Georgia corporation) AND SUBSIDIARIES as of December 31, 1995 and 1994 and the
related consolidated statements of income, shareholders' investment, and cash
flows for each of the three years in the period ended December 31, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We did not audit the 1994 and 1993 financial statements of certain
foreign operations, which statements reflect approximately 7% of consolidated
assets in 1994 and approximately 4% of consolidated revenues in 1994 and 1993.
Those statements were audited by other auditors whose report has been furnished
to us, and our opinion, in so far as it relates to the amounts included for
those entities, is based solely on the report of other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Crawford & Company and
subsidiaries as of December 31, 1995 and 1994 and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1995 in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
Atlanta, Georgia
January 30, 1996
MANAGEMENT'S DISCUSSION AND ANALYSIS
of Financial Condition and Results of Operations
FINANCIAL CONDITION
At December 31, 1995, current assets exceeded current liabilities by
approximately $139.3 million, an increase of $3.5 million over the working
capital balance at December 31, 1994. Cash and cash equivalents at the end of
1995 totaled $40.8 million, increasing $1.8 million from the balance at the end
of 1994. Short-term investments totaled $5.6 million at December 31, 1995,
decreasing from $18.8 million at December 31, 1994. During 1995, cash was
generated primarily from operating activities, while the principal uses of cash
were for dividends paid to shareholders, contributions to the Company's
retirement trust, acquisitions of property and equipment and the repurchase of
common stock. At December 31, 1995, the ratio of current assets to current
liabilities was 2.5 to 1 compared with 2.3 to 1 at the end of 1994.
During 1994, the Company announced that it may purchase up to an aggregate of
2,000,000 shares of its Class A and Class B Common Stock through open market
purchases. Through December 31, 1995, the Company has reacquired 883,400 shares
of its Class A Common Stock and 809,100 shares of its Class B Common Stock at
an average cost of $15.50 and 15.63 per share, respectively.
The Company maintains credit lines with banks in order to meet seasonal working
capital requirements of its foreign subsidiaries or other financing needs that
may arise. Short-term borrowings outstanding as of December 31, 1995, totaled
$10.2 million, as compared to $9.1 million at the end of 1994. The Company
believes that its current financial resources, together with funds generated
from operations and existing and potential long-term borrowing capabilities,
will be sufficient to maintain its current operations.
The Company does not engage in any hedging activities to compensate for the
effect of exchange rate fluctuations on the operating results of its foreign
subsidiaries. Foreign currency denominated debt is maintained primarily to
hedge the currency exposure of its net investment in foreign operations.
Shareholders' investment at the end of 1995 was $220.9 million, compared with
$213.2 million at the end of 1994. Long-term debt totaled $9.4 million at
December 31, 1995, or approximately 4.3% of shareholders' investment.
RESULTS OF OPERATIONS
1995 COMPARED WITH 1994
REVENUES
Revenues from services provided increased by 3.4%, or $19.8 million, during
1995. Unit volume, measured principally by chargeable hours and excluding
acquisitions, decreased approximately 5.8% during 1995. This decrease was
partially offset by changes in the mix of services provided and in the rates
charged for those services, the combined effects of which increased revenues by
approximately 2.4% during 1995. The Company's fourth quarter 1994 acquisitions
of the Brocklehurst Group and Arnold & Green Ltd., two loss adjusting firms
based in the United Kingdom, and the acquisition of Finnamore & Partners Ltd.,
a Canadian loss adjusting firm, in the second quarter of 1994, increased
revenues by 6.8% during 1995.
Effective January 1, 1995, the Company changed its method of reporting its
principal service categories to correspond with internal
24 |Crawford & Company
<PAGE> 13
management reporting. Accordingly, risk control and information consulting
services, previously disclosed as other risk management services, are now
reported as a component of domestic claims services along with certain
disability management services which are closely aligned with the Company's
risk management services. International claims and disability management
services, previously reported as components of claims services and disability
management services, are now reported as international operations.
Domestic revenues from Claims Services to insurance companies and Risk
Management Services to self-insured clients totaled $402.3 million for 1995,
down 1.1% from related 1994 revenues of $406.7 million. These declines reflect
lower claims frequency throughout the property and casualty insurance industry
and increased competition in the self-insured corporate market. The Company
generated $29.1 million in revenue from services provided by its "catastrophe"
adjusters during 1995, principally to clients affected by natural or man-made
disasters, including hurricanes, floods, hail storms, oil spills and
chemical-related incidents. During 1994, such revenue approximated $35.0
million.
