UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X]Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Fiscal Year Ended December 31, 1995
Commission file number 2-67099
MOMED Holding Co.
(Exact name of registrant as specified in its charter)
MISSOURI 43-1473496
(State or other jurisdiction of (IRS Employer Identification #)
incorporation or organization)
8630 Delmar Blvd., Suite 100, St. Louis, MO 63124
(Address of principal executive offices)
Registrant's telephone number, including area code:314-872-8000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $1.00 par value
(Title of class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities and Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
Indicated by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (229.405 of this chapter) is not
contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K [ ] (Amended by Exch Act Rel No.
28869, eff. 5/1/91.)
The aggregate market value of Class A shares held by nonaffilities
as of March 1, 1996 was $1,680,135.
The number of Class A shares outstanding as of March 1, 1996 was
739,584.
The following documents are incorporated herein by reference:
Annual Report to Stockholders for the Year Ended December 31, 1995
Part II, IV
Part I
Item 1. Business
A. General Development of Business
On May 12, 1988, the shareholders of Missouri Medical
Insurance Company "MOMEDICO" approved a plan to exchange the
issued and outstanding shares of the Company for shares of
MOMED Holding Co. During 1989, the exchange of Class A and
Class B common shares of MOMED Holding Co. for the Class A
and Class B common shares of MOMEDICO was completed, and
222,343 Class A and 24,185 Class B common shares were issued.
On September 9, 1989, MOMEDICO at a special meeting of the
shareholders approved a change in the par value of its Class
A common stock from $1.00 per share to $3,000 per share and
fractional shares were redeemed for cash. As a result of the
action by MOMEDICO shareholders, MOMED Holding Co. owns 100%
of the Class A and Class B common shares of MOMEDICO.
On August 16, 1994, the shareholders approved the exchange of
Class B common shares for Class A common shares on a share-
for-share basis. Also, in connection with the share exchange
agreement, 24,185 shares of Class C non-voting common stock
was authorized and issued to the Missouri State Medical
Association (MSMA). MSMA has an option to sell the Class C
shares and the Company is required to purchase such shares at
a per share consideration of $24.81 with the aggregate cash
consideration not to exceed $600,000. As of March 24, 1996,
no shares have been redeemed by the Company.
Also, effective January 1, 1989, MOMED Holding Co. acquired
by purchase 100% of the outstanding shares of Professional
Liability Associates, Inc. Professional Liability
Associates, Inc. is actively trying to market claims
management services to hospitals and other self insured
groups. During 1990, MOMED Holding Co. acquired 100% of the
issued and outstanding shares of Momedico Professional
Services, Inc. from MOMEDICO. Momedico Professional
Services, Inc. holds a brokers license and is investigating
other types of insurance that could be provided to physicians
and dentists through an agency arrangement. Since 1984,
Momedico Professional Services, Inc. has purchased furniture
and equipment which is leased to MOMEDICO. In the following
sections of this report, MOMED Holding Co. and Missouri
Medical Insurance Company "MOMEDICO" are referred to herein
as the Company since the primary business activity is
providing professional liability insurance to physicians
through MOMEDICO.
On February 2, 1996, the Company signed a letter of intent with
MAIC Holdings, Inc. of Birmingham, Alabama, wherein MOMED
Holding co. would enter into negotiations to become a wholly
owned subsidiary of MAIC. For additional information refer
to Note 18 of notes to consolidated financial statements,
which are incorporated herein by reference.
Missouri Medical Insurance Company "MOMEDICO" was organized
by the Missouri State Medical Association (MSMA) in 1978 as
the sponsored medical professional liability insurer for its
members, and the Company estimates that it insured
approximately 18% of the MSMA members as of December 31,
1995.
B. Financial Information About Industry Segments.
The Company is only involved in one segment of the insurance
industry, that being medical professional liability
insurance. The financial information regarding the Company's
operations is incorporated by reference in Part II, Item 8.
C. Narrative Description of Business.
The primary business of the Company is selling and issuing
policies of medical professional liability insurance to
eligible physicians, dentists, professional partnerships and
corporations whose members are physicians licensed to
practice and are practicing in the State of Missouri and
Kansas and to Certified Registered Nurse Anesthetists. 100%
of the company's premium income is derived from medical
professional liability insurance.
During 1990, the Company discontinued selling office premises
liability insurance (also known as owner's, landlord's and
tenant's insurance) covering liability for bodily injury and
property damage arising out of the use of the insured office
premises.
The Company provides twelve-month policies with optional
installment payment plans available on a quarterly or
semiannual basis. Selection of an option by an insured
increases the installment payments of the premium by a
service charge based on a 9% annual rate.
As of December 31, 1995, the Company insured 1,496
physicians, dentists and corporations.
