<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE SEIBELS BRUCE GROUP,INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(4) Date Filed:
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THE SEIBELS BRUCE GROUP, INC.
COLUMBIA, SOUTH CAROLINA
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 10, 2000
TO THE SHAREHOLDERS OF THE SEIBELS BRUCE GROUP, INC.:
Notice is hereby given that the 2000 Annual Meeting of Shareholders (the
"Meeting") of The Seibels Bruce Group, Inc. ("SBIG" or the "Company") will be
held at the offices of the Company at 1501 Lady Street, Columbia, South Carolina
29201, at 11:00 a.m., on Wednesday, May 10, 2000 for the purpose of considering
and acting upon the following:
1) The proposal to fix the number of directors at 8 (Proposal 1);
2) The election of three (3) directors to hold office until the 2003 Annual
Meeting of Shareholders or until his/her successor shall be elected and
shall qualify (Proposal 2);
3) The ratification of the Board's appointment of Arthur Andersen LLP as
auditors of the Company's books and records for the fiscal year ending
December 31, 2000 (Proposal 3);
4) The grant of full and unlimited voting rights under the South Carolina
Control Share Acquisitions Act to 1,066,000 shares of Common Stock
purchased by Charles H. Powers, Walker S. Powers, Rex Huggins and Jane
Huggins, in accordance and in compliance with Title 35, Chapter 2,
Article 1, Section 35-2-109 of the South Carolina Code (Proposal 4); and
5) The transaction of such other business as may properly and lawfully come
before the Meeting or any adjournment thereof.
All of the foregoing is more fully set forth in the Proxy Statement
accompanying this Notice.
The transfer books of the Company will close as of the end of business on
March 13, 2000 (the "Record Date") for purposes of determining shareholders who
are entitled to notice of and to vote at the Meeting, but will not be closed for
any other purpose.
All shareholders are cordially invited to attend the Meeting in person. If
you cannot attend the Meeting, please take the time to promptly sign, date and
mail the enclosed proxy in the envelope we have provided. If you attend the
Meeting and decide that you want to vote in person, you may revoke your proxy.
The Board of Directors recommends that you vote in favor of the nominees for
directors and the described proposals to be considered at the Meeting.
By Order of the Board of Directors
/s/ Matthew P. McClure
---------------------------------
Matthew P. McClure
Corporate Secretary
April 10, 2000
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THE ACCOMPANYING PROXY FORM IS SOLICITED BY THE BOARD OF DIRECTORS AND IS
REVOCABLE AT ANY TIME PRIOR TO BEING EXERCISED. THE PROXY WILL BE VOTED IN
ACCORDANCE WITH THE SPECIFICATIONS THEREON. IF A CHOICE IS NOT INDICATED,
HOWEVER, THE PROXY WILL BE VOTED IN FAVOR OF THE NOMINEES FOR DIRECTORS, IN
FAVOR OF THE DESCRIBED PROPOSALS TO BE CONSIDERED AT THE MEETING, AND IN THE
BEST JUDGMENT OF THE PROXIES CONCERNING ALL OTHER PROPOSALS CONSIDERED AT THE
MEETING.
THE SEIBELS BRUCE GROUP, INC.
1501 LADY STREET
COLUMBIA, SOUTH CAROLINA 29201
PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 10, 2000
GENERAL
This Proxy Statement is furnished to the holders of common stock, par value
$1.00 per share (the "Common Stock"), of The Seibels Bruce Group, Inc. ("SBIG"
or the "Company") in connection with the solicitation of proxies by the Board of
Directors of the Company to be voted at the Annual Meeting of Shareholders (the
"Meeting") to be held at the time and place and for the purposes specified in
the accompanying Notice of Annual Meeting of Shareholders and at any
adjournments thereof. It is anticipated that this Proxy Statement will be mailed
to shareholders commencing on or about April 10, 2000.
When the enclosed proxy is properly executed and returned, the shares which
it represents will be voted at the Meeting in accordance with the instructions
thereon. In the absence of any such instructions, the shares represented thereby
will be voted in favor of the nominees for directors and the described proposals
to be considered at the Meeting. Management does not know of any other matters
that may come before the Meeting for consideration by the shareholders. However,
a signed proxy card will confer authority on the proxy holder to vote the shares
represented thereby in their discretion on any matter that comes before the
Meeting.
Any shareholder who executes and delivers a proxy may revoke it prior to its
use by (i) giving written notice of such revocation to the Corporate Secretary
of SBIG at Post Office Box One, Columbia, South Carolina 29202, the Company's
mailing address; or (ii) executing and delivering to the Corporate Secretary of
SBIG (by mail at Post Office Box One, Columbia, South Carolina 29202, or by
delivery at 1501 Lady Street, Columbia, South Carolina 29201) a proxy bearing a
later date; or (iii) appearing at the Meeting and voting in person.
ANNUAL REPORT
The Company's 1999 Annual Report, including consolidated financial
statements for the year ended December 31, 1999, is enclosed with this Proxy
Statement. The Company's Annual Report on Form 10-K as filed with the Securities
and Exchange Commission provides certain additional information. Shareholders
may obtain a copy of the Annual Report on Form 10-K without charge upon written
request addressed to Corporate Secretary, The Seibels Bruce Group, Inc., Post
Office Box One, Columbia, South Carolina 29202. If the person requesting a copy
is not a shareholder of record, the request must include a representation that
he or she is a beneficial owner of Common Stock.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. Officers,
directors, employees and agents of the Company may solicit proxies by telephone,
telegram or personal interview, without additional compensation.
VOTING
Only holders of record of issued and outstanding shares of Common Stock, as
of March 13, 2000 (the "Record Date"), will be entitled to notice of and to vote
at the Meeting. On the Record Date, there were 7,831,393 shares of Common Stock
outstanding. Each share of Common Stock is entitled to one vote, except with
respect to
1
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Proposals 2 and 4, as described below.
In accordance with applicable state law and the Company's Articles of
Incorporation and Bylaws, abstentions and "broker non-votes" will be counted for
purposes of determining whether a quorum is present. "Broker non-votes" occur
when a broker or other nominee holding shares for a beneficial owner does not
vote on a proposal because the beneficial owner has not checked the applicable
box on the proxy card. With respect to Proposals 1 and 3, abstentions will be
considered entitled to vote and thus will have the effect of a vote "AGAINST"
such Proposal while "broker non-votes" will not be considered entitled to vote
and thus will not be counted as a vote "FOR" or "AGAINST" such Proposal. With
respect to Proposal 2, abstentions and "broker non-votes" will not count as
either a vote "FOR" or "AGAINST" such Proposal. With respect to Proposal 4,
abstentions and "broker non-votes" will have the effect of a vote "AGAINST" such
Proposal.
