<PAGE> 1
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
[ x ] Definitive Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Bancinsurance Corporation
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Bancinsurance Corporation
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ x ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(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:
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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 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> 2
BANCINSURANCE CORPORATION
20 East Broad Street
Fourth Floor
Columbus, Ohio 43215
NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS
To Our Shareholders:
The Annual Meeting of Shareholders of Bancinsurance Corporation will
be held at the offices of Porter, Wright, Morris & Arthur, 41 South High
Street, 29th Floor, Columbus, Ohio on Tuesday, June 4, 1996, at 9:30 a.m.,
local Columbus, Ohio time, for the following purposes:
1. To elect six directors to serve until the next annual
meeting and until their successors are elected and
qualified.
2. To transact such other business as may properly come before
the meeting.
You will be most welcome at the meeting, and we hope you can attend.
Directors and officers of Bancinsurance Corporation and a representative of its
independent public accountants will be present to answer your questions and to
discuss its business.
We urge you to execute and return the enclosed proxy as soon as
possible so that your shares may be voted in accordance with your wishes. If
you attend the meeting, you may vote in person, and your proxy will not be
used.
BY ORDER OF THE BOARD OF DIRECTORS
Columbus, Ohio
May 2, 1996 SALLY J. CRESS, SECRETARY
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PLEASE SIGN AND MAIL THE ENCLOSED PROXY
IN THE ACCOMPANYING ENVELOPE
NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES
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<PAGE> 3
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<PAGE> 4
BANCINSURANCE CORPORATION
20 East Broad Street
Fourth Floor
Columbus, Ohio 43215
_______________
PROXY STATEMENT
______________________________
ANNUAL MEETING OF SHAREHOLDERS
JUNE 4, 1996
________________________
This Proxy Statement is furnished to the shareholders of Bancinsurance
Corporation (the "Company") in connection with the solicitation of proxies to
be used in voting at the Annual Meeting of Shareholders to be held on June 4,
1996 and at any adjournment thereof. The enclosed proxy is solicited on behalf
of the Board of Directors of the Company. This Proxy Statement and the
enclosed proxy will be first sent or given to the Company's shareholders on or
about May 2, 1996.
The shares represented by the accompanying proxy will be voted as
directed if the proxy is properly signed and received by the Company prior to
the meeting. The proxy will be voted FOR the nominees for director named
herein.
A proxy may be revoked by the shareholder by written notice received by
the Company prior to the meeting or in person at the meeting. If a proxy is
properly signed and not revoked by the shareholder, the shares it represents
will be voted at the meeting in accordance with the instructions of the
shareholder. Shareholders who attend the meeting may vote in person and their
proxies will not be used if such shareholder affirmatively revokes his or her
proxy prior to the meeting.
1
<PAGE> 5
A majority of the outstanding shares of the Company will constitute a
quorum at the meeting. Abstentions and broker non-votes are counted for
purposes of determining the presence or absence of a quorum for the transaction
of business. The election of each director nominee requires the favorable vote
of a plurality of all votes cast by the holders of common stock, without par
value (the "Common Stock"), at a meeting at which a quorum is present. Only
shares that are voted in favor of a particular nominee will be counted towards
such nominee's achievement of a plurality. Proxies that are marked "Withhold
Authority" and broker non-votes are not counted toward such nominee's
achievement of a plurality and, thus, will have no effect. Each other matter to
be submitted to the shareholders at this meeting, if any, requires the
affirmative vote of the majority of shares present in person or represented by
proxy at the meeting and entitled to vote. Thus, abstentions will be counted
and will have the same effect as votes cast against the proposal; broker
non-votes will not be counted and will have no effect.
The Company will bear the cost of the solicitation of proxies, including
the cost of preparing and mailing the notice of the meeting, proxy statement,
proxy and all papers which may hereafter be issued to supplement this Proxy
Statement.
VOTING SECURITIES
Holders of record of Common Stock at the close of business on April 16,
1995 will be entitled to vote. At that date, the Company had 5,785,049 shares
of Common Stock outstanding and entitled to vote at the Annual Meeting.