Prior to June 30, 1986, the Company had written primarily the
traditional form of medical professional liability insurance
policy which is known as an "occurrence" policy. Effective
July 1, 1986, all new and renewal medical professional
liability policies were issued on a policy form known as a
"claims made" policy. The primary difference between the two
forms of policies is that the "occurrence" policy offers
coverage for any covered claim arising from an occurrence
during the policy period regardless of whether the claim is
made during or after the end of the policy period. Whereas,
under a "claims made" policy, an insurer indemnifies the
insured only against liability for claims which relate to an
event occurring after the effective date of the policy and
while it is in force and which are actually asserted against
him during such period. Thus under a "claims made" policy,
once a policy period ends, the insured is no longer
indemnified against liability for acts committed during that
policy period and for which no claims have yet been asserted
against him. He is able to obtain indemnification for such
acts only by continuing to purchase additional insurance for
subsequent policy periods during which any such claim may
possibly be asserted. The basic professional liability
policy issued by the Company in the State of Missouri
provides a limit of liability of $200,000 for loss resulting
from any one claim or suit or all suits because of injury or
death of any one person and an annual aggregate limit of
$600,000 which is the total limit of the Company's liability
during the effective policy period. Such limits of liability
apply separately to each insured. Increased limits are also
available in the amount of $500,000/$1,500,000;
$1,000,000/$2,000,000; $2,000,000/$3,000,000;
$2,000,000/$4,000,000; $3,000,000/$5,000,000; and
5,000,000/$7,000,000.
The Company is authorized to write primary limits of
$200,000/$600,000 in the State of Kansas. The Kansas Health
Care Stabilization Fund requires physicians to purchase
excess coverage in one of the following amounts,
$100,000/$300,000; $300,000/$900,000, and
$800,000/$2,400,000. The Company offers excess coverage over
the amounts available from the Fund up to a maximum of
$5,000,000/$7,000,000.
The Company is subject to ongoing regulations by the Director
of the Department of Insurance of Missouri. Such regulation
includes, among other things, review of premium rates and
policy forms, adequacy of reserves, adequacy of capital and
surplus, and other matters pertaining to insurance and the
operation of the Company. During 1993, the Department of
Insurance performed an examination of the statutory
statements for the two years ended December 31, 1992. There
were no changes to the Company's statutory financial
statements for this period.
The medical professional liability insurance market is a
highly competitive segment of the total insurance industry.
The Company estimates that it has written approximately 15%
of the physicians medical professional liability insurance
presently in effect in the State of Missouri. Based on
Company estimates and published information, the Company
believes that the balance was written by Medical Protective
Company (20%), St. Paul Fire and Marine Insurance Company
(5%), PIE Mutual Insurance Company of Ohio (20%), Intermed
Insurance Company (12%), Medical Defense Associates, Ltd.
(15%), and 13% by others. The first two companies are larger
and better capitalized and have been in business longer than
the Company. Other non-Missouri domiciled companies have
adopted very aggressive pricing structures to gain market
share.
At December 31, 1995, the Company had 20 full time employees.
D. Financial Information about Foreign and Domestic Operations
and Export Sales
The Company has no foreign operations and is licensed to sell
casualty insurance other than auto in the States of Missouri
and Kansas.
Item 2. Description of Property
The Company acquired a building in St. Louis, Missouri on
June 1, 1992, and utilizes approximately one-half of the
space for its home office and the remainder is leased to
other companies. The Company acquired permanent financing in
the amount of $600,000 with interest at 7.75%. The financing
is for a period of four years and matures on October 31,
1997. As of December 31, 1995 the Company owed $513,333 on
this loan.
The Company acquired two parcels of real estate in Jefferson
City, Missouri on September 19, 1989, at a cost of $121,687.
Renovation of the structures were completed during 1992 at a
cost of $168,732, and MOMEDICO moved its Central Missouri
Claims office into one of the buildings. On June 30, 1995,
the Company sold the parcel of real estate adjacent to its
Central Missouri claims office and net proceeds from the sale
of approximately $54,000 were applied to the mortgage. The
Company reported a gain of $1,962 on the sale. At December
31, 1995, the Company owed $180,310 on a bank loan with
interest at 8.00%. The loan matures on September 1, 1996.
The Company expects to refinance both loans at their maturity
and does not anticipate difficulties in the refinancing
activities.
Item 3. Legal Proceedings
The Company has no lawsuits or outstanding settlements other
than those related to claims arising out of the normal
operations of the Company's primary business, which are
covered by the reserves for losses and loss adjustment
expenses.
Item 4. Submission of Matters to a Vote of Security Holders
A. Special Meeting of Shareholders, December 8, 1995.
C. To approve or disapprove a proposal to increase the number of
authorized shares of Class A Common Stock $1.00 par value, to
One Million (1,000,000) shares to accommodate a three-for-one
stock split:
Votes: For 184,726 Against 0 Abstain 0
Part II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters.
A. At the time of this report, there is a limited number of
marketmakers for the registrant's Class A Common Stock. The
bid and ask price during 1995, adjusted for the three for one
stock split, ranged from $2.50 bid; $2.67 ask to $2.50 bid;
$0 ask at December 31, 1995. The bid and ask price during
1994 ranged from $2.00 bid; $2.67 ask to $2.50 bid; $2.67 ask
at December 31, 1994. The bid and ask price during 1993
ranged from $2.00 bid; $2.50 ask to $1.83 bid, $2.33 ask at
December 31, 1993.