Domestic revenues from Disability Management Services, which serves both the
insurance company and self-insured markets, totaled $92.0 million for 1995, a
decrease of 7.8% from 1994 revenues of $99.7 million. The demand for these
services continues to be affected by regulatory changes and other medical cost
containment alternatives such as health maintenance organizations as well as
increased competition in the self-insured corporate market.
Revenues from the Company's international operations increased to $84.2 million
in 1995, from $46.3 million in 1994. These increases result primarily from the
Company's late 1994 acquisitions in the United Kingdom and strong Canadian
growth.
COMPENSATION AND FRINGE BENEFITS
The Company's most significant expense is the compensation of its employees,
including related payroll taxes and fringe benefits. These expenses decreased
from 64.8% of revenues in 1994 to 64.0% in 1995. This decrease is primarily due
to lower employee group medical and workers compensation costs and a decrease
in incentive compensation expense, which is based on growth in earnings.
Salaries and wages of personnel other than contract managers increased by 7.0%,
from $278.4 million in 1994 to $298.0 million in 1995. Contract managers'
compensation is based on the operating income of the offices which they manage.
Compensation of these managers totaled $30.7 million during 1995, declining
23.8% from related 1994 costs of $40.3 million.
Payroll taxes and fringe benefits totaled $60.2 million in 1995, decreasing
2.9% from 1994 costs of $62.0 million, due primarily to lower employee group
medical and workers compensation costs.
EXPENSES OTHER THAN COMPENSATION
AND FRINGE BENEFITS
Expenses other than compensation and related payroll taxes and fringe benefits
approximated 26.0% of revenues for 1995, compared to 23.6% of revenues for
1994. These increases resulted principally from an increase in systems
development costs associated with the development of systems designed to
enhance the Company's service delivery to its clients, higher automobile fleet
costs and increases in other operating costs related to the Company's late 1994
acquisitions in the United Kingdom.
RESULTS OF OPERATIONS
1994 COMPARED WITH 1993
REVENUES
Revenues from services provided increased by 2%, or $11.5 million, during 1994.
Unit volume, measured principally by chargeable hours, decreased approximately
1.1% during 1994. This decline was more than offset by the combined effects of
changes in the mix of services provided and in the rates charged for those
services, which increased revenues by approximately 3.1% during 1994.
Domestic revenues from Claims Services to insurance companies and Risk
Management Services to self-insured clients totaled $406.7 million for 1994,
increasing 2.7% from related 1993 revenues of $396.2 million. The Company
encountered strong competition in the self-insured corporate market segment,
particularly from insurers attempting to capture a larger share of the
corporate market. As a consequence, the Company's revenues from Risk Management
Services to self-insured clients declined during 1994, partially offsetting
solid growth in revenues from domestic claims services provided to property and
casualty insurers. The Company generated approximately $35 million in revenue
from services provided by the Company's "catastrophe" adjusters during 1994,
principally to clients affected by natural or man-made disasters, including
earthquakes, floods, oil spills and chemical-related incidents. During 1993,
such revenue approximated $31 million.
Domestic revenues from Disability Management Services, which serves both the
insurance company and self-insured markets, totaled $99.7 million for 1994, a
decrease of 7.4% from the $107.8 million reported for 1993. The demand for
these services was affected by the uncertainty regarding health care reform
legislation and the competitive environment in the corporate market.
Revenues from the Company's international operations increased to $46.3 million
in 1994, from $43.1 million in 1993. This increase resulted primarily from
strong Canadian growth.
COMPENSATION AND FRINGE BENEFITS
The Company's most significant expense is the compensation of its employees,
including related payroll taxes and fringe benefits. These expenses increased
from 63.6% of revenues in 1993 to 64.8% in 1994, primarily due to higher
employee group medical and pension costs and an increase in incentive
compensation expense, which is based on growth in earnings.
Salaries and wages of personnel other than contract managers increased by 3.6%,
from $268.6 million in 1993 to $278.4 million in 1994. Contract managers'
compensation is based on the operating income of the offices which they manage.
Compensation of these managers totaled $40.3 million during 1994, substantially
unchanged from related 1993 costs of $40.2 million.
