<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Definitive Proxy Statement
/x/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
/ / Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
THE SEIBELS BRUCE GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
<PAGE>
/ / Fee paid previously with preliminary materials:
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
THE SEIBELS BRUCE GROUP, INC. P.O. BOX ONE, COLUMBIA, SC 29202-0001
- --------------------------------------------------------------------------------
803.748.2000
800.525.8835
May 12, 1998
To My Fellow Shareholders:
Recently, you received the proxy materials for our annual meeting scheduled for
May 20 along with the annual report, which included a letter to you signed by
Ernie Csiszar, Chief Executive Officer. With regret, I must inform you of
Ernie's resignation for personal reasons shortly after those materials were
mailed. At the strong urging of his doctors, Ernie will be concentrating all
his efforts on preparing for a medical procedure that will require a long
recuperation period. We will miss Ernie's charismatic leadership, and wish him
well.
We are fortunate to have John Weitzel, who has accepted the position as our new
President and Chief Executive Officer. John, who has dedicated his career of
more than 30 years to the insurance industry, worked side by side with Ernie
over the last three years as Chief Financial Officer. Together, they developed a
revitalized vision and strategy, and John will implement those plans for the
long-term benefit of our customers, employees, and you, our shareholders.
As a result of Ernie's resignation, certain proxy disclosures have become
outdated. We are in the process of preparing supplemental proxy material, and
will have to postpone the May 20 annual meeting of shareholders until the new
materials are ready to be mailed. The date of record will also have to be
changed, which will affect the number of shares to which you are entitled to
vote. New record and meeting dates will be set and supplemental materials mailed
to you as soon as possible.
Also enclosed is our first-quarter earnings announcement. The operating loss we
reported, the Company's first loss in three years, is disappointing. However,
revenues and cash flow from operations both increased over the prior-year
quarter. These positive signs, combined with our consolidation efforts and
recent acquisitions of America's Flood Service and Graward General Companies,
have use very optimistic for improving financial results.
Sincerely,
John C. West
Chairman
<PAGE>
SOURCE: The Seibels Bruce Group, Inc.
The Seibels Bruce Group, Inc. Announces 1998 First-Quarter
Financial Results
COLUMBIA, S.C., May 4/PRNewswire/ -- The Seibels Bruce Group, Inc. (Nasdaq: SBIG
- - news) today announced financial results for the first quarter that ended March
31, 1998.
For the quarter, total revenues rose 4.7 percent to $15.2 million from $14.5
million for the first quarter of 1997. The Company recorded a $601,000 charge to
first-quarter earnings due to a change in accounting principle, effective
January 1, 1998. Before the effect of the change in accounting principle,
Seibels posted a first-quarter loss of $537,000 compared with income of $716,000
for last year's first quarter. Diluted net income per share for the quarter was
a loss of $0.07 before the accounting change compared with income of $0.11 for
the first quarter of 1997.
"We are disappointed that our short-term earnings are suffering while we work
through several transitions," stated John A. Weitzel, President and Chief
Executive Officer of Seibels Bruce. "These transitions include the addition of
Universal's business, the acquisition of America's Flood Services, the transfer
of our commercial operations from a managing general agency arrangement to a
risk-bearing operation, and going forward, the integration of Graward, the
completion of which we announced today in a separate release."
Mr. Weitzel continued, "These transitions as we move to an increased
risk-bearing position, and their short-term effect on earnings, are necessary
steps in our longer-term growth plan, and we are encouraged by the progress we
are seeing in particular areas. Revenues from automobile operations increased
more than 48 percent in the first quarter reflecting primarily the addition of
revenues from our Universal subsidiary. Flood revenues increased almost 18
percent over last year's first quarter, reflecting increased sales of flood
policies. These developments, and our assumption of more risk-bearing business,
have already improved Seibels' cash flow and should favorably impact future
earnings. Increased revenue and earnings benefits from the Graward acquisition
and America's Flood Services, should also help improve our performance for the
balance of the year."
The Seibels Bruce Group, Inc. provides automobile, flood and other property and
casualty insurance services and products through independent insurance agents
primarily in the southeastern United States. The Company, which holds an A
(Exceptional) Financial Stability Rating(R) from Demotech, Inc., serves as one
of three servicing carriers for the South Carolina Reinsurance Facility, a
state-sponsored plan for insuring South Carolina drivers outside of the
voluntary market. It is also a top servicing carrier for the National Flood
Insurance Program. Seibels Bruce provides other fee-based services and it
markets and underwrites non-standard automobile insurance on a retained risk
basis.
Certain items in this press release may constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 and
as such may involve known and unknown
-4-
<PAGE>
risks, uncertainties and other factors which may cause the actual results,
performance or achievements of Seibels Bruce or its subsidiaries to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such forward-looking
statements speak only as of the date of this press release. Seibels Bruce
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in Seibels Bruce's expectations with regard thereto or any
change in events, conditions or circumstances on which any statement is based.
The Seibels Bruce Group, Inc.
(in thousands, unaudited)
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Three months ended
March 31,
1998 1997
<S> <C> <C>
Revenues
Auto ................................. $ 10,319 $ 6,938
Flood/Property ....................... 2,959 2,515
Commercial ........................... 820 1,164
Runoff Operation ..................... 174 2,673
Investments .......................... 948 1,006
Realized gains (losses) on investments (25) 219
Total Revenue .................... $ 15,195 $ 14,515
Income from Operations Before Income Tax
Auto ................................. 88 351
Flood/Property ....................... (163) (245)
Commercial ........................... (1,110) (1,071)
Runoff Operation ..................... (237) 456
Investments .......................... 910 1,006
Realized gains (Losses) on investments (25) 219
Net income before accounting change
and provision for taxes .............. $ (537) $ 716
Provision for income taxes ................ -- 13
Net income before accounting change ....... (537) 703
Effect of accounting change (A) ........... (601) --
Net income ................................ $ (1,138) $ 703
Basic earnings per share
before accounting change ............. $ (0.07) $ 0.11
Diluted earnings per share
before accounting change ............. (0.07) 0.11
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Effect on basic earnings per share
due to accounting change ...... (0.08) --
Effect on diluted earnings per share
due to accounting change ...... (0.08) --
Basic earnings per share
after accounting change ....... (0.15) 0.11
Diluted earnings per share
after accounting change ....... (0.15) 0.11
Basic shares ....................... 7,735 6,175
Diluted shares ..................... 7,941 6,175
</TABLE>
(A) Effective January 1, 1998, the Company recorded the effect of a change in
accounting principle. The effect of the adoption was a $601,000 charge to the
first-quarter earnings and has been reflected as a cumulative effect of change
in accounting principle. As a result, the Company's participation in the North
Carolina Reinsurance Facility is no longer being treated as assumed reinsurance
and all amounts assumed from the Facility have been eliminated. The Facility is
now treated as an assessment organization.
-6-