The 24,185 Class B common stock held by Missouri State
Medical Association (MSMA) was exchanged on a share-for-share
basis into 24,185 Class A Common stock of the Company on
August 16, 1994. In conjunction with this exchange, the
Company authorized and issued 24,185 Class C non-voting
common stock at $1.00 par value to MSMA. MSMA has an option
to sell the Class C shares and the Company is required to
purchase such shares at a per share consideration of $24.81,
with the aggregate cash consideration not to exceed $600,000.
On February 24, 1995, the Board of Directors adopted a
Shareholder's Protection Rights Plan. This plan is designed
to protect the shareholders from persons attempting to
acquire shares by a partial tender offer, or by buying shares
in the market or in negotiated transactions, without paying
a fair premium for control and without offering a fair price
to all stockholders. For additional information refer to
Note 17 of notes to consolidated financial statements, which
are incorporated herein by reference.
On September 8, 1995, the Board of Directors declared a
three-for-one split of the Company's Class A common stock.
The additional 493,056 shares arising from the split were
distributed on January 22, 1996, to shareholders of record as
of November 8, 1995.
B. The approximate number of stockholders of record as of March
1, 1996, of Class A stock was 272.
C. The Company paid no dividends during 1995. The registrant
declared a dividend of $.25 per share on Class A and Class B
common stock on May 10, 1991, to shareholders of record on
May 15, 1991, payable May 29, 1991. This was the first
dividend paid by the registrant and was not to be considered
as a commitment to pay regular annual dividends, nor should
it be viewed as an amount which might be used for any future
dividends. The registrants ability to pay dividends in the
future is restricted to the extent of its primary subsidiary
MOMEDICO being able to pay dividends to the registrant.
MOMEDICO's ability to pay dividends is restricted to the
extent of maintaining adequate statutory capital and surplus.
Information contained in Note 12 of notes to consolidated
financial statements on page 27 of the registrant's 1995
annual report to stockholders explains such restrictions, a
copy of which is filed as Exhibit 13 hereto, is hereby
incorporated by reference.
Item 6. Selected Financial Data
See Item 8
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation
See Item 8
Item 8. Consolidated Financial Statements and Supplementary Data
The information required by Items 6, 7, and 8 of this Part II
are hereby incorporated by reference to pages 13 through 28
of the registrants' 1995 annual report to stockholders, a
copy of which is filed as Exhibit 13 hereto.
Item 9. Changes in and disagreements with Accountants on
Accounting and Financial Disclosures
None
Part III
Item 10. Directors and Executive Officers of the Registrant
(a) Identification of Directors
Period of
Service
Position as a
with Director Principal
Name Age Company of company Occupation
Richard V. Bradley, M.D. (1) 69 President &
Chief Exec.
Officer &
Director 1978 to date General Surgeon
Norman P.Knowlton,III, MD(2) 47 Director 1990 to date Internal
Medicine
Thomas J. Cooper, M.D. (3) 71 Director 1981 to date Pathologist
Leonard L. Davis, M.D. (4) 72 Director 1987 to date Orthopaedic
Surgeon
H. Peter Ekern, M.D. (5) 62 Director 1986 to date Family Practice
Physician
Eugene T. Hansbrough, M.D.(6) 70 Director 1978 to date General Surgeon
R.J. King (7) 82 Director 1986 to date Retired Ins.
Agency Owner
Howard E. Linville, M.D. (8) 72 Chairman 1978 to date Retired General
Surgeon
John I. Matthews, M.D. (9) 76 Director 1981 to date Internist
Dale E. Darnell, M.D. (10) 61 Director 1988 to date Orothopaedic
Surgeon
Garth S. Russell, M.D. (11) 66 Chief
Financial
Officer Orthopaedic
& Director 1978 to date Surgeon
James M. Stokes, M.D. (12) 71 Secretary
Treasurer
Chief Acctg
Officer &
Director 1978 to date General Surgeon
Robert T. Gibbons, Jr. MD(13) 52 Director 1991 to date Anesthesiologist
Meredith J. Payne, M.D. (14) 69 Director 1991 to date Plastic and
General Surgeon
Gary A. Dyer, M.D. (15) 56 Director 1993 to date Dermatologist
(b) Identification of Executive Officers
Period of
Service as
Position with an Officer Principal
Name Age Company of company Occupation
Richard V. Bradley, MD (1) 69 President & Chief
Executive Officer 1978 to date General
Surgeon
James M. Stokes, MD (12) 71 Secretary-Treasurer
Chief Accounting
Officer & Director 1978 to date General
Surgeon
Garth S. Russell, MD (11) 66 Chief Financial Orthopaedic
Officer and Surgeon
Director 1978 to date
Kriete Hollrah (16) 56 Executive Vice Executive
President Vice
1990 to date President
Russell L. Oldham (17) 61 Vice President 1989 tp date Vice
Claims & Field President
Claims &
Field
Services
Patricia J. Walsh (18) 36 Assistant Vice 1992 to date Assistant
President Vice Pres.