Each share of Common Stock outstanding held on the record date entitles
the holder thereof to one vote upon each matter to be voted upon. The laws of
Ohio under which the Company is incorporated provide for cumulative voting
rights in the election of directors under certain circumstances. A shareholder
must give notice in writing to the President, a Vice President or the Secretary
of the Company not less than 48 hours before the time fixed for holding the
meeting of shareholders for the purpose of electing directors if notice of such
meeting has been given at least 10 days prior thereto, and otherwise not less
than 24 hours before such meeting, that he or she desires cumulative voting at
such election. If an announcement of the giving of such notice is made upon
convening of the meeting by the Chairman or Secretary, or by, or on behalf of,
such shareholder, each holder of shares shall have cumulative voting rights in
the election of directors. Cumulative voting entitles each shareholder to
cumulate the voting power he or she possesses in the election of directors and
give one nominee as many votes as is equal to the number of shares he or she
holds multiplied by the number of directors to be elected, or to distribute his
or her votes on the same principle among two or more of the nominees, as he or
she sees fit.
2
<PAGE> 6
ELECTION OF DIRECTORS
The number of directors to be elected is six (6). The directors are to
be elected to hold office until the next annual meeting and until their
successors are elected and qualified. The shares represented by the enclosed
proxy, if authority is not withheld and the proxy is returned duly executed,
will be voted for the six nominees named below. If voting is cumulative as a
result of the request of a shareholder, the proxy holders designated by the
Board of Directors will have discretionary authority to distribute the votes of
shares subject to proxies they hold so as to elect the maximum number of
nominees for director set forth herein.
It is intended that, unless otherwise directed, the shares represented
by the enclosed proxy will be voted FOR the election of the nominees as
directors. In the event that any of the nominees for director should become
unavailable, the Board of Directors may designate a substitute nominee, in
which event such shares will be voted for each substitute nominee.
Each nominee for director was elected at the 1995 Annual Meeting of
Shareholders to serve a one-year term expiring in 1996.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.
The following table sets forth certain information concerning each
nominee for director.
<TABLE>
<CAPTION>
Directorships held in
any company with a class
of securities registered
pursuant to Sections 12
Director or 15(d) of the Securities
Name Age Since Exchange Act of 1934
---- --- ----- --------------------
<S> <C> <C> <C>
Si Sokol 68 1970 Westford Group, Inc.
James R. Davis 61 1987 Westford Group, Inc.
Daniel D. Harkins 66 1981 Westford Group, Inc.
Milton O. Lustnauer 78 1981 None
</TABLE>
3
<PAGE> 7
<TABLE>
<CAPTION>
Directorships held in
any company with a class
of securities registered
pursuant to Sections 12
Director or 15(d) of the Securities
Name Age Since Exchange Act of 1934
---- --- ----- --------------------
<S> <C> <C> <C>
John S. Sokol 34 1990 Westford Group, Inc.
Saul Sokol 76 1982 None
</TABLE>
Si Sokol has been Chairman of the Board of Directors of the Company
since 1970 and President since December 1980, and is also Chairman of the
Board, President of Ohio Indemnity Company, a wholly owned subsidiary of the
Company ("Ohio Indemnity"), and President of BCIS Services, Inc., a wholly
owned subsidiary of the Company. Mr. Sokol is also President and a Director of
Westford Group, Inc., which is a holding company currently involved in the
preparation of codes and publishing of municipal ordinances, and which has its
common stock registered pursuant to Section 12 of the Securities Exchange Act
of 1934. Mr. Sokol is a Director of Fifth Third Bank of Columbus, Ohio and has
previously served on the boards of a number of corporations including several
national banks and a federally chartered savings and loan association located
in the State of Ohio. Mr. Sokol is Saul Sokol's brother and John Sokol's
father.
James R. Davis joined the Company in 1989 as the Administrator of Ohio
Indemnity's Bonded Service program and was elected a Vice President of the
Company in 1992. He also serves as a Director of Ohio Indemnity and Westford
Group, Inc. He is also Vice President of Ohio Indemnity and BCIS Services, Inc.
From 1986 to 1989, Mr. Davis served as an independent consultant to third party
administrators of self-insured workers' compensation programs. He acted as
President and Director of James R. Davis & Associates, Inc., a corporation
providing cost management services, from 1980 to 1986, which he sold in 1985.
He was President of Gates, McDonald & Company, a corporation providing cost
management services from 1971 to 1979.
Daniel D. Harkins is a private investor. He also serves as a Director
of Ohio Indemnity and Westford Group, Inc. Prior to 1987, Mr. Harkins was the
owner and president of Ace Beverage Distributing Company. From 1973 to 1978,
he served as General Sales Manager and International Sales Manager for several
divisions of Ashland Chemical Co., and from 1978 to 1980, he served as a
consultant for A. T. Kearney Inc., a management consulting firm.