If a quorum is present: (i) the affirmative vote of the holders of a
majority of the shares of Common Stock entitled to vote at the Meeting will be
required to approve Proposals 1 and 3; (ii) those five nominees who receive the
greatest number of votes cast for the election of directors at the Meeting will
become directors of the Company at the conclusion of the tabulation of the
votes; and (iii) the affirmative vote of the holders of a majority of the shares
of Common Stock entitled to vote at the Meeting (excluding "Interested Shares"
as that term is defined in the South Carolina Control Share Acquisitions Act)
will be required to approve Proposal 4.
In connection with Proposal 2, the election of directors, each shareholder
is allowed to cumulate his or her votes and cast as many votes as the number of
shares he or she holds multiplied by the number of directors to be elected, the
same to be cast for any one candidate or distributed among any two or more
candidates. For shares to be voted cumulatively, a shareholder who has the right
to cumulate his or her votes shall either (1) give written notice of his or her
intention to the President or another officer of the Company not less than
48 hours before the time fixed for the Meeting, which notice must be announced
in the Meeting before the voting, or (2) announce his or her intention in the
Meeting before the voting for directors commences; and all shareholders entitled
to vote at the Meeting shall without further notice be entitled to cumulate
their votes. Directors will be elected by a plurality of the votes cast.
For Proposal 4 to be approved, the affirmative vote of the holders of a
majority of the outstanding shares of the Common Stock (excluding "Interested
Shares" as that term is defined in the South Carolina Control Share Acquisitions
Act) is required. Based on information provided to the Company by Charles H.
Powers, Walker S. Powers, Rex Huggins and Jane Huggins (collectively, the
"Powers"), the Powers owned an aggregate amount of 3,311,751 shares of Common
Stock as of the Record Date. An additional 65,755 shares of Common Stock owned
by executive officers of the Company constituted Interested Shares as of the
Record Date. Accordingly, 3,377,506 shares constitute Interested Shares
ineligible to vote on Proposal 4, and the remaining 4,453,887 shares of Common
Stock will be eligible to vote on Proposal 4.
Participants in the Company's Dividend Reinvestment and Shareholder
Purchase Plan (the "DRSP Plan") who have shares of Common Stock registered in
their names and who vote those shares on any matter submitted to the Meeting
will have all shares credited to their accounts under the DRSP Plan
automatically added to that number and voted in the same manner. If such
participants do not vote shares registered in their own names, the shares
credited to their account in the DRSP Plan will not be voted. An executed
proxy will be deemed to include any DRSP shares and will be voted with
respect to those shares credited to the participant's account. If a
participant desires to vote DRSP Plan shares in person at the Meeting, a
proxy for the shares credited to his or her account will be furnished upon
written request received by the Company, at the address set forth on the
cover of this Proxy Statement, at least fifteen (15) days prior to the date
of the Meeting.
1. APPROVAL TO FIX THE NUMBER OF DIRECTORS AT EIGHT (PROPOSAL 1)
The business corporation laws of South Carolina generally provide that if a
board of directors has the power under a company's articles of incorporation or
bylaws to fix or change the number of directors, the board may increase or
decrease by 30% or less the number of directors last approved by the Company's
shareholders, but only the Company's shareholders may increase or decrease by
more than 30% the number of directors last approved by the shareholders.
2
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The number of directors was fixed by the Shareholders at the annual meeting
held July 31, 1998 at twelve (12) and therefore can be increased up to fifteen
(15) or decreased down to nine (9) by the Board. Since that time, three
(3) directors resigned from the Board and one (1) director passed away. The
Board, in accordance with the Company's Articles of Incorporation, fixed the
number of directors at nine (9). The Board recommends that the Shareholders at
the Meeting decrease the approved size of the Board from twelve (12) to eight
(8). Accordingly, the Board recommends adoption by the Shareholders of the
following resolution:
RESOLVED, that the number of directors of the Company be decreased from
twelve (12) to eight (8).
VOTE REQUIRED AND BOARD RECOMMENDATION
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock is required for the adoption of the decrease in the number of
directors to eight (8). THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
2. ELECTION OF DIRECTORS (PROPOSAL 2)
One of the purposes of the Meeting is to elect three (3) directors to serve
until the 2003 Annual Meeting of Shareholders.
Under the Company's Articles of Incorporation, as restated, and Article 3,
Section 2 of the Company's Bylaws, the Board of Directors is divided into three
classes which shall be as nearly equal in number as possible, with the members
of each class serving for three year terms or until their successors are elected
or qualified.
Pursuant to the Stock Purchase Agreement, dated as of January 29, 1996,
as amended, between the Company and the Powers (the "Powers Purchase
Agreement"), the Powers are entitled to designate up to two (2) persons, who
are reasonably acceptable to the Company's Board of Directors, to be included
in the slate of nominees recommended by the Board of Directors to the
shareholders for election as directors at a shareholders' meeting. The Powers
have the right to designate two persons to the Board for election as
directors as long as the Powers' percentage of ownership of the issued and
outstanding common stock of the Company is at least 10%. If the Powers'
percentage of ownership falls to between 5% and 9.9%, then the Powers shall
have the right to designate one (1) person to the Board for election as a
director. All rights of the Powers to designate director nominees shall
terminate if the Powers' aggregate percentage of ownership of issued and
outstanding Common Stock shall be less than 5%. In the event that the Powers'
ownership percentage falls below any of the minimum requirements set forth
above, the Powers shall use their best efforts to cause their designee(s)
then serving as directors to resign. If the Powers shall thereafter hold in
excess of the minimum requirements, they shall again have the foregoing right
to designate director nominees. As of the Record Date, the Powers' percentage
of ownership was [42]% of the issued and outstanding Common Stock. The Powers
have designated Charles H. Powers as one of their nominees to serve of the
Board of Directors and are entitled to nominate one additional member to the
Board of Directors. The Powers have not named an additional nominee to fill
the vacancy on the Board of Directors but may do so in the future pursuant to
the terms of the Powers Purchase Agreement.