Underwriting Undewriting
Kimberly A. Wolterman (19) 40 Vice President 1995 to date Vice
Marketing & President
Risk Management Marketing &
Risk
Management
(c) Identification of Certain Significant Employees
The registrant has no significant employees who are not executive
employees.
(d) Family Relationships
None
(e) Business Experience
See Notes 1-19.
1. Dr. Bradley was engaged in the practice of medicine in St. Louis
County, Missouri as a general surgeon for more than five years prior
to 1986. Effective October 1, 1986, he began his retirement from
medical practice to devote his full time to serve as President and
Chief Executive Officer of Momed Holding Co. and MOMEDICO. He was
Vice President of MOMEDICO from 1978 to 1980. On December 3, 1980, he
was elected President and Chief Executive Officer. He serves on the
Board of Directors of the Physicians Insurers Association of America
(PIAA), and Blue Choice HMO Missouri and he is a past President of the
Missouri State Medical Association (MSMA).
2. Dr. Knowlton, III has been in the private practice of medicine
for more than the past five years specializing in the area of internal
medicine. Dr. Knowlton is associated with The Springfield Clinic of
Internal Medicine, Springfield, Missouri. He serves on the Board of
Directors of MOMEDICO and is Secretary of the Missouri State Medical
Association (MSMA).
3. Dr. Cooper is a pathologist and former owner of Pathology
Associates, now retired. He serves on the Board of Directors of
MOMEDICO and is a past President of the St. Louis Metropolitan Medical
Society and a past President of MSMA.
4. Dr. Davis is an orthopaedic surgeon. Since 1991 he has been
employed by the University of Missouri Health Sciences Center,
Columbia, Missouri. From July 1985 he had been employed by
Healthline, a division of St. Louis University, where his work related
primarily to industrial medicine and disability evaluation. He serves
on the Board of Directors of MOMEDICO and is a member of MSMA, AAOS,
and the Missouri Orthopedic Society.
5. Dr. Ekern has been engaged in the practice of medicine as a
family practice physician for more than the past five years. He is
president of H. Peter Ekern, Inc., a director of Commerce Bank, N.A.,
Mexico, Missouri, a director of MOMEDICO, and a director of MSMI a
wholly-owned subsidiary of MSMA. He is a past president of MSMA.
6. Dr. Hansbrough, prior to retirement had been in the private
practice of medicine as a general surgeon practicing with Kneibert
Clinic, Poplar Bluff, Missouri for more than the past five years. He
is a Director of Commerce Bank of Poplar Bluff, 686 Real Estate
Partnership, serves on the Board of Directors of MOMEDICO and is a
past President of MSMA.
7. R.J. King, who retired in 1979, was previously a general insurance
agent and owner of King Insurance Agency for more than five years. He
now serves as a Director of MOMEDICO and is a former member of the
Missouri House of Representatives.
8. Dr. Linville prior to retirement, had been in the private
practice of medicine as a general surgeon practicing in Kansas City,
Missouri for more than the past five years. He has served as Chairman
of the Board of MOMED Holding Co. and MOMEDICO since December 10,
1993. He is a member of the Executive Committee.
9. Dr. Matthews prior to retirement, had been in private practice of
medicine as an internist in Jefferson City, Missouri for more than the
past five years. He serves on the Board of Directors of MOMEDICO and
is a the past President of MSMA, and past Chairman of MSMA Legislative
Committee.
10. Dr. Darnell has been engaged in the private practice of
orthopaedic surgery as an associate with Dickson-Diveley Midwest
Orthopaedic Clinic, Incorporated in Kansas City, Missouri for more
than the past five years. He serves on the Board of Directors of
MOMEDICO and is the past President of the Kansas City Orthopaedic
Society, past-chairman of the Department of Orthopaedic Surgery at St.
Lukes Hospital, is an Associate Professor of surgery with the Division
of Orthopaedic Surgery at the University of Missouri-Kansas City
School of Medicine and a member of the American Academy of Orthopaedic
Surgeons.
11. Dr. Russell has been in the private practice of medicine as an
orthopaedic surgeon for more than the past five years. He is the
Chief Financial Officer of Momed Holding Co. and MOMEDICO and serves
on the Board of Directors of MOMEDICO. He is President of Great
Rivers Holding Co. an insurance holding company and is a past
President of the Orthopaedic Society.
12. Dr. Stokes prior to retirement, had been in the private practice
of medicine as a surgeon in St. Louis County, Missouri for more than
the past five years. He is chairman of the Audit Committee,
Secretary, Treasurer and Chief Accounting Officer of Momed Holding Co.
and MOMEDICO and serves on the Board of Directors of MOMEDICO. He is
a past President of the St. Louis Metropolitan Medical Society and a
past President of MSMA.
