<PAGE> 1
- ----------------------------------------------------------------------------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1997
Commission File Number 33-94670-01
FARMERS GROUP, INC.
Incorporated in Nevada I.R.S. Employer Identification No.
4680 Wilshire Boulevard 95-0725935
Los Angeles, California 90010
(213) 932-3200
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
- - ------------------- -------------------
8.45% Cumulative Quarterly Income New York Stock Exchange
Preferred Securities, Series A (QUIPS)
(liquidation preference $25 per share)*
8.25% Cumulative Quarterly Income New York Stock Exchange
Preferred Securities, Series B (QUIPS)
(liquidation preference $25 per share)*
*Issued by Farmers Group Capital (Series A) and Farmers Group Capital II
(Series B) and the payments of trust distributions and payments on
liquidation or redemption are guaranteed under certain circumstances by
Farmers Group, Inc., the owner of 100% of the common securities issued by
Farmers Group Capital and Farmers Group Capital II, Delaware statutory
business trusts.
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this form 10-K or any
amendment to this Form 10-K. /X/
Registrant's Common Stock outstanding on December 31, 1997 was 1,000 shares.
<PAGE> 2
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 3
FARMERS GROUP, INC.
AND SUBSIDIARIES
TABLE OF CONTENTS
Page
------
PART I
ITEM 1. Business 4
ITEM 2. Properties 13
ITEM 3. Legal Proceedings 13
ITEM 4. Submission of Matters to a Vote of Security Holders 13
PART II
ITEM 5. Market for Farmers Group, Inc.'s Common Equity and
Related Stockholder Matters 14
ITEM 6. Selected Financial Data 14
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 16
ITEM 8. Financial Statements and Supplementary Data 23
ITEM 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosures 59
PART III
ITEM 10. Directors and Executive Officers of Farmers Group, Inc. 59
ITEM 11. Executive Compensation 62
ITEM 12. Security Ownership of Certain Beneficial Owners
and Management 66
ITEM 13. Certain Relationships and Related Transactions 66
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 67
SIGNATURES 69
<PAGE> 4
DOCUMENT SUMMARY
The following summary is qualified in its entirety by the more detailed
information and the Consolidated Financial Statements of the Company,including
the notes thereto, appearing elsewhere in this document. Unless the context
requires otherwise, (i) references to the Company are to Farmers Group, Inc.
("FGI") and its subsidiaries, (ii) references to the P&C Group are to Farmers
Insurance Exchange, Fire Insurance Exchange and Truck Insurance Exchange (each
an "Exchange" and collectively, the "Exchanges") and their respective
subsidiaries and Farmers Texas County Mutual Insurance Company ("FTCM"), (iii)
references to the Life Insurance Subsidiary are to Farmers New World Life
Insurance Company ("FNWL"), (iv) references to the Life Insurance Subsidiaries
are to FNWL, The Ohio State Life Insurance Company ("OSL") and Investors
Guaranty Life Insurance Company ("IGL"), and (v) references to the Insurance
Subsidiaries are to FNWL, OSL, IGL and Farmers Reinsurance Company. Unless
otherwise indicated, financial information, operating statistics and ratios
applicable to the Company and the Insurance Subsidiaries set forth in this
document are based on generally accepted accounting principles ("GAAP") and
the same information with regard to the P&C Group is based on statutory
accounting practices ("SAP"). Unless otherwise specified, the financial
information for the P&C Group is on a combined basis. Any reference to
the "Subsidiary Trusts" is to Farmers Group Capital and Farmers Group Capital
II, consolidated wholly owned subsidiaries of Farmers Group, Inc..
PART I
ITEM 1. Business
The Company
General. The Company's principal activities are the provision of
management services to the P&C Group and the ownership and operation of the
Insurance Subsidiaries. On April 15, 1997, OSL and IGL were sold to Great
Southern Life Insurance Company, a subsidiary of Americo Life, Inc.. As of
December 31, 1997, the Company had total assets of $12.1 billion,
stockholder's equity of $6.8 billion and consolidated operating revenues for
1997 of $2.0 billion. As of December 31, 1997, the Company's remaining life
insurance subsidiary, FNWL, had total assets of $5.4 billion, combined SAP
capital and surplus (including asset valuation reserve) of $0.8 billion,
combined SAP premium and deposits received for 1997 of $0.5 billion and
policies-in-force of 1.1 million. The financial results and assets and
liabilities of the P&C Group are not reflected in the consolidated financial
statements of the Company.
In December 1988, BATUS Inc. ("BATUS"), a subsidiary of B.A.T Industries
p.l.c. ("B.A.T"), acquired 100% ownership of the Company through its wholly
owned subsidiary BATUS Financial Services. Immediately thereafter, BATUS
Financial Services was merged into Farmers Group, Inc.. The acquisition was
accounted for as a purchase and, accordingly, the acquired assets and
liabilities were recorded in the Company's consolidated balance sheets based
on their estimated fair values at December 31, 1988. In January 1990,
ownership of the Company was transferred to South Western Nominees Limited, a
subsidiary of B.A.T.