The three nominees for election to the Board of Directors are named below.
The shares represented by the proxies solicited hereby will be voted in favor of
the election of the persons named below unless authorization to do so is
withheld in the proxy. If any of the nominees should be unavailable to serve as
a director, which contingency is not presently anticipated, it is the intention
of the persons named in the proxies to select and cast their votes for the
election of such other person or persons as the Board of Directors may
designate.
All nominees for election to the Board of Directors are considered and
recommended by a Nominating Committee of the Board of Directors. (See
"Committees of the Board of Directors.") The full Board of Directors considers
the recommendations of that Committee and recommends the nominees to the
shareholders. The Company has no procedure whereby nominations are solicited or
accepted from shareholders, but the Nominating Committee will consider nominees
whose names and business experience are submitted in writing by shareholders to
the Corporate Secretary of the Company.
Although the Board of Directors does not know whether any nominations will
be made at the Meeting other
3
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than those set forth in this Proxy Statement, if any such nomination is made,
or if votes are cast for any candidate other than those nominated by the
Board of Directors, the persons authorized to vote shares represented by
executed proxies in the form enclosed with this Proxy Statement (if authority
to vote for the election of directors or for any particular nominees is not
withheld) will have full discretion and authority to vote cumulatively and
allocate votes among any or all of the nominees of the Board of Directors in
such order as they may determine.
VOTE REQUIRED AND BOARD RECOMMENDATION
The affirmative vote of a plurality of votes cast is required to elect
directors. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES
LISTED BELOW.
The following information is set forth with respect to the three
(3) nominees for election to be directors as well as the other members of the
Board of Directors.
<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL EMPLOYMENT FOR PAST FIVE YEARS DIRECTOR SINCE
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<S> <C>
NOMINEES FOR ELECTION TO HOLD OFFICE UNTIL THE 2003 ANNUAL
MEETING OF SHAREHOLDERS:
Frank H. Avent, 59, is currently a director of the 1997
Company. He is a director, President and General Manager of
Pepsi Cola Bottling Company of Florence, South Carolina, a
position he has held since 1963. Mr. Avent also serves as a
member of the Board of Directors of Atlantic Broadcasting
Company, Carolina Canners, Carotex, and Quality Financial
Services. Mr. Avent was designated to serve on the Board of
Directors by the Avent Group.
Charles H. Powers, 73, is currently Chairman of the Board 1997
of Directors of the Company and is the owner and operator of
SADISCO, a position he has held since 1964. He is also a
Vice President and Treasurer of Holland Grills, in Apex,
North Carolina, and President of PC Inc., in Myrtle Beach,
South Carolina. Mr. Powers was designated by the Powers
Group to serve on the Board of Directors.
George R.P. Walker, Jr., 67, is currently a director of 1969(1)
the Company and has been the owner and operator of Middlefield
Farm (Hanoverian horse farm), Blythewood, South Carolina, for
more than the past five years. George R.P. Walker, Jr. and
John P. Seibels are cousins.
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2001 ANNUAL MEETING
OF SHAREHOLDERS:
A. Crawford Clarkson, Jr., 80, is currently a director of 1997
the Company. He is a Certified Public Accountant and
attorney. Mr. Clarkson served as Commissioner of the South
Carolina Tax Commission from 1987 until 1995, of which he
was appointed Chairman in 1992. Prior to 1987, he was a
senior partner of the CPA firm of Clarkson, Harden &
Gantt, which eventually combined with other firms to join
Ernst & Young.
Claude E. McCain, 75, is currently a director of the 1995
Company. He is also Chairman of H.C. McCain Agency, Inc.,
President of McCain Realty, Inc. and President of
Insurance Finance Company, Inc., positions held since
1960. He was formerly a member of the South Carolina State
Insurance Commission for 15 years, 10 of which he served
as Chairman. Mr. McCain has been in the insurance business
since 1946.
Kenneth W. Pavia, 57, is currently a director of the 1995
Company. He is General Partner of Bolero Investment Group,
a position he has held since 1994. He also holds the
office of Chairman of FHI, Inc., a securities holding
company and Fiduciary Leasco, Inc., a leasing company,
positions held since 1985.
</TABLE>
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<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL EMPLOYMENT FOR PAST FIVE YEARS DIRECTOR SINCE
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<S> <C>
Susie H. VanHuss, PhD., 60, is currently a director 1997
of the Company. She currently serves as Executive Director
of the USC Foundations at the University of South Carolina,
a position held since 1997. From 1974 through 1997, Dr.
VanHuss served as a Professor and as Program Director of
management at the University of South Carolina. She has
also served as Interim Dean of the School of Business
Administration at the University of South Carolina.
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2002 ANNUAL MEETING
OF SHAREHOLDERS:
John P. Seibels, 58, is currently a director of the Company. 1969(1)
He also holds a directorship with Policy Management
Systems Corporation. Mr. Seibels has been an investor
based in Columbia, South Carolina since March 1963. George
R.P. Walker, Jr. and John P. Seibels are cousins.
</TABLE>
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has five standing committees:
Executive, Audit, Compensation, Investment and Nominating.
The Executive Committee is currently composed of Frank H. Avent, A. Crawford
Clarkson, Jr., Claude E. McCain, Kenneth W. Pavia, Charles H. Powers and George
R.P. Walker, Jr. The Executive Committee exercises the same powers as the Board
of Directors, except as otherwise limited by specific prohibitions in South
Carolina statutes. The Executive Committee's function is to act in the place of
the Board on any matters which require Board action and occur between meetings
of the Board. The Executive Committee did not meet during 1999.
The Audit Committee is currently composed of John P. Seibels (Chairman), A.
Crawford Clarkson, Jr. and Claude E. McCain, none of whom is an officer or
employee of the Company. The Audit Committee's functions include recommending
independent public accountants to be employed by the Company, reviewing with the
independent public accountants their reports and audits, and reporting to the
full Board of Directors on their findings. The Audit Committee met five
(5) times during 1999.
The Compensation Committee is currently composed of Kenneth W. Pavia
(Chairman), Frank H. Avent and Charles H. Powers, none of whom is an officer or
employee of the Company. For a discussion of certain actions taken with respect
to Mr. Powers' membership on the Compensation Committee, please see
"Compensation Committee Interlocks and Insider Participation." The Compensation
Committee's functions are to recommend to the full Board the remuneration
arrangements for senior executive officers and for members of the Board of
Directors, the adoption of compensation plans in which officers and directors
are eligible to participate and the granting of stock options or other benefits
under such plan. The Compensation Committee met four (4) times in 1999.