13. Dr. Gibbons has been in the private practice of medicine as an
anesthesiologist for more than the past five years. He serves on the
Board of Directors of MOMEDICO and is Medical Director of Surgicenter
of Johnson County, Councilor, District VII of MSMA and an AMA
Delegate.
14. Dr. Payne has been in the private practice of medicine as a
plastic and general surgeon for more than the past five years. She
serves on the Board of Directors of MOMEDICO and is assistant
professor, Department of Plastic Surgery, St. Louis University School
of Medicine, Chief of Department of
Plastic Surgery, John Cochran Veteran's Hospital, a member of the
Board of Directors of NewCo Enterprises, Inc., St. Charles, MO, and a
Councilor of MSMA.
15. Dr. Dyer has been in the private practice of dermatology in St.
Joseph, Missouri for more than the past five years. He serves on the
Board of Directors of MOMEDICO and is a past president of MSMA,
Missouri Dermatological Society, Missouri University Medical School
Foundation, Kansas City Dermatological Society, and Buchanan County
Medical Society. Vice Chairman and Associate Counselor, Missouri
Dermatology Section, Southern Medical Association, past Missouri State
Chairman, Leaders Society Campaign, Dermatology Foundation.
16. Mr. Hollrah joined the Company in September 1990, as Vice
President of Finance and Administration. He was promoted to the
position of Executive Vice President in September, 1992. Prior to
September 1990, Mr. Hollrah was a principal and stockholder of the
firm of Mortland & Co., P.C., Certified Public Accountants since
February 1977.
17. Mr. Oldham was promoted to Vice President of Claims/Field
Services with MOMEDICO in October 1989 and prior to that was Assistant
to the President since April, 1988. Prior to April 1988, Mr. Oldham
was employed by AVEMCO Aviation Insurance Company, as Vice President
of Claims since December, 1980.
18. Ms. Walsh was promoted to Assistant Vice President of
Underwriting with MOMEDICO on January 15, 1992 and prior to that was
Senior Underwriter since 1988 and was the underwriter since April 22,
1985.
19. Mrs. Wolterman was promoted to Vice President of Marketing and
Risk Management on February 1, 1996, prior to that she was Assistant
Vice President of Marketing from July 26, 1995 and prior to that she
was Marketing Director from August 1, 1985. She has been employed by
the Company since July 26, 1982.
(f) Involvement in Certain Legal Proceedings
None of the Directors or Officers identified in paragraphs (a) and (b)
of this Item have been involved in any legal proceedings required to
be disclosed herein.
Item 11. Executive Compensation
(a) General
The registrant qualifies as a "small business issuer," as defined by item
10(a)(1) of Regulation S-B.
(b) Summary Compensation Table
Summary Compensation Table
Long-Term Compensation
Annual Compensation Awards Payouts
Name and Other Restricted All
Principal Annual Stock Options/ LTIP other
Position Year Salary Bonus Compens. Awards SARs Payouts Comp.
Richard V.
Bradley, M.D.
President &
Chief Executive
Officer
1995 $208,573 0 0 0 0 0 0
1994 $202,479 0 0 0 0 0 0
1993 $196,511 0 0 0 0 0 0
Kriete
Hollrah
Executive Vice
President
1995 $121,638 0 0 0 0 0 0
1994 $111,175 0 0 0 0 0 0
(c) Option/SAR Grants Table
(1) The Registrant has no option/SAR programs for executive officers.
(d) Aggregate Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table
None
(e) Long-Term Incentive Plan ("LTIP") Awards Table
None
(g) Compensation of Directors
Directors receive an annual retainer of $1,000 per year plus a fee of $500
per meeting, plus reimbursement of expenses incurred in attending meetings
concerning Company business. There are no other forms of director
compensation.
(h) Employment Contracts and Termination of Employment and Changes in Control
Arrangements
The Registrant has entered into a contract with Bradley DeMonbrun, Ltd. for
the services of its President and Chief Executive Officer. The rate of
compensation is reviewed and approved annually by the Board of Directors.
In the event the Registrant is acquired by purchase of its assets or
controlling shares and the services of the President and Chief Executive
Officer are not retained, Bradley DeMonbrun, Ltd. shall receive monthly
compensation for the term of the agreement then in effect.
(i) Report on Repricing of Options/SAR's
The Registrant has no options or SAR programs for executive officers.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners as of December
31, 1995.
(1) (2) (3) (4)
Name and Address Amt & Nature
Title of of Beneficial of Beneficial Percent
Class Owner Owner(4) of Class
Class A Common (3)
Missouri State Medical Assoc. 72,555 (1) 9.8%
Jefferson City, MO
Richard V. Bradley, M.D. 40,956 5.5%
St. Louis, MO
Leonard L. Davis, M.D. 39,186 5.3%
Mexico, MO
Thomas J. Cooper, M.D. 37,593 5.1%
St. Louis, MO
Garth S. Russell, M.D. 47,733 6.5%
Columbia, MO
CEDE & Company 52,077 7.0%
New York, NY
Missouri Medical Ins. Co. 60,144 (2) 8.1%
St. Louis, MO
(1) Missouri State Medical Association exchanged 100% of the Class B
common stock on August 16, 1994 for Class A common stock, and MSMI,
a wholly owned subsidiary, owns 12,000 Class A common shares.