Payroll taxes and fringe benefits totaled $62.0 million in 1994, increasing
7.6% from 1993 costs of $57.6 million, due primarily to higher employee group
medical and pension costs.
EXPENSES OTHER THAN COMPENSATION
AND FRINGE BENEFITS
Expenses other than compensation and fringe benefits totaled
$139.0 million in 1994, down 4.2% from $145.1 million in 1993, due primarily to
lower automobile fleet costs and a reduction in the provision for bad debts.
Crawford & Company| 25
<PAGE> 14
QUARTERLY FINANCIAL DATA
<TABLE>
<CAPTION>
1995 1994 1993
in thousands of dollars except per share data
Quarterly Financial Data (Unaudited), Dividend
Information and Common Stock Quotations
<S> <C> <C> <C>
First Quarter:
Revenues $148,649 $148,792 $147,956
Income before income taxes 15,884 16,892 15,338
Income before cumulative effects of
accounting changes 9,478 10,087 9,238
Cumulative effects of
accounting changes -- -- (2,575)
Net income 9,478 10,087 6,663
Per share amounts:
Income before cumulative effects of
accounting changes 0.27 0.28 0.26
Cumulative effects of
accounting changes -- -- (0.07)
Net income 0.27 0.28 0.19
Cash dividends per share:
Class A Common Stock 0.1450 0.1400 0.1300
Class B Common Stock 0.1350 0.1250 0.1100
Common stock quotations:
Class A - High 15.75 17.75 23.00
Class A - Low 14.50 15.75 21.13
Class B - High 16.00 16.75 24.25
Class B - Low 14.63 15.13 21.75
Second Quarter:
Revenues $150,863 $147,824 $146,420
Income before income taxes 11,026 17,478 16,116
Net income 6,580 10,433 9,716
Net income per share 0.19 0.29 0.27
Cash dividends per share:
Class A Common Stock 0.1450 0.1400 0.1300
Class B Common Stock 0.1350 0.1250 0.1100
Common stock quotations:
Class A - High 17.50 17.13 22.38
Class A - Low 15.50 15.63 16.00
Class B - High 17.75 16.75 22.38
Class B - Low 15.75 14.88 16.25
</TABLE>
- --------------------------------------------------------------------------------
The quotations listed in this table set forth the high and low closing prices
per share of Crawford & Company Class A Common Stock and Class B Common Stock,
respectively, as reported on the NYSE Composite Tape.
26 |Crawford & Company
<PAGE> 15
<TABLE>
<CAPTION>
1995 1994 1993
in thousands of dollars except per share data
<S> <C> <C> <C>
Third Quarter:
Revenues $150,954 $149,051 $144,308
Income before income taxes 15,806 18,806 18,734
Net income 9,431 10,776 10,154
Net income per share 0.27 0.30 0.28
Cash dividends per share:
Class A Common Stock 0.1450 0.1400 0.1300
Class B Common Stock 0.1350 0.1250 0.1100
Common stock quotations:
Class A - High 17.25 16.75 18.75
Class A - Low 14.75 15.50 15.88
Class B - High 17.63 16.38 18.50
Class B - Low 14.88 15.50 15.88
Fourth Quarter:
Revenues $157,111 $142,114 $137,614
Income before income taxes 17,664 14,875 14,662
Net income 10,531 9,305 8,942
Net income per share 0.30 0.27 0.25
Cash dividends per share:
Class A Common Stock 0.1450 0.1400 0.1300
Class B Common Stock 0.1350 0.1250 0.1100
Common stock quotations:
Class A - High 16.13 15.75 16.38
Class A - Low 15.25 14.50 15.50
Class B - High 16.63 16.00 16.75
Class B - Low 15.25 14.50 15.13
</TABLE>
- -------------------------------------------------------------------------------
The approximate number of record holders of the Company's stock as of February
1, 1996: Class A -- 1,389 and Class B -- 1,133.