The Investment Committee is currently composed of Susie H. VanHuss, PhD.
(Chair), John P. Seibels and George R.P. Walker, Jr. The Investment Committee's
functions are to advise the Board of Directors and officers of the Company with
respect to investment of the Company's assets and to periodically review,
evaluate and report on the performance of the investments of the Company and its
subsidiaries. The Investment Committee met four (4) times in 1999.
The Nominating Committee is currently composed of Claude E. McCain, Charles
H. Powers and Susie H. VanHuss, PhD. The Nominating Committee's functions
include selecting and recommending nominees for election as new, additional, and
replacement directors and reviewing the performance of incumbent directors for
nomination
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(1) Each present director of the Company with election dates prior to October
1978 (when the Company became the parent of the South Carolina Insurance
Company ("SCIC"), the Company's principal subsidiary) was formerly a
Director of SCIC and the information set forth as to periods prior to 1978
reflects positions with SCIC and the year such Director was first elected to
the SCIC Board of Directors.
5
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for re-election. The Nominating Committee met two (2) times in 1999.
The Board of Directors met six (6) times in 1999. In 1999, each of the
incumbent directors attended at least 75% of the meetings of the Board and of
the Committee(s) of which he or she was a member held during the period for
which he or she served.
SECURITY OWNERSHIP OF THE COMPANY
The following table sets forth, as of February 29, 2000, information
regarding the beneficial ownership of the Company's Common Stock by the
directors of the Company, nominees for election, each Named Executive Officer
named in the Summary Compensation Table that appears under "Executive
Compensation--Summary Compensation Table," all directors and executive
officers as a group and each person known to the Company to own 5% or more of
its Common Stock.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER (AND ADDRESS, WITH AMOUNT AND NATURE OF PERCENT OF SHARES OF
RESPECT TO NON-DIRECTORS OR NON-OFFICERS) BENEFICIAL OWNERSHIP COMMON STOCK(1)
- --------------------------------------------------------- --------------------- --------------------
<S> <C> <C>
Frank H. Avent 593,750(2) 7.38
A. Crawford Clarkson, Jr. 10,000(3) 0.13
Claude E. McCain 7,516(4) 0.10
Kenneth W. Pavia 5,000(5) 0.06
Charles H. Powers 3,003,001(6) 38.58
John P. Seibels 156,727(4,7) 2.01
Susie H. VanHuss, PhD. 6,275(3,8) 0.08
George R.P. Walker, Jr. 131,714(4,9) 1.69
Steven M. Armato 73,282(10) 0.86
Wayne A. Fletcher 60,139(11) 0.68
John F. Gibson 142,014(12) 0.85
</TABLE>
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(1) The numbers shown include the shares which are not currently outstanding
but which certain shareholders are entitled to acquire or will be entitled
to acquire within 60 days.
(2) Includes 80,000 shares of Common Stock and 13,750 shares of Common Stock
underlying certain options for which Mr. Avent has sole voting power and
250,000 shares of Common Stock and 250,000 shares of Common Stock
underlying certain options as to which he has shared voting power
beneficially owned (shared voting and disposition power) by Pepsi Cola
Bottling Company of Florence, South Carolina ("PepsiCo"). Mr. Avent has
informed the Company that he is the President and General Manager of
PepsiCo. Mr. Avent's address is Post Office Box 3886, Florence, South
Carolina 29502. Excludes an aggregate of 30,000 shares of Common Stock and
30,000 shares of Common Stock underlying certain options owned by Mr.
Avent's three daughters, of which shares he holds neither sole nor shares
voting or dispositive power and, therefore, disclaims beneficial ownership.
(3) Includes 2,500 share of Common Stock underlying certain options.
(4) Includes 6,250 shares of Common Stock underlying certain options.
(5) Includes 5,000 shares of Common Stock underlying certain options.
(6) Includes 2,999,251 shares of Common Stock and 3,750 shares of Common Stock
underlying certain options. Excludes 62,500 shares of Common stock held by
Mr. Powers' daughter and son-in-law, of which shares, he holds neither sole
nor shares voting or dispositive power and, therefore, disclaims beneficial
ownership.
(7) Excludes 2,253 shares of Common Stock held by Mr. Seibels' wife, of which
shares he holds neither sole nor shared voting or dispositive power and,
therefore, disclaims beneficial ownership.
(8) Excludes 1,050 shares of Common Stock held by Mrs. VanHuss' husband, of
which shares she holds neither sole nor shared voting or dispositive power
and, therefore, disclaims beneficial ownership.
(9) Includes 125,464 shares of Common Stock which Mr. Walker owns individually
or shares voting and dispositive power. Excludes 11,389 shares of Common
Stock held by Mr. Walkers's wife, of which shares he holds neither sole nor
shared voting or dispositive power and, therefore, disclaims beneficial
ownership.
(10) Includes 69,875 shares of Common Stock underlying certain options.
(11) Includes 53,875 shares of Common Stock underlying certain options.
(12) Includes 39,000 shares of Common Stock underlying certain options and
62,500 shares of Common Stock underlying certain shares of $0.625
Cumulative Convertible Redeemable Nonvoting Special Preferred Stock.
6
<PAGE>
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER (AND ADDRESS, WITH AMOUNT AND NATURE OF PERCENT OF SHARES OF
RESPECT TO NON-DIRECTORS OR NON-OFFICERS) BENEFICIAL OWNERSHIP COMMON STOCK(13)
- --------------------------------------------------------- --------------------- --------------------
<S> <C> <C>
Andrew P. Martin 1,931 0.02
John E. Natili 28,550(14) 0.26
R. Thomas Savage, Jr. 89,820(15) 0.81
All Directors, Nominees for Director and Executive
Officers as a Group 4,247,219(16) 50.56
PRINCIPAL HOLDERS
Avent Group 891,250(17) 10.88
High Ridge Capital, LLC 705,624(18) 8.32
Powers Group 3,319,251(19) 42.62
</TABLE>
- ---------------------
(13) The numbers shown include the shares which are not currently outstanding
but which certain shareholders are entitled to acquire or will be entitled
to acquire within 60 days.
(14) Includes 24,550 shares of Common Stock underlying certain options.