4
<PAGE> 8
Milton O. Lustnauer is a private investor. He also serves as a Director
of Ohio Indemnity. Mr. Lustnauer was co-founder of BBF, Inc., a restaurant
chain, and served as Executive Vice President of that corporation from 1961 to
1969 when it was acquired by Borden Inc. Following the acquisition, he became
President of BBF, Inc., a position he held from 1969 to 1973. He previously
served as director of numerous corporations, including two banks.
John Sokol, son of Si Sokol, became a Director of Bancinsurance
Corporation and Ohio Indemnity Company in 1990. In addition, he has been Vice
President of Bancinsurance Corporation and Ohio Indemnity since 1993. He also
has served as Director of Westford Group, Inc. since 1990. He acted as
Treasury Officer, Capital Markets, at The Chemical Banking Corp. of New York,
formerly Manufacturers Hanover, from January 1992 to June 1993. From August
1989 to January 1992, he was an Associate, Corporate Banking at Manufacturers
Hanover, now The Chemical Banking Corp., of New York. In May 1989, he received
a Masters of Business Administration Degree from Vanderbilt University. From
1985 to 1987, he was a Client Services Manager with Financial Guaranty
Insurance Company.
Saul Sokol, brother of Si Sokol, is the owner of Sokol Insurance Agency.
He is a chartered life underwriter (CLU) and a chartered property/casualty
insurance underwriter (CPCU). He is the past president of the Columbus
Life Underwriter's Association and the Columbus Chapter of Chartered
Property/Casualty Underwriters. Mr. Sokol is a member of several local, state
and national insurance associations. In addition, he has published a book for
consumers dealing with insurance. Mr. Sokol also serves as a Director of Ohio
Indemnity.
COMMITTEES OF THE BOARD; OTHER INFORMATION
In October 1982, the Board of Directors of the Company established an
Executive Committee. The Executive Committee has authority to take any action,
other than filling vacancies on the Board of Directors or on any committee of
the Board of Directors, that the Board of Directors may from time to time
delegate to the Executive Committee. Messrs. Si Sokol, Harkins and Lustnauer
currently serve as members of the Executive Committee. The Executive Committee
did not meet during the fiscal year ended December 31, 1995.
In August 1989, the Board of Directors of the Company established an
Investment Committee. The Investment Committee has the authority to review the
Company's investment results and make recommendations on the Company's
investments and investment strategies. Messrs. Si Sokol, Saul Sokol and
Lustnauer currently serve as members of the Investment Committee. The
Investment Committee did not meet during the fiscal year ended December 31,
1995.
5
<PAGE> 9
In November 1992, the Company established an Audit Committee. The Audit
Committee recommends the annual appointment of the Company's auditors, with
whom the Audit Committee reviews the scope of the audit and non-audit
assignments and related fees, the accounting principles used by the Company in
financial reporting, internal financial auditing procedures and the adequacy of
the Company's internal control procedures. Messrs. John Sokol, Harkins and
Lustnauer currently serve as members of Audit Committee. The Audit Committee
held two meetings during the fiscal year ended December 31, 1995. All members
of the Audit Committee attended the meetings held during 1995.
In June 1994, the Company established a Stock Option Committee to
administer the Company's 1994 Stock Option Plan. The Committee consists solely
of directors who are not, and have never been, employees of, or paid
consultants or advisors to, the Company. The Committee is authorized to
determine to whom and at what time options may be granted. The Committee
determines the number of shares subject to option, the duration of the option,
the per share exercise price, the rate and manner of exercise, and whether the
option is intended to be a Nonqualified Option or an Incentive Option. Messrs.
Harkins and Lustnauer currently serve as members of the Stock Option Committee.
The Stock Option Committee held one meeting during the fiscal year ended
December 31, 1995. All members of the Stock Option Committee attended the
meeting held during 1995.
The Company's Board of Directors held five meetings during the fiscal
year ended December 31, 1995. Each of the directors attended 75% or more of
the total number of Board of Directors meetings held during 1995.