(2) The registrant holds these shares as treasury shares.
(3) The registrant knows of no other persons or groups that have
beneficial ownership of more than 5% of the Class A common stock as
of December 31, 1995.
(4) Adjusted for three-for-one stock split payable to holders of record
on November 8, 1995.
(b)Security Ownership of Management.
Title of Amount of Nature of
Class Beneficial Ownership Percent of Class
Class A Common:
(Name)
Richard V. Bradley, M.D. 40,956 5.54%
Thomas J. Cooper, M.D. 37,593 5.08%
Dale E. Darnell, M.D. 3,600 .49%
Leonard L. Davis, Jr., M.D. 39,186 5.30%
Gary A. Dyer, M.D. 3,000 .41%
H. Peter Ekern, M.D. 450 *
Robert T. Gibbons, Jr., M.D. 300 *
Eugene T. Hansbrough, M.D. 6,000 .81%
Kriete Hollrah 11,562 1.56%
R.J. King 6,750 .91%
Norman P. Knowlton, III, M.D. 300 *
Howard E. Linville, M.D. 3,000 .41%
John I. Matthews, M.D. 19,719 2.67%
Russell L. Oldham 3,420 .46%
Meredith J. Payne, M.D. 300 *
Garth S. Russell, M.D. 47,733 6.45%
James M. Stokes, M.D. 600 *
Patricia J. Walsh 150 *
Kimberly A. Wolterman 525 *
All directors and officers
as a group (19 persons) 225,144 30.44%
*Less than 1/10th of 1%.
(c)Changes in Control.
None
Item 13. Certain Relationships and Related Transactions.
None
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as a part of this report.
1. Financial Statements:
Consolidated Balance Sheets, December 31, 1995 and 1994
Consolidated Statements of Operations, for the years ended
December 31, 1995, 1994, and 1993.
Consolidated Statements of Stockholders' Equity, for the years
ended December 31, 1995, 1994 and 1993.
Consolidated Statements of Cash Flows, for the years ended
December 31, 1995, 1994, and 1993.
Notes to Consolidated Financial Statements.
Independent Auditors' Report
(All incorporated herein by reference to pages 18 through 28 of
the 1995 annual report to stockholders.)
2. Financial Statement Schedules:
Schedule II - Condensed Financial Information of Registrant.
Schedule III - Supplementary Insurance Information
Schedule IV - Reinsurance
Schedule VI - Supplemental Information Concerning
Property-Casualty Insurance Operations
(All other schedules are omitted because they are not applicable
or not required, or because the required information is included
in the consolidated financial statements or notes thereto).
3. Exhibits - Securities Exchange Act of 1934 - 10-K:
(3) Articles of Incorporation and By-Laws
(13) 1995 Annual Report to Stockholders
(21) Subsidiaries of the Registrant
(24) Power of Attorney
(27) Financial Data Schedule
(28) Information from reports furnished to state insurance
regulatory authorities.
(b) Reports on Form 8-K
There were no reports required to be filed on Form 8-K during the
fourth quarter of 1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
MOMED HOLDING CO.
(Registrant)
BY Richard V. Bradely, M.D.
Richard V. Bradley, M.D.
President
Date: March 29, 1996
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
MOMED Holding Co.
Under date of March 8, 1996, we reported on the consolidated balance sheets
of MOMED Holding Co. and subsidiaries as of December 31, 1995 and 1994, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
1995, as contained in the 1995 annual report to stockholders. These
consolidated financial statements and our report thereon are incorporated by
reference in the annual report on Form 10-K for the year 1995. In connection
with our audits of the aforementioned consolidated financial statements, we
also have audited the related financial statement schedules listed in Item
14. These financial statement schedules are the responsibility of the
company's management. Our responsibility is to express an opinion on these
financial statement schedules based on our audits.
In our opinion, such financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a whole,
present fairly, in all material respects, the information set forth therein.
As discussed in note 2 of the consolidated financial statements, the Company
adopted the provisions of Financial Accounting Standards Board's Statement of
Financial Accounting Standards No. 115 "Accounting for Certain Investments in
Debt and Equity Securities" in 1994. Also, as discussed in note 2 to the
consolidated financial statements, the Company adopted the provisions of
Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 109 "Accounting for Income Taxes" in 1993.
KPMG Peat Marwick LLP
St. Louis, Missouri
March 8, 1996
SCHEDULE II
MOMED HOLDING CO.