(15) Includes 78,250 shares of Common Stock underlying certain options.
(16) Includes 561,800 shares of Common Stock underlying certain options as held
by the above individuals.
(17) Includes (i) 330,000 shares of Common Stock and 263,750 shares of Common
Stock underlying certain options for which Mr. Frank Avent, a director of
the Company, either owns individually or shares voting and dispositive
power and (ii) 148,750 shares of Common Stock and 148,750 shares of Common
Stock underlying certain options which are owned by other members of the
Avent Group. The address for the Avent Group is Post Office Box 3886,
Florence, South Carolina 29502.
(18) The share ownership for (i) High Ridge Capital, LLC is jointly filed with
(ii) High Ridge Capital Partners, LP, (iii) HRC General Partner, LP, (iv)
James L. Zech and (v) Steven J. Tynan. Includes 705,624 shares of Common
Stock underlying certain options. The information was reported on Form 13D
dated January 28, 1998 and filed with the Securities and Exchange
Commission. The principal address for (i), (ii), (iii), (iv), and (v) is
107 Elm Street, Four Stamford Plaza, Post Office Box 120043, Stamford,
Connecticut 06912-0043.
(19) Includes (i) 2,999,251 shares of Common Stock and 3,750 shares of Common
Stock underlying certain options which are owned by Mr. Charles H. Powers,
a director of the Company, (ii) 250,000 shares of Common Stock and 3,750
shares of Common Stock underlying certain options which are owned by Walker
S. Powers, and (iii) 62,500 shares of Common Stock owned by Mr. Charles
Powers(1) daughter and son-in-law. The address for the Powers Group is Post
Office Box 6525, Florence, South Carolina 29502.
7
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION OF DIRECTORS
In 1999, the Company paid quarterly to each director who was not a full-time
employee of the Company a retainer fee of $500 per month plus $750 for each
meeting of the Board at which the director was present, and a fee of $500 for
each meeting of a Board Committee which such director attended. A fee of $1,000
is paid to a director who serves as a Chairman of a Board Committee for
attendance at such meeting. Pursuant to the Company's 1995 Stock Option Plan for
Non-Employee Directors, on June 15, 1999, each non-employee director serving on
that date was granted a non-statutory stock option with a right to buy 1,250
shares of Common Stock. The exercise price of each option is $4.75, which was
100% of the fair market value per share of Common Stock on the date the option
was granted.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth, for the years ended December 31, 1999, 1998
and 1997, the cash compensation paid by the Company and its subsidiaries, as
well as certain other compensation paid or accrued for those years, to each of
the Chief Executive Officer and the four most highly compensated executive
officers of the Company and such subsidiaries, other than the Chief Executive
Officer, whose compensation was in excess of $100,000 (such persons, together
with the Chief Executive Officer, are referred to in this Proxy Statement as the
"Named Executive Officers"), in all capacities in which they serve.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------------------------- ------ -------
RESTRICTED SECURITIES PAYOUTS
OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
- -------------------------- -------- -------- -------- ---------------- ---------- ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
R. Thomas Savage, Jr.(1) 1999 163,385 0 38,609(2) 17,000 38,250 0 0
President and CEO and 1998 73,962 0 48,165(2) 4,500 40,000 0 0
Chief Financial Officer
John E. Natili 1999 122,788 0 52,734(4) 0 24,550 0 0
Senior Vice President
John F. Gibson(5) 1999 107,998 0 0 12,002 18,000 0 0
President and COO
Wayne A. Fletcher(5) 1999 121,500 0 7,200 13,500 20,250 0 0
Vice President 1998 121,500 10,000 41,202 13,500 23,625 0 0
Steven M. Armato(5) 1999 109,251 0 0 11,499 17,250 0 0
Vice President 1998 105,713 2,500 0 11,499 20,125 0 0
1997 103,505 0 2,289 11,495 34,103 0 0
Andrew P. Martin(6) 1999 149,935 0 0 0 21,000 0 0
President and COO 1998 126,000 10,000 0 14,000 35,000 0 0
</TABLE>
- ------------------------
(1) Elected Chief Financial Officer July 31, 1998. Appointed Acting President
and Chief Executive Officer September 21, 1998. Elected President, Chief
Executive Officer and Chief Financial Officer May 19, 1999.
(2) This amount represents relocation expenses paid on behalf of Mr. Savage by
the Company.
(3) This amount represents relocation expenses paid on behalf of Mr. Savage by
the Company, including approximately $39,000 paid to Prudential Relocation
Services for assistance with various relocation matters.
(4) This amount represents relocation expenses paid on behalf of Mr. Natili by
the Company.
(5) Officer of certain subsidiaries.
(6) Mr. Martin resigned his position as an officer of certain subsidiaries
effective November 19, 1999.
8
<PAGE>
OPTION GRANTS
During the year ended December 31, 1999, the Company granted a total of
139,300 stock options to certain Named Executive Officers pursuant to the
Company's 1996 Stock Option Plan for Employees. The following table sets forth
the grants during the year ended December 31, 1999.
OPTIONS/SAR GRANTS DURING THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
NUMBER PERCENT OF
OF TOTAL POTENTIAL REALIZABLE
SECURITIES OPTIONS/ VALUE AT ASSUMED RATES OF
UNDERLYING SARS EXERCISE OR STOCK PRICE APPRECIATION
OPTIONS/ GRANTED BASE FOR OPTION TERM
SARS TO PRICE EXPIRATION ($)
NAME GRANTED(#) EMPLOYEES ($/SHARE) DATE 5%(1) 10%(1)
- ---- ---------- ---------- ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
R. Thomas Savage, Jr. 38,250 11% $3.3750 1/1/2004 $0 $0
John E. Natili 10,000 3% $3.5000 2/1/2004 $0 $0
14,550 4% $3.5000 4/1/2004 $0 $0
John F. Gibson 18,000 5% $3.3750 1/1/2004 $0 $0
Wayne A. Fletcher 20,250 6% $3.3750 1/1/2004 $0 $0
Steven M. Armato 17,250 5% $3.3750 1/1/2004 $0 $0
Andrew P. Martin 21,000 6% $3.3750 1/1/2004 $0 $0
</TABLE>
- ------------------------
(1) Potential realizable value assumes that the stock price increases from the
date of grant until the end of the option term (5 years) at the annual rate
specified (5% and 10%). The 5% and 10% assumed annual rates of appreciation
are mandated by the Securities and Exchange Commission rules and do not
represent the Company's estimate or projection of the future price of the
Common Stock. The Company does not believe that this method accurately
illustrates the potential value of a stock option.