COMPENSATION OF DIRECTORS
The directors of the Company are also directors of Ohio Indemnity, which
paid each non-employee director, a $1,000 retainer plus $400 per meeting
attended in 1995. In addition, non-employee directors received $200 for each
committee meeting attended in 1995. Under the Company's 1994 Stock Option
Plan, non-employee directors automatically receive an option to purchase 2,000
shares of the Company on the first business day after each Annual Meeting of
Shareholders, provided the director continues to serve on the Board on such
date. Such options will not be exercisable until one year from the date of
grant and will terminate on the earlier of the tenth anniversary of the date of
grant or three months following the date the director ceases to be a director
of the Company or becomes disabled or dies. Employee directors do not receive
additional compensation from the Company or Ohio Indemnity for serving as
directors.
6
<PAGE> 10
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In May 1994, the Company entered into a Split Dollar Insurance Agreement
("Agreement") with the Fifth Third Bank of Columbus as Trustee ("Trustee") for
the benefit of Si Sokol, the Company's Chief Executive Officer, and his spouse,
Barbara K. Sokol (collectively, the "Insureds"). Pursuant to the Agreement,
the Trustee has acquired a second-to-die policy on the lives of the Insureds,
in the aggregate face amount of $2,700,000. The aggregate annual premium is
comprised of a term and a whole life portion, of which the whole life portion
is treated as an interest-free loan with the insurance policy assigned to the
Company as collateral to secure the Company's interest in the policy. The term
and whole life portion of the split dollar life insurance policy equaled $699
and $71,020, respectively, for 1995. All premiums paid by the Company in
connection with the split dollar life insurance policy are to be repaid, in
full, without interest, upon the death of the second-to-die of the Insureds.
In addition, Mr. and Mrs. Sokol have contributed 15,000 shares of the Company's
Common Stock to the Si and Barbara K. Sokol Irrevocable Trust dated May 6, 1994
(the "Trust"), and the Trust has pledged such shares to secure the Trustee's
rights under the Agreement.
The Company places its insurance coverages with the Sokol Insurance
Agency whose principal is Saul Sokol, a director of the Company and Ohio
Indemnity. The Company pays competitive premiums for the insurance coverages
which were approximately $75,569 in 1995.
Management believes that the transactions with affiliates, including the
loans and insurance products mentioned above, have not been material and have
been made under terms that were no less favorable to the Company than those
that would have been offered to or could have been obtained from unaffiliated
third parties. In the future, the Company will not enter into any transactions
with officers, directors, principal shareholders or affiliates, including
loans, unless the terms are no less favorable to the Company than those that
could be obtained from unaffiliated third parties and the transactions are
approved by a majority of the Company's directors, including a majority of
disinterested directors.
7
<PAGE> 11
OWNERSHIP OF VOTING STOCK
The following table sets forth the beneficial ownership of the Company's
Common Stock by: (i) each person known by the Company to be the beneficial
owner of more than 5% of the outstanding Common Stock of the Company; (ii)
each of the Company's directors and the executive officers named in the Summary
Compensation Table; and (iii) the directors and executive officers as a group
as of March 31, 1996.
<TABLE>
<CAPTION>
Number of Shares
Name and Address Beneficially Percent
of Beneficial Owner Owned(1,2) Of Class(2)
------------------- ----- --------
<S> <C> <C>
Si Sokol 2,906,900(3) 50.2%
Chairman, Director and President
20 E. Broad Street
Columbus, Ohio 43215
Barbara K. Sokol 2,906,900(3) 50.2%
20 E. Broad Street
Columbus, Ohio 43215
John S. Sokol 257,140(3,4) 4.4%
Director and Vice President
20 E. Broad Street
Columbus, Ohio 43215
James R. Davis 40,000(4) 0.7%
Director and Vice President
20 E. Broad Street
Columbus, Ohio 43215
Daniel D. Harkins 50,500(4) 1.0%
Director
20 E. Broad Street
Columbus, Ohio 43215
</TABLE>
8
<PAGE> 12
<TABLE>
<CAPTION>
Number of Shares
Name and Address Beneficially Percent
of Beneficial Owner Owned(1,2) Of Class(2)
------------------- ----- --------
<S> <C> <C>
Milton O. Lustnauer 411,560(4) 7.1%
Director
20 E. Broad Street
Columbus, Ohio 43215
Saul Sokol 365,850(4) 6.3%
Director
20 E. Broad Street
Columbus, Ohio 43215
All directors and officers 3,872,410(4) 65.9%
as a group (seven persons)
<FN>
- ---------------
(1) Except as otherwise noted, none of the named individuals shares with
another person either voting or investment power as to the shares
reported.