Crawford & Company| 27
<PAGE> 16
SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
For the years ended December 31, 1995, in thousands of dollars except share and per share data
1994, 1993, 1992 and 1991
<S> <C> <C> <C> <C> <C>
Revenues $ 607,577 $ 587,781 $ 576,298 $ 597,745 $ 538,027
Income Before
Accounting Changes 36,020 40,601 38,050 40,417 37,442
Income Per Share Before
Accounting Changes 1.03 1.14 1.06 1.13 1.05
Total Assets 366,983 356,381 326,263 316,889 292,512
Long-Term Debt 9,412 9,962 734 1,806 2,489
Cash Dividends Per Share:
Class A Common Stock 0.58 0.56 0.52 0.47 0.41
Class B Common Stock 0.54 0.50 0.44 0.40 0.35
Weighted Average
Shares Outstanding 34,851,425 35,723,496 35,984,448 35,835,401 35,656,345
</TABLE>
- -------------------------------------------------------------------------------
NOTE: Effective January 1, 1993, the Company adopted new accounting standards
for postretirement benefits other than pensions, other postemployment benefits,
and income taxes, by reflecting the cumulative effects of the changes in income
upon adoption. The cumulative effects (to January 1, 1993) of these accounting
changes are detailed in Note 1 to the accompanying consolidated financial
statements.
- --------------------------------------------------------------------------------
28 |Crawford & Company
<PAGE> 1
EXHIBIT 21.1
CRAWFORD & COMPANY
LISTING OF SUBSIDIARY CORPORATIONS*
<TABLE>
<CAPTION>
Jurisdiction in
Subsidiary Which Organized
---------- ---------------
<S> <C>
Crawford & Company of New York, Inc. New York
Risk Sciences Group, Inc. Delaware
Crawford & Company Insurance Adjusters, Ltd. Province of Ontario
Crawford and Company, Inc. (P.R.) Commonwealth of Puerto Rico
Crawford & Company (Bermuda) Limited Bermuda
Crawford & Company HealthCare Management, Inc. Delaware
Crawford & Company International, Inc. Georgia
Graham Miller International, Inc. Georgia
Crawford & Company International Limited England
Crawford/Brocklehurst, Ltd. England
Crawford Arnold & Green Limited England
Brocklehursts, Inc. California
Brocklehurst Miller, Inc. Texas
</TABLE>
* Excludes subsidiaries which, if considered in the aggregate as a
single subsidiary, would not constitute a significant subsidiary as of
the year ending December 31, 1995.
<PAGE> 1
(Logo) ARTHUR ANDERSEN LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our reports included or incorporated by reference in this Form 10-K into
Crawford & Company's previously filed Registration Statement File Nos. 2-78989,
33-22595, 33-47536 and 33-36116.
/s/ Arthur Andersen LLP
Atlanta, Georgia
March 18, 1996
<PAGE> 1
(logo) DELOITTE & TOUCHE
Exhibit 23.2
Chartered Accountants Telephone: National 171 936 3000
Deloitte & Touche International + 44 171 936 3000
Stonecutter Court Telex: 884739 TRLNDN G
1 Stonecutter Street Fax (Gp.3): 0171 583 1198
London EC4A 4TR LDE: DX 599
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements
2-79898, 33-22595, 33-36116, and 33-47536 of Crawford and Company on Form S-8
of our report dated December 1, 1994, appearing in this Annual Report on From
10-K of Craford and Company for the year ended December 31, 1995.
/s/ DELOITTE & TOUCHE
DELOITTE & TOUCHE
March 18, 1996
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of CRAWFORD & COMPANY, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints JUDD F. OSTEN and DONALD R.
CHAPMAN, and each of them, his or her true and lawful attorney-in-fact and
agent to sign (1) the Corporation's Annual Report on Form 10-K for the year
ended December 31, 1995; (2) the Registration Statement on Form S-8 covering
1,000,000 shares of the Class A Common Stock of the Corporation related to the
1996 Employee Stock Purchase Plan, and any and all amendments to, and
supplements to any prospectus contained in, such Registration Statement and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; and (3) any other reports or registration statements
to be filed by the Corporation with the Securities and Exchange Commission
and/or any national securities exchange under the Securities Exchange Act of
1934, as amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection with any such
reports or registration statements or reports or amendments thereto; and in
connection with the foregoing, to do any and all acts and things and execute
any and all instruments which such attorneys-in-fact and agents may deem
necessary or advisable to enable this Corporation to comply with the securities
laws of the United States and of any State or other political subdivision
thereof; hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
30th day of January, 1996.
/s/ Virginia C. Crawford
<PAGE> 1
EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of CRAWFORD & COMPANY, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints JUDD F. OSTEN and DONALD R.