9
<PAGE>
OPTION EXERCISES AND YEAR-END HOLDINGS
During the year ended December 31, 1999, no Named Executive Officer
exercised stock options. The following table sets forth certain information with
respect to unexercised stock options held by the Named Executive Officers as of
December 31, 1999.
AGGREGATED OPTION/SAR EXERCISES DURING THE YEAR
ENDED DECEMBER 31, 1999 AND 1999 YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
SHARES
ACQUIRED NUMBER OF SECURITIES VALUE OF UNEXERCISED
ON VALUE UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARS
EXERCISE REALIZED OPTIONS/SARS AT YEAR-END AT FISCAL YEAR- END
NAME (#) ($) (#) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
R. Thomas Savage, Jr. 0 N/A 39,417/38,833 $0/$0
John E. Natili 0 N/A 8,184/16,366 $0/$0
John F. Gibson 0 N/A 20,000/19,000 $0/$0
Wayne A. Fletcher 0 N/A 32,500/21,375 $0/$0
Steven M. Armato 0 N/A 51,467/18,208 $0/$0
Andrew P. Martin 0 N/A 45,333/25,667 $0/$0
</TABLE>
EMPLOYMENT AGREEMENTS
During 1999, there were no formal employment contracts between any Executive
Officer and the Company. Any issue relating to executive compensation is
reviewed by the Compensation Committee, which recommends a course of action to
the Board of Directors.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Company's Board of Directors is
responsible for recommending to the full Board the remuneration arrangements for
the Chief Executive Officer and for members of the Board of Directors, the
adoption of compensation plans in which officers and directors are eligible to
participate and the granting of stock options or other benefits under such
plans. The primary elements of the Company's executive compensation program have
historically consisted of a base salary, a bonus opportunity and stock options.
Base salaries are determined, and have at times been increased, by evaluating
the responsibilities of the position held and the experience of the executive
officer. Overall compensation is based on the Compensation Committee's
assessment of prevailing market compensation levels.
BASE SALARY. Each executive officer's base salary is determined based on a
number of factors including the executive officer's responsibilities,
contribution to the achievement of the Company's business plan goals,
demonstrated leadership skills and overall effectiveness and length of service.
Base salaries are designed to be competitive with those offered in markets in
which the Company competes for executive talent. Each executive officer's salary
is reviewed semi-annually by the Compensation Committee and, although these and
other factors are considered in setting base salaries, the overall assessment is
primarily a subjective one, intended to reflect the level
- ------------------------
(1) In accordance with the rules of the Securities and Exchange Commission,
values are calculated by subtracting the exercise price from the fair market
value of the underlying Common Stock. For purposes of this table, fair
market value is deemed to be $1.875, the average of the high and low Common
Stock price reported for NASDAQ Stock Market transactions on December 31,
1999.
10
<PAGE>
of responsibility and individual performance of the particular executive
officer.
BONUS OPPORTUNITY. A bonus, if any, is based upon the operations of the
Company and recommendations by the Compensation Committee. No bonuses were paid
to the Chief Named Executive Officer") based on his performance during 1999.
STOCK OPTIONS. The Compensation Committee recommended and the Board
approved a grant of options to the Chief Executive Officer. The Compensation
Committee believes stock option grants to the Chief Executive Officer (and other
employees) promote success by aligning employee financial interests with
long-term shareholder value. Stock option grants are based on various subjective
factors primarily relating to the responsibilities of the Chief Executive
Officer, his expected future contributions and prior option grants.
The compensation paid to other executive officers was not determined by this
Compensation Committee. Currently, compensation for executive officers other
than the Chief Executive Officer is determined by the Chief Executive Officer
based on the performance of each individual.
The foregoing has been provided by the Company's Compensation Committee.
Kenneth W. Pavia (Chairman)
Frank H. Avent
Charles H. Powers
THE REPORT OF THE COMPENSATION COMMITTEE SHALL NOT BE DEEMED INCORPORATED BY
REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY
STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (TOGETHER, THE "ACTS"), EXCEPT
TO THE EXTENT THAT THE COMPANY SPECIFICALLY INCORPORATES THIS INFORMATION BY
REFERENCE, AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
On July 31, 1998, the Board of Directors appointed Charles H. Powers, a
member of the Compensation Committee, as Chairman of the Board of Directors. By
virtue of the Company's By-laws, the Chairman of the Board of Directors was
considered an unpaid officer of the Company from July 31, 1998 until
February 12, 1999, when the Board of Directors amended the Company's By-laws to
remove such officer designation.
During the fiscal year ended December 31, 1999, the Company paid a total of
$349,583 to SADISCO Corporation ("SADISCO") of which $73,280 was for salvage and
disposal services provided to the Company in the ordinary course of business and
$276,303 was for reimbursement of expenses advanced by SADISCO on behalf of the
Company in connection with such services. Charles H. Powers, a member of the
Compensation Committee and chairman of the Board of Directors of the Company, is
the owner and operator of SADISCO.
11
<PAGE>
STOCK PERFORMANCE CHART
The following chart compares the yearly percentage change in the cumulative
total shareholder return on the Company's Common Stock during the five years
through December 1999 with the cumulative total return on the NASDAQ Stock
Market (U.S. companies) Index and the NASDAQ Fire, Marine and Casualty Insurance
Stock Index.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR
THE SEIBELS BRUCE GROUP INC.
PREPARED BY THE CENTER FOR RESEARCH IN SECURITY PRICES
Produced on 01/28/2000 including data to 12/31/1999
[GRAPH]
LEGEND
<TABLE>
<CAPTION>
SYMBOL CRSP TOTAL RETURNS INDEX FOR: 12/1994 12/1995 12/1996 12/1997 12/1998 12/1999
- ------ ----------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
________ (SQUARE) The Seibels Bruce Group Inc. 100.0 60.0 82.5 75.0 33.8 17.5
...__... (STAR) NASDAQ Stock Market (US Companies) 100.0 141.3 173.9 213.1 300.2 542.4
- -------- (TRIANGLE) NASDAQ Stocks (SIC 6330-6339 US Companies) 100.0 150.3 193.9 256.0 258.2 224.5
Fire, Marine, and Casualty Insurance
</TABLE>
Notes:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on
the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 12/31/1994.