(2) Calculated on the basis of the number of outstanding shares plus the
number of shares a person has the right to acquire within 60 days of
March 31, 1996.
(3) Includes 2,252,780 common shares owned by Barbara K. Sokol, of which
634,620 shares are owned by her as trustee for her children,
including 211,540 as trustee for John Sokol, her son, and 654,120 common
shares owned by Si Sokol, her husband. Included in both Mr. and Mrs.
Sokol's shares are 15,000 indirectly owned shared that were contributed,
7,500 from each, to the Si and Barbara K. Sokol Irrevocable Trust (Fifth
Third Bank, as Trustee) in connection with a split-dollar insurance
policy on the life of Mr. and Mrs. Sokol, for the benefit of their three
children, including 5,000 as pledged through a collateral agreement for
John Sokol, over which John Sokol shares no investment control over the
Trust. The rules of the Securities and Exchange Commission require that
Mr. and Mrs. Sokol's shares be aggregated for purposes of this
disclosure, however, Mr. and Mrs. Sokol each disclaim any beneficial
ownership of the other's shares.
(4) Includes 30,000, 4,000, 4,000, 25,000 and 4,000 common shares each for
Messrs. John Sokol, Harkins, Lustnauer, Davis and Saul Sokol,
respectively, and 117,000 common shares for all directors and officers
of the Company as a group which may be purchased pursuant to stock
options exercisable within 60 days of March 31, 1996.
</TABLE>
9
<PAGE> 13
EXECUTIVE OFFICERS OF THE CORPORATION
The executive officers of the Company are listed below together with a
statement of the business experience of each executive officer during the last
five years. Executive officers are elected annually by the Board of Directors
and serve at the pleasure of the Board.
SI SOKOL, age 68, has been Chairman of the Board of Directors of the
Company since 1970 and President since December 1980, and is also Chairman of
the Board, President of Ohio Indemnity and President of BCIS Services, Inc.
Mr. Sokol is also President and a Director of Westford Group, Inc., which is a
holding company currently involved in the preparation of codes and publishing
of municipal ordinances, and which has its common stock registered pursuant to
Section 12 of the Securities Exchange Act of 1934. Mr. Sokol is a Director of
Fifth Third Bank of Columbus, Ohio and has previously served on the boards of a
number of corporations including several national banks and a federally
chartered savings and loan association located in the State of Ohio.
JAMES R. DAVIS, age 61, joined the Company in 1989 as the Administrator
of Ohio Indemnity's Bonded Service program and was elected a Vice President of
the Company in 1992. He also serves as a Director of Ohio Indemnity and
Westford Group, Inc. He is also Vice President of Ohio Indemnity and BCIS
Services, Inc. From 1986 to 1989, Mr. Davis served as an independent consultant
to third party administrators of self-insured workers' compensation programs.
He acted as President and Director of James R. Davis & Associates, Inc., a
corporation providing cost management services, from 1980 to 1986, which he
sold in 1985. He was President of Gates, McDonald & Company, a corporation
providing cost management services from 1971 to 1979.
JOHN S. SOKOL, age 34, son of Si Sokol, became a Director of
Bancinsurance Corporation and Ohio Indemnity Company in 1990. In addition, he
has been Vice President of Bancinsurance Corporation and Ohio Indemnity since
1993. He acted as Treasury Officer, Capital Markets, at The Chemical Banking
Corp. of New York, formerly Manufacturers Hanover, from January 1992 to June
1993. From August 1989 to January 1992, he was an Associate, Corporate Banking
at Manufacturers Hanover, now The Chemical Banking Corp., of New York. In May
1989, he received a Masters of Business Administration Degree from Vanderbilt
University. From 1985 to 1987, he was a Client Services Manager with Financial
Guaranty Insurance Company.
10
<PAGE> 14
SALLY J. CRESS, age 41, has served as the Secretary, Treasurer and
principal accounting officer of the Company and Ohio Indemnity since March
1985. She also serves as Director of Ohio Indemnity and as Secretary and
Treasurer of BCIS Services, Inc. and Westford Group, Inc. Mrs. Cress is a
Certified Public Accountant.