Condensed Financial Information of Registrant
Condensed Balance Sheets
December 31, 1995 and 1994
1995 1994
ASSETS
<TABLE>
<S> <C> <C>
Assets $ 33,491 207,924
Short-term investments 277,430 ---
Investment real estate net of depreciation
of $36,480 in 1995 and $36,616 in 1994 156,392 216,303
Investment in subsidiaries, at equity 16,813,898 9,807,940
Land, building, and equipment, at cost
less accumulated depreciation
of $95,890 in 1995 and $66,634 in 1994 785,406 799,019
Other assets 431,563 292,809
Total assets $18,498,180 11,323,995
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable 12,129 8,579
Mortgages payable 693,643 799,640
Other liabilities 177,523 77,100
Total liabilities 883,295 885,319
Class C Non-voting Common Stock $1.00 par
value, redeemable,
authorized and issued 24,185 600,000 600,000
Stockholders' equity:
Class A Common Stock, $1 par value 739,584 246,528
Additional paid in capital 852,504 1,345,560
Unrealized appreciation (depreciation)
of fixed maturity investments and
equity securities of subsidiary,
net of tax 1,818,080 (1,281,104)
Retained earnings 13,655,007 9,577,982
17,065,175 9,888,966
Class A treasury shares at cost, 67,530
shares in 1995 and 22,510 shares in 1994 (50,290) (50,290)
Total stockholders' equity 17,014,885 9,838,676
Total liabilities & stockholders equity $18,498,180 11,323,995
</TABLE>
See Notes to Consolidated Financial Statements.
SCHEDULE II
MOMED HOLDING CO.
Condensed Financial Information of Registrant
Condensed Statements of Operations
Years Ended December 31,
1995 1994 1993
<TABLE>
<S> <C> <C> <C>
Revenues $2,624,571 2,558,040 2,593,816
General and administrative expenses 2,398,651 2,366,422 2,373,977
Earnings before income tax (expense)
and equity in net earnings
(loss) of subsidiaries 225,920 191,618 219,839
Income tax (expense) benefit (86,052) (54,980) 62,092
Earnings before equity in net earnings
(loss) of subsidiaries 139,868 136,638 281,931
Equity in net earnings (loss) of
subsidiaries, net of taxes 3,937,157 1,576,501 (700,470)
Net earnings (loss) $4,077,025 1,713,139 (418,539)
</TABLE>
See Notes to Consolidated Financial Statements.
SCHEDULE II
MOMED HOLDING CO.
Condensed Financial Information of Registrant
Condensed Statements of Cash Flows
Years Ended December 31,
1995 1994 1993
<TABLE>
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss) $4,077,025 1,713,139 (418,539)
Adjustments to reconcile net
earnings to cash provided by
operating activities:
Equity in net (earnings) loss of
subsidiaries (3,937,157) (1,576,501) 700,470
Other, net 85,446 (22,208) (141,022)
Net cash provided by operating
activities 225,314 114,430 140,909
Cash flows from investing activities:
Investment real estate purchased --- (7,530) ---
Purchase of land, building,
and equipment (16,320) (25,252) (33,290)
Net cash used by investing
activities (16,320) (32,782) (33,290)
Cash flows from financing activities:
Repayment of mortgage loans (105,997) (50,387) (56,560)
Stock exchange expenses --- (36,013) ---
Net cash provided (used) by
financing activities (105,997) (86,400) (56,560)
Net increase(decrease) in cash 102,997 (4,752) 51,059
Cash and short term investments
at beginning of year 207,924 212,676 161,617
Cash and short-term investments
at end of year $ 310,921 207,924 212,676
</TABLE>
See Notes to Consolidated Financial Statements.
SCHEDULE III
MOMED HOLDING CO. AND SUBSIDIARIES
Supplementary Insurance Information
Col A Col B Col C Col D Col E Col F
Future
Policy Other
Deferred Benefits Policy
Policy Losses Claims &
Acquisition Claims & Unearned Benefits Premium
Segment Cost Loss Exp. Premiums Payable Revenue
Year ended
12/31/93
Medical
Malpract. 159,078 59,569,371 5,946,430 -0- 10,645,733
Year ended
12/31/94
Medical
Malpract. 146,503 58,764,316 6,343,858 -0- 10,539,879
Year ended
12/31/95
Medical
Malpract. 154,955 54,903,753 6,553,559 -0- 11,666,363
Col G Col H Col I Col J Col K
Benefits Amortization
Claims of Deferred
Net Losses & Policy Other
Investment Settelment Acqusition Operating Premiums
Income Expenses Cost Expenses Written
Year ended
12/31/93
Medical
Malpract. 3,641,198 14,438,684 663,284 1,871,435 11,758,362
Year ended
12/31/94
Medical
Malpract. 3,952,945 9,978,065 655,469 1,914,680 10,942,885
Year ended
12/31/95
Medical
Malpract. 4,236,391 10,733,726 676,659 1,879,450 11,935,666
See accompanying independent auditors' report.