THE STOCK PRICE PERFORMANCE GRAPH SHALL NOT BE DEEMED INCORPORATED BY
REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY
STATEMENT INTO ANY FILING UNDER THE ACTS, EXCEPT TO THE EXTENT THAT THE COMPANY
SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE
BE DEEMED FILED UNDER SUCH ACTS.
12
<PAGE>
CERTAIN TRANSACTIONS
During the fiscal year ended December 31, 1999, the Company paid a total of
$349,583 to SADISCO of which $73,280 was for salvage and disposal services
provided to the Company in the ordinary course of business and $276,303 was for
reimbursement of expenses advanced by SADISCO on behalf of the Company in
connection with such services. Charles H. Powers, a member of the Compensation
Committee and chairman of the Board of Directors of the Company, is the owner
and operator of SADISCO.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers, directors and persons who own more than ten
percent of the Company's equity securities to file initial reports of
ownership and changes in ownership with the Securities and Exchange
Commission and to furnish the Company with all such forms they file. Based
solely on the Company's review of the forms it has received and on written
representations from certain reporting persons that no such forms were
required for them, the Company believes that for the fiscal year ended
December 31, 1999, the Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners were in
compliance.
3. RATIFICATION OF SELECTION OF ARTHUR ANDERSEN LLP TO BE INDEPENDENT
ACCOUNTANTS FOR THE COMPANY (PROPOSAL 3)
One of the purposes of the Meeting is to ratify the selection of independent
accountants to audit the books, records, and accounts of the Company and its
subsidiaries for the year ending December 31, 2000. Arthur Andersen LLP has
served as the Company's independent accountants since December 28, 1992. On
November 11, 1999, acting on the recommendation of the Audit Committee, the
Board of Directors adopted resolutions directing the employment of Arthur
Andersen LLP to audit the books, records, and accounts of the Company for 2000
and the submission of the selection to the shareholders for ratification.
Accordingly, the Board recommends the approval of the following resolution:
RESOLVED, that the selection by the Board of Directors of the
firm of Arthur Andersen LLP to audit the books, records, and
accounts of the Company and its subsidiaries for the year ending
December 31, 2000, be ratified.
A representative of Arthur Andersen LLP is expected to be present at the
Meeting and will have the opportunity to make a statement, and will be available
to answer questions from shareholders. Approval by the Shareholders of the
appointment of independent auditors is not required but the Board deems it
desirable to submit this matter to the Shareholders. If holders of a majority of
the shares of Common Stock present in person or by proxy and entitled to vote at
the Meeting should not approve the selection of Arthur Andersen LLP, the Board
will consider the selection of another accounting firm.
VOTE REQUIRED AND BOARD RECOMMENDATION
The affirmative vote by the holders of a majority of the votes cast in
person or by proxy at the Meeting is required for approval of Proposal 3. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 3.
4. GRANT OF VOTING RIGHTS UNDER THE SOUTH CAROLINA CONTROL SHARE ACQUISITIONS
ACT
The fourth proposal to be considered at the Meeting is the granting of
voting rights under the South Carolina Control Share Acquisitions Act to
1,066,000 shares of Common Stock purchased by the Powers between August 17, 1999
and October 29, 1999.
THE SOUTH CAROLINA CONTROL SHARE ACQUISITIONS ACT ("CSAA"). The CSAA
regulates "control share acquisitions" of voting stock of certain South Carolina
corporations, including the Company. In general, the CSAA operates to prevent an
acquiror of a substantial block of stock (an "acquiring person") from voting
shares deemed "control shares" unless a majority of the disinterested
shareholders vote to grant voting rights for such shares. The
13
<PAGE>
term "control share acquisition" is defined under the CSAA as the direct or
indirect acquisition by any person of ownership of, or the power to direct
the exercise of voting power with respect to, issued and outstanding "control
shares." "Control shares" means shares that, except for the CSAA, would have
voting power with respect to shares of an issuing public company(such as the
Company) that, when added to all other shares owned by such person or in
respect to which that person may exercise or direct the exercise of voting
power would entitle that person, immediately after the acquisition of the
shares (directly or indirectly, alone or as part of a group), to exercise or
direct the exercise of the voting power of a corporation in the election of
directors within any of the following ranges of voting power: (i) one-fifth
or more but less than one-third; (ii) one-third or more but less than a
majority; and (iii) a majority or more. For purposes of the CSAA, shares
acquired within 90 days or shares acquired pursuant to a plan to make a
"control share acquisition" are considered to have been acquired in the same
acquisition. The acquisition of shares in good faith and not for the purpose
of circumventing the CSAA by or from a person whose voting rights had
previously been authorized by shareholder vote does not constitute a control
share acquisition.
Unless a corporation's articles of incorporation of bylaws provide that the
CSAA does not apply, "control shares" acquired in a control share acquisition
only have voting rights to the extent granted, before or after the control share
acquisition, by resolution approved by the holders of a majority of the
outstanding voting securities of the corporation, excluding Interested Shares.
All shares acquired in each control share acquisition, plus any additional
shares acquired within a 90 day period or acquired pursuant to a plan to make a
control share acquisition, are "control shares" that are deprived of the right
to vote without obtaining shareholder approval.
"Interested Shares" are any shares of Common Stock that are owned or the
voting of which may be exercised or directed in the election of directors by the
Powers (and any other persons who may constitute a group with any of the Powers
within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), as well as all shares of Common Stock that are
owned or the voting of which may be exercised or directed in the election of
directors, by any officer of the Company or any director who is also an employee
of the Company.
As of the Record Date, 3,377,506 shares of Common Stock constituted
Interested Shares as defined under the CSAA as set forth in the following table
and will therefore be ineligible to vote on Proposal 4. Accordingly, holders of
the remaining 4,453,887 shares of Common Stock are eligible and entitled to vote
at the Meeting on Proposal 4. The affirmative vote of the holders of not less
than a majority of all the votes entitled to be cast (i.e., 2,226,944 shares) is
required to approve Proposal 4.