CHAPMAN, and each of them, his or her true and lawful attorney-in-fact and
agent to sign (1) the Corporation's Annual Report on Form 10-K for the year
ended December 31, 1995; (2) the Registration Statement on Form S-8 covering
1,000,000 shares of the Class A Common Stock of the Corporation related to the
1996 Employee Stock Purchase Plan, and any and all amendments to, and
supplements to any prospectus contained in, such Registration Statement and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; and (3) any other reports or registration statements
to be filed by the Corporation with the Securities and Exchange Commission
and/or any national securities exchange under the Securities Exchange Act of
1934, as amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection with any such
reports or registration statements or reports or amendments thereto; and in
connection with the foregoing, to do any and all acts and things and execute
any and all instruments which such attorneys-in-fact and agents may deem
necessary or advisable to enable this Corporation to comply with the securities
laws of the United States and of any State or other political subdivision
thereof; hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
30th day of January, 1996.
/s/ Jesse C. Crawford
<PAGE> 1
EXHIBIT 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of CRAWFORD & COMPANY, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints JUDD F. OSTEN and DONALD R.
CHAPMAN, and each of them, his or her true and lawful attorney-in-fact and
agent to sign (1) the Corporation's Annual Report on Form 10-K for the year
ended December 31, 1995; (2) the Registration Statement on Form S-8 covering
1,000,000 shares of the Class A Common Stock of the Corporation related to the
1996 Employee Stock Purchase Plan, and any and all amendments to, and
supplements to any prospectus contained in, such Registration Statement and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; and (3) any other reports or registration statements
to be filed by the Corporation with the Securities and Exchange Commission
and/or any national securities exchange under the Securities Exchange Act of
1934, as amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection with any such
reports or registration statements or reports or amendments thereto; and in
connection with the foregoing, to do any and all acts and things and execute
any and all instruments which such attorneys-in-fact and agents may deem
necessary or advisable to enable this Corporation to comply with the securities
laws of the United States and of any State or other political subdivision
thereof; hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
30th day of January, 1996.
/s/ Linda K. Crawford
<PAGE> 1
EXHIBIT 24.4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of CRAWFORD & COMPANY, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints JUDD F. OSTEN and DONALD R.
CHAPMAN, and each of them, his or her true and lawful attorney-in-fact and
agent to sign (1) the Corporation's Annual Report on Form 10-K for the year
ended December 31, 1995; (2) the Registration Statement on Form S-8 covering
1,000,000 shares of the Class A Common Stock of the Corporation related to the
1996 Employee Stock Purchase Plan, and any and all amendments to, and
supplements to any prospectus contained in, such Registration Statement and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; and (3) any other reports or registration statements
to be filed by the Corporation with the Securities and Exchange Commission
and/or any national securities exchange under the Securities Exchange Act of
1934, as amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection with any such
reports or registration statements or reports or amendments thereto; and in
connection with the foregoing, to do any and all acts and things and execute
any and all instruments which such attorneys-in-fact and agents may deem
necessary or advisable to enable this Corporation to comply with the securities
laws of the United States and of any State or other political subdivision
thereof; hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
30th day of January, 1996.
/s/ Jesse S. Hall
<PAGE> 1
EXHIBIT 24.5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of CRAWFORD & COMPANY, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints JUDD F. OSTEN and DONALD R.
CHAPMAN, and each of them, his or her true and lawful attorney-in-fact and
agent to sign (1) the Corporation's Annual Report on Form 10-K for the year
ended December 31, 1995; (2) the Registration Statement on Form S-8 covering
1,000,000 shares of the Class A Common Stock of the Corporation related to the
1996 Employee Stock Purchase Plan, and any and all amendments to, and
supplements to any prospectus contained in, such Registration Statement and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; and (3) any other reports or registration statements
to be filed by the Corporation with the Securities and Exchange Commission
and/or any national securities exchange under the Securities Exchange Act of
1934, as amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection with any such
reports or registration statements or reports or amendments thereto; and in
connection with the foregoing, to do any and all acts and things and execute
any and all instruments which such attorneys-in-fact and agents may deem
necessary or advisable to enable this Corporation to comply with the securities
laws of the United States and of any State or other political subdivision
thereof; hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
30th day of January, 1996.
/s/ J. Hicks Lanier
<PAGE> 1
EXHIBIT 24.6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of CRAWFORD & COMPANY, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints JUDD F. OSTEN and DONALD R.