EXECUTIVE COMPENSATION
The following tables sets forth the compensation paid by the Company and
its principal subsidiaries to the Company's Chief Executive Officer and the
executive officers whose salaries and bonuses exceeded $100,000 for the fiscal
years ended December 31, 1995, 1994 and 1993.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation
Compensation Awards
-------------------- ------------
(a) (b) (c) (d) (g) (i)
Securities All Other
Name and Principal Salary Bonus Underlying Compensation
Position Year ($) ($) Options (#) ($) (1)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SI SOKOL(2) 1995 215,000 20,000 0 699
Chairman, President 1994 195,000 30,000 0 9,595
Chief Executive Officer 1993 185,000 40,000 0 13,500
JAMES R. DAVIS 1995 110,100 40,000 10,000 5,400
Vice President 1994 100,000 20,000 0 11,400
1993 93,600 15,000 10,000 5,616
<FN>
- -------------------
(1) Represents, for each named executive, the amount of the Company's
contributions to the Ohio Indemnity Company Employee Profit
Sharing Plan, effective January 1, 1986, as to which Messrs. Sokol and
Davis are 100% vested as of December 31, 1995. There was no
contribution to the plan in 1995. Additionally, Mr. Davis is entitled to
annual reimbursement for automobile expenses of $5,400 per annum, and,
for Mr. Sokol, costs associated with the term portion of a split dollar
life insurance policy, which premium equaled $699 and $595 for 1995 and
1994, respectively.
</TABLE>
11
<PAGE> 15
(2) The aggregate annual premium of Mr. Sokol's split dollar life insurance
policy is comprised of a term and a whole life portion, of which the
whole life portion is treated as an interest-free loan. The premium
for the whole life portion of Mr. Sokol's split dollar life insurance
policy equaled $71,020 and $71,430 for 1995 and 1994, respectively, and
has not been included in the Summary Compensation Table. The aggregate
annual premiums associated with the split dollar life insurance policy
are to be repaid in full, upon the second-to-die of Mr. and Mrs. Sokol.
The following table sets forth certain information regarding stock
options granted to the executive officers named in the Summary Compensation
Table during the Company's 1995 fiscal year and the exercise price and
expiration date of the options granted to such executive officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realized
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option term (2)(3)
- -----------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g)
Number of
Securities % of Total
Underlying Options Granted Exercise
Options to Employees in Price Expiration
Name Granted(#) Fiscal Year ($/Sh)(1) Date 5% ($) 10% ($)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Si Sokol 0 0 0 0 0 0
James R. Davis(4) 10,000 26.0 2.50 12-20-05 40,722 64,844
<FN>
- -----------------
(1) The option price is the fair market value of the Company's common stock
on the date of grant, determined in accordance with the 1994 Stock
Option Plan (i.e., the closing sales price per share on the Nasdaq
National Market on that date).
(2) The dollar amounts in these columns are the product of (a) the
difference between (1) the product of $2.50 (the per share market price
on the date of grant) and the sum of
</TABLE>
12
<PAGE> 16
1 plus the assumed rate of appreciation (5% and 10%) compounded over
the term of the option (ten years) and (2) $2.50 (the per share
exercise price) and (b) the number of shares underlying the grant at
the end of fiscal 1995.
(3) The appreciation rates stated are arbitrarily assumed, and may or may
not reflect actual appreciation in the stock price over the life of the
option. Regardless of any theoretical value which may be placed on a
stock option, no increase in its value will occur without an increase
in the value of the underlying shares. Whether such an increase will
be realized will depend not only on the efforts of the recipient of the
option, but also on the conditions in the Company's industry and market
area, competition, and general and local economic conditions, over
which the optionee may have little or no control.
(4) This option was granted December 21, 1995 and will vest 20% every year
over a five year period.
The following table sets forth certain information regarding stock
options exercised by the executive officers named in the Summary Compensation
Table during the Company's 1995 fiscal year and the year-end values of
unexercised options held by such executive officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Fiscal Options at Fiscal
Year End (#) Year End ($)(2)
Shares Value
Acquired on Realized Exercisable/ Exercisable/
Name Exercise (#) ($)(1) Unexercisable Unexercisable
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Si Sokol 0 0 0 / 0 0 / 0
James R. Davis(2) 0 0 25,000 /10,000 0 / 0
</TABLE>
- -----------------
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<PAGE> 17
(1) Represents the difference between the per share fair market value on
the date of exercise and the per option exercise price, multiplied by
the number of shares to which the exercise relates.