<TABLE>
<CAPTION>
INTERESTED SHARES(1)
SHARES
SHAREHOLDER OWNED
- ----------- ---------
<S> <C>
POWERS:
- -------
Charles H. Powers 2,999,251
Walker S. Powers 250,000
Rex and Jane Huggins 62,500
EXECUTIVE OFFICERS:
- -------------------
Steven M. Armato 3,407
Wayne A. Fletcher 6,264
John F. Gibson 40,514
John E. Natili 4,000
R. Thomas Savage, Jr. 11,570
TOTAL 3,377,506
</TABLE>
- ------------------------
(1) For purposes of the CSAA, Interested Shares include only shares actually
issued and outstanding. Therefore, shares "beneficially owned" but not
issued and outstanding are not included. See "SECURITY OWNERSHIP OF THE
COMPANY."
14
<PAGE>
ACQUISITION OF SHARES BY THE POWERS. Pursuant to the Powers Purchase
Agreement, the Powers previously purchased 1,562,500 shares of Common Stock
from the Company (the "1996 Powers Shares"). At a Special Meeting of
Shareholders, held June 14, 1996, the shareholders of the Company voted to
grant full and unlimited voting rights under the CSAA to the 1996 Powers
Shares. Following the purchase of the 1996 Powers Shares, the Powers
purchased an aggregate of 606,200 additional shares of Common Stock in open
market transactions during the period from September 1998 through March 1999
(the "Subsequently Acquired Shares"). During the period from August 17, 1999
through October 29, 1999, the Powers purchased an aggregate of 1,066,000
shares of Common Stock in open market transactions at prices ranging from
$2.00 to $3.25 per share (the "1999 Powers Shares"). The acquisition of the
1999 Powers Shares constitutes a separate "control share acquisition" under
the CSAA given the fact that the 1999 Powers Shares combined with the 1996
Powers Shares and the Subsequently Acquired Shares exceeds one-third of all
voting power of the Common Stock. Accordingly, the 1999 Powers Shares are
"control shares" for purposes of the CSAA.
If Proposal 4 is approved by the shareholders, the Powers will have full
voting rights for the 1999 Powers Shares following the Meeting. If Proposal 4 is
not approved, the Powers will not be able to vote the 1999 Powers Shares.
VOTE REQUIRED AND BOARD RECOMMENDATION
The affirmative vote by the holders of a majority of the votes entitled to
be cast in person or by proxy (excluding all Interested Shares) at the Meeting
is required for approval of Proposal 4. THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR PROPOSAL 4.
SHAREHOLDER PROPOSALS
For a shareholder proposal to be presented at the next annual meeting, it
must be received by the Company at its principal executive offices not later
than December 8, 2000, in order to be included in the proxy statement and proxy
form for the 2001 annual meeting. Any such proposal should be addressed to the
Company's Corporate Secretary and delivered to the Company's principal executive
offices at 1501 Lady Street, Columbia, South Carolina 29201 or mailed to Post
Office Box One, Columbia, South Carolina 29202.
OTHER BUSINESS
There is no reason to believe that any other business will be presented at
this Meeting; however, if any other business should properly and lawfully come
before the Meeting, the proxies will vote in accordance with their best
judgment.
---------------------------
Matthew P. McClure
Corporate Secretary
15
<PAGE>
[FRONT OF CARD]
THE SEIBELS BRUCE GROUP, INC.
1501 LADY STREET
(POST OFFICE BOX ONE)
COLUMBIA, SOUTH CAROLINA 29201(2)
PROXY SOLICITATION FOR COMMON STOCK ON BEHALF OF THE BOARD OF DIRECTORS
OF THE COMPANY FOR THE 2000 ANNUAL MEETING OF SHAREHOLDERS ON MAY 10, 2000
The undersigned hereby appoints R. Thomas Savage, Jr. and Matthew P.
McClure and each or either of them, as proxies, with full power of substitution
and resubstitution, to vote all shares of the Common Stock of The Seibels Bruce
Group, Inc. which the undersigned is entitled to vote at the 2000 Annual Meeting
of Shareholders to be held on May 10, 2000, and at any adjournment thereof, upon
the items described in the Notice of Annual Meeting of Shareholders and Proxy
Statement mailed to Shareholders on or about April 10, 2000 and upon any other
business that may properly come before the 2000 Annual Meeting of Shareholders
or any adjournment thereof. The undersigned hereby acknowledges prior receipt of
the Notice of Annual Meeting of Shareholders and of the Proxy Statement.
The shares of common stock represented by this proxy will be voted as
directed, or if directions are not indicated, will be voted FOR the election as
directors of some or all of the persons listed on this proxy, in the manner
described in the Proxy Statement accompanying this Proxy Card. This proxy
confers on the proxy holders the power of cumulative voting and the power to
vote cumulatively for less than all of the nominees as described in the Proxy
Statement. This Proxy is revocable any time prior to its use. The Board of
Directors recommends a vote FOR all proposals.
(continued and to be signed on other side)
16
<PAGE>
[REVERSE SIDE OF CARD]
<TABLE>
<S> <C> <C> <C> <C>
1. To fix the number of directors at 8. FOR AGAINST ABSTAIN
</TABLE>
2. The election of three (3) directors to hold office until the 2003
Annual Meeting of Shareholders.
NOMINEES: Frank H. Avent, Charles H. Powers, George R.P. Walker, Jr.
VOTE FOR all nominees listed above; except vote withheld from following
nominees (if any).
----------------- ----------------
VOTE WITHHELD from all nominees.
<TABLE>
<S> <C> <C> <C> <C>
3. To ratify the Board's appointment of Arthur Andersen FOR AGAINST ABSTAIN
LLP as auditors of the Company's books and records
for the fiscal year ending December 31, 2000
FOR AGAINST ABSTAIN
4. To grant full and unlimited voting rights under the
South Carolina Control Share Acquisitions Act to
1,066,000 shares of Common Stock purchased by
Charles H. Powers, Walker S. Powers, Rex Huggins and
Jane Huggins, in accordance and in compliance with
Title 35, Chapter 2, Article 1, Section 35-2-109 of the
South Carolina Code.
</TABLE>
Signature Date
------------------------------------------ ------------------
Signature Date
------------------------------------------ ------------------
Please complete, date and sign this proxy and return it promptly in the enclosed
envelope, whether or not you plan to attend the Annual Meeting on May 10, 2000.
If you attend the Annual Meeting, you may vote in person if you wish, even if
you have previously returned your proxy.
NOTE: Signature should agree with name on stock, as shown hereon. Officers,
fiduciaries, etc., should so indicate. When shares are held in the names of
more than one person, each person should sign the proxy.
17