SCHEDULE IV
MOMED HOLDING CO. AND SUBSIDIARIES
REINSURANCE
Column A Column B Column C Column D Column E Column F
Ceded to Assumed Percentage
Gross Other From Other Net of Amount
Amt Companies Companies Amount Assumed to Net
Year ended December
31, 1993:
Life Ins. Inforce -0- -0- -0- -0- -0-
PREMIUMS
Life Insurance -0- -0- -0- -0- -0-
Accident &
Health Ins. -0- -0- -0- -0- -0-
Property & Liab
Ins. 12,489,962 731,600 -0- 11,758,362 -0-
Title Ins. -0- -0- -0- -0- -0-
Total Premiums 12,489,962 731,600 -0- 11,758,362 -0-
Year ended December
31, 1994:
Life Ins. Inforce -0- -0- -0- -0- -0-
PREMIUMS
Life Insurance -0- -0- -0- -0- -0-
Accident &
Health Ins. -0- -0- -0- -0- -0-
Property & Liab
Ins. 13,032,021 2,089,136 -0- 10,942,885 -0-
Title Ins. -0- -0- -0- -0- -0-
Total Premiums 13,032,021 2,089,136 -0- 10,942,885 -0-
Year ended December
31, 1995:
Life Ins. Inforce -0- -0- -0- -0- -0-
PREMIUMS
Life Insurance -0- -0- -0- -0- -0-
Accident &
Health In -0- -0- -0- -0- -0-
Property & Liab
Ins. 12,598,948 663,282 -0- 11,935,666 -0-
Title Ins -0- -0- -0- -0- -0-
Total Premiums 12,598,948 663,282 -0- 11,935,666 -0-
See accompanying independent auditors' report.
SCHEDULE VI
MOMED HOLDING CO. AND SUBSIDIARIES
Supplemental Information
Col A Col B Col C Col D Col E Col F
<TABLE>
<S> <C> <C> <C> <C> <C>
Discount
Deferred Reserve if any
Affiliation Policy for Clms Deduct
with Acquisition Adjust. in Col Unearned Earned
Registrant Cost Expense C Premium Premium
Year ended
12/31/93
Medical
Malpract. 159,078 59,569,371 5,946,430 -0- 10,645,733
Year ended
12/31/94
Medical
Malpract. 146,503 58,764,316 6,343,858 -0- 10,539,879
Year ended
12/31/95
Medical
Malpract. 154,955 54,903,753 6,553,559 -0- 11,666,363
</TABLE>
Col G Col H Col I Col J Col K
Claims & Claim Amrt.
Adjustment Exp. of Def Paid
Net Incurred Related Pol Claims
Invest. to Acqst. & Claim Premiums
Income (1) (2) Cost Adj Exp Written
Cr Yr Prior Yr
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Year ended
12/31/93
Medical
Malpract. 3,641,198 14,608,751 -170,067 663,284 8,375,901 11,758,362
Year ended
12/31/94
Medical
Malpract. 3,952,945 11,384,334 -1,407,269 655,469 9,964,373 10,942,885
Year ended
12/31/95
Medical
Malpract. 4,236,391 15,186,892 -4,453,166 676,659 11,144,678 11,935,666
</TABLE>
See accompanying independent auditors' report.
EXHIBIT INDEX
( 3) Article of Incorporation and By-Laws (20-49)
(13) 1995 Annual Report to Stockholders (50-81)
(21) Subsidiary of the Registrant (82)
(24) Power of Attorney (83-84)
(27) Financial Data Schedule (85)
(28) Information from Reports Furnished to State Insurance
Regulatory Authorities (86-87)
<TABLE> <S> <C>
<ARTICLE> 7
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<DEBT-HELD-FOR-SALE> 64,167,237
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 3,027,109
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 71,774,201
<CASH> 89,917
<RECOVER-REINSURE> 2,791,317
<DEFERRED-ACQUISITION> 154,955
<TOTAL-ASSETS> 81,275,193
<POLICY-LOSSES> 54,903,753
<UNEARNED-PREMIUMS> 6,553,559
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 693,643
<COMMON> 739,584
0
0
<OTHER-SE> 16,325,591
<TOTAL-LIABILITY-AND-EQUITY> 81,275,193
11,666,363
<INVESTMENT-INCOME> 4,236,391
<INVESTMENT-GAINS> 682,189
<OTHER-INCOME> 101,812
<BENEFITS> 10,733,726
<UNDERWRITING-AMORTIZATION> 676,659
<UNDERWRITING-OTHER> 1,879,450
<INCOME-PRETAX> 3,270,579
<INCOME-TAX> (806,446)
<INCOME-CONTINUING> 4,077,025
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,077,025
<EPS-PRIMARY> 6.07
<EPS-DILUTED> 6.07
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 15,186,892
<PROVISION-PRIOR> (4,453,166)
<PAYMENTS-CURRENT> 688,132
<PAYMENTS-PRIOR> 10,456,546
<RESERVE-CLOSE> 42,175,111
<CUMULATIVE-DEFICIENCY> (4,453,166)
</TABLE>