(2) Represents the total gain which would be realized if all in-the-money
options held at year end were exercised, determined by multiplying the
number of shares underlying the options by the difference between the
per share option exercise price and the per share fair market value at
year end. An option is in-the-money if the fair market value of the
underlying shares exceeds the exercise price of the option.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Coopers and Lybrand L.L.P. as
independent certified public accountants to examine and report on the Company's
financial statements for the current fiscal year, and to perform other
appropriate audit, accounting and consulting services. Coopers & Lybrand
L.L.P. served as the Company's independent accountants and audited the
Company's financial statements for the year ended December 31, 1995.
Representatives of Coopers & Lybrand L.L.P. will be present at the meeting and
will have an opportunity to make a statement if they desire to do so. Such
representatives will be available to respond to appropriate questions.
PROPOSALS BY SHAREHOLDERS FOR 1997 ANNUAL MEETING
If any shareholder of the Company wishes to submit a proposal to be
included in next year's Proxy Statement and acted upon at the annual meeting of
the Company to be held in 1997, the proposal must be received by the Secretary
of the Company at the principal executive offices of the Company, 20 East Broad
Street, Fourth Floor, Columbus, Ohio 43215, prior to the close of business on
January 1, 1997. Any proposal submitted after that date may be omitted by the
Company from the Proxy Statement and form of proxy relating to that meeting.
14
<PAGE> 18
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers, directors, and persons who are beneficial owners of more
than ten percent of the Company's shares ("reporting persons") to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission. Reporting persons are required by Securities and Exchange
Commission regulations to furnish the Company with copies of all Section 16(a)
forms filed by them. Based on its review of the copies of Section 16(a)
forms received by it, the Company believes that, during 1995, all filing
requirements applicable to reportng persons were complied with.
OTHER MATTERS
The Company's 1995 Annual Report was furnished to shareholders prior to
or concurrently with the mailing of this proxy material. Extra copies of the
1995 Annual Report are available upon request.
As of this date, management knows of no other business that will come
before the meeting. Should any other matter requiring a vote of shareholders
arise, the proxy in the enclosed form confers upon the person or persons
designated to vote the shares discretionary authority to vote the same with
respect to any such other matter in accordance with their best judgement.
UPON THE WRITTEN REQUEST OF ANY PERSON WHOSE PROXY IS HEREBY SOLICITED,
THE COMPANY WILL PROVIDE, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM
10-K, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. ANY SUCH REQUEST
SHOULD BE ADDRESSED TO SALLY J. CRESS, SECRETARY, BANCINSURANCE CORPORATION, 20
EAST BROAD STREET, FOURTH FLOOR, COLUMBUS, OHIO 43215.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN
AND DATE THE ENCLOSED PROXY AND TO MAIL IT PROMPTLY.
BY ORDER OF THE BOARD OF DIRECTORS
SALLY J. CRESS, SECRETARY
15
<PAGE> 19
BANCINSURANCE CORPORATION
20 EAST BROAD STREET, FOURTH FLOOR
COLUMBUS, OHIO 43215
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Daniel D. Harkins, Milton O. Lustnauer, and
Si Sokol, or any of them as proxies, each with the power to appoint his
substitute, and hereby authorizes them (or any of them if all shall not be
present) to represent and to vote, as indicated, at the Annual Meeting of
Shareholders of Bancinsurance Corporation to be held June 4, 1996, or at any
adjournment thereof, upon the election of directors and, in their discretion,
upon such other business as may properly come before the meeting, all the
Common Shares of Bancinsurance Corporation held of record by the undersigned on
April 16, 1996.
<TABLE>
<S> <C> <C>
ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for ALL nominees listed below
James R. Davis Saul Sokol Daniel D. Harkins John S. Sokol Milton O. Lustnauer Si Sokol
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES FOR DIRECTOR LISTED ABOVE.
(This Proxy Continues And Must Be Signed On The Reverse Side)
</TABLE>
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Shareholders, the Proxy Statement and the 1995 Annual Report.
/ / Please check if you plan to
attend the Annual Meeting.
....................................
(Date)
....................................
(Signature)
....................................
(Second Signature, if Applicable)
Please date and sign exactly as name
appears above. When signing as attorney,
executor, administrator, trustee,
guardian or corporate officer, please
give full title. All joint owners must
sign. Please return promptly.
PLEASE RETURN PROXY IN ENVELOPE FURNISHED.