CHAPMAN, and each of them, his or her true and lawful attorney-in-fact and
agent to sign (1) the Corporation's Annual Report on Form 10-K for the year
ended December 31, 1995; (2) the Registration Statement on Form S-8 covering
1,000,000 shares of the Class A Common Stock of the Corporation related to the
1996 Employee Stock Purchase Plan, and any and all amendments to, and
supplements to any prospectus contained in, such Registration Statement and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; and (3) any other reports or registration statements
to be filed by the Corporation with the Securities and Exchange Commission
and/or any national securities exchange under the Securities Exchange Act of
1934, as amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection with any such
reports or registration statements or reports or amendments thereto; and in
connection with the foregoing, to do any and all acts and things and execute
any and all instruments which such attorneys-in-fact and agents may deem
necessary or advisable to enable this Corporation to comply with the securities
laws of the United States and of any State or other political subdivision
thereof; hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
30th day of January, 1996.
/s/ Larry L. Prince
<PAGE> 1
EXHIBIT 24.7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of CRAWFORD & COMPANY, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints JUDD F. OSTEN and DONALD R.
CHAPMAN, and each of them, his or her true and lawful attorney-in-fact and
agent to sign (1) the Corporation's Annual Report on Form 10-K for the year
ended December 31, 1995; (2) the Registration Statement on Form S-8 covering
1,000,000 shares of the Class A Common Stock of the Corporation related to the
1996 Employee Stock Purchase Plan, and any and all amendments to, and
supplements to any prospectus contained in, such Registration Statement and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; and (3) any other reports or registration statements
to be filed by the Corporation with the Securities and Exchange Commission
and/or any national securities exchange under the Securities Exchange Act of
1934, as amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection with any such
reports or registration statements or reports or amendments thereto; and in
connection with the foregoing, to do any and all acts and things and execute
any and all instruments which such attorneys-in-fact and agents may deem
necessary or advisable to enable this Corporation to comply with the securities
laws of the United States and of any State or other political subdivision
thereof; hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
30th day of January, 1996.
/s/ Charles Flather
<PAGE> 1
EXHIBIT 24.8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of CRAWFORD & COMPANY, a Georgia corporation (the
"Corporation"), hereby constitutes and appoints JUDD F. OSTEN and DONALD R.
CHAPMAN, and each of them, his or her true and lawful attorney-in-fact and
agent to sign (1) the Corporation's Annual Report on Form 10-K for the year
ended December 31, 1995; (2) the Registration Statement on Form S-8 covering
1,000,000 shares of the Class A Common Stock of the Corporation related to the
1996 Employee Stock Purchase Plan, and any and all amendments to, and
supplements to any prospectus contained in, such Registration Statement and any
and all instruments and documents filed as a part of or in connection with such
amendments or supplements; and (3) any other reports or registration statements
to be filed by the Corporation with the Securities and Exchange Commission
and/or any national securities exchange under the Securities Exchange Act of
1934, as amended, and any and all amendments thereto, and any and all
instruments and documents filed as part of or in connection with any such
reports or registration statements or reports or amendments thereto; and in
connection with the foregoing, to do any and all acts and things and execute
any and all instruments which such attorneys-in-fact and agents may deem
necessary or advisable to enable this Corporation to comply with the securities
laws of the United States and of any State or other political subdivision
thereof; hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
30th day of January, 1996.
/s/ Forrest L. Minix
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 40,802
<SECURITIES> 5,596
<RECEIVABLES> 172,122
<ALLOWANCES> 10,303
<INVENTORY> 0
<CURRENT-ASSETS> 234,380
<PP&E> 121,307
<DEPRECIATION> 84,859
<TOTAL-ASSETS> 366,983
<CURRENT-LIABILITIES> 95,054
<BONDS> 9,412
0
0
<COMMON> 34,528
<OTHER-SE> 186,332
<TOTAL-LIABILITY-AND-EQUITY> 366,983
<SALES> 0
<TOTAL-REVENUES> 607,577
<CGS> 0
<TOTAL-COSTS> 439,029
<OTHER-EXPENSES> 108,168
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 60,380
<INCOME-TAX> 24,360
<INCOME-CONTINUING> 36,020
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 36,020
<EPS-PRIMARY> 1.03
<EPS-DILUTED> 0
</TABLE>