B.A.T is one of the United Kingdom's leading business enterprises with
interests principally in tobacco and financial services. B.A.T operates in
more than 180 countries, employing more than 141,000 people. As of December
31, 1997, B.A.T reported total assets of $84.9 billion (based on an exchange
rate of $1.657 per British pound sterling as of December 31, 1997) and, for
the year then ended, reported total revenues and income before taxes of
$41.1 billion and $2.9 billion, respectively (based on an average exchange
rate of $1.639 per British pound sterling for the year ended December 31,
1997).
On December 22, 1997, a definitive agreement was reached to merge B.A.T
Industries' Financial Services Businesses ("BAFS") with Zurich Insurance
Company ("Zurich"). Completion of the merger is subject to regulatory
consents, tax clearance and the approval of the shareholders of B.A.T and
Zurich, and is expected to be finalized in late 1998. Under the
<PAGE> 5
agreement, the businesses of Zurich and BAFS, which include Farmers Group,
Inc., will be transferred to Zurich Financial Services, a new Swiss company
with headquarters in Zurich.
Financial Information About Industry Segments
Financial information about industry segments can be found in Note Z
contained in the Notes to Consolidated Financial Statements. Following are
descriptions of the Company's industry segments.
Provision of Management Services to the P&C Group. The insurers
constituting the P&C Group are owned by their policyholders. Accordingly, the
Company has no ownership interest in the P&C Group. The policyholders each
appoint the Company as the exclusive attorney-in-fact ("AIF") to provide
management services to the P&C Group. For such services, the Company earns
management fees based primarily on the gross premiums earned by the P&C Group.
Consequently, the Company is not directly affected by the underwriting
results of the P&C Group. This is in contrast to a typical property and
casualty insurance holding company which depends on dividends from owned and
operated subsidiaries which are subject to fluctuations in underwriting
results. The management fees comprise a major part of the Company's revenue
and, as a result, the Company's ongoing financial performance depends on the
volume of business written by, and the business efficiency and financial
strength of, the P&C Group.
As manager and AIF of the P&C Group, the Company selects risks, prepares
and mails policy forms and invoices, collects premiums, manages the investment
portfolios and performs certain other administrative functions. The insurers
of the P&C Group are responsible for the claims functions, including the
settlement and payment of claims and claims adjustment expenses. They are also
responsible for the payment of commissions, benefits for agents and district
managers, and their respective premium and income taxes.
The Company is entitled to receive a management fee of up to 20% (25% in
the case of Fire Insurance Exchange) of the gross premiums earned by the P&C
Group. In order to enable the P&C Group to maintain appropriate capital and
surplus while offering competitive insurance rates, the Company has
historically charged a lower management fee than permitted. The Company has
been able to do this while maintaining appropriate profit margins through
enhanced operating efficiencies that encompass the use of economies of scale,
the use of technology and the standardization of procedures. The range of fees
has varied by line of business over time and from year to year. During the
past five years, aggregate management fees averaged between 12% and 13% of
gross premiums earned by the P&C Group. The P&C Group has reported a growing
volume of premiums which has generated a corresponding rise in management fee
income to the Company. Gross premiums earned by the P&C Group were $10.1
billion, $9.5 billion, and $9.0 billion for 1997, 1996 and 1995, respectively,
giving rise to management fee revenues to the Company of $1.24 billion, $1.17
billion, and $1.11 billion, respectively, for the same years.
The P&C Group markets personal auto, homeowners and selected commercial
insurance products in 31 states. For the year ended December 31, 1997,
approximately 68.3% of net premiums earned was from auto insurance policies,
21.5% was from homeowner policies, and the remainder was from commercial
policies. As of December 31, 1997, the P&C Group had total assets of $12.6
billion, surplus as regards policyholders of $3.6 billion, gross premiums
earned of $10.1 billion and policies-in-force of 15.6 million.
<PAGE> 6
Life Insurance Subsidiaries. On April 15, 1997, upon receipt of regulatory
approval, the Company sold OSL and IGL to Great Southern Life Insurance
Company, a subsidiary of Americo Life, Inc.. As a result, FNWL, a Washington
insurance company, remains as the only life insurance subsidiary of FGI. FNWL
markets a broad line of individual life insurance products, including
universal life, term life and whole life insurance, and annuity products,
predominately flexible premium deferred annuities. As of December 31, 1997,
FNWL provided insurance to more than one million people and managed more than
$1.5 billion of annuity funds. FNWL's investment philosophy emphasizes
long-term fundamental value in the selection of the investment mix for its
portfolio. As of December 31, 1997, approximately 91.3% of FNWL's
portfolio was invested in fixed income securities and cash, 6.8% in other
fixed income instruments, and 1.9% in equity securities and owned real estate.
As of December 31, 1997, approximately 92.9% of FNWL's fixed income securities
were rated investment grade. FNWL's ratio of SAP capital and surplus
(including asset valuation reserve) to total assets as of December 31, 1997
was 20.6%, well over the industry average of approximately 11.9% as of
September 30, 1997, as published in the Statistical Bulletin issued by the
American Council of Life Insurance.
In 1997, OSL and IGL contributed $5,502,000 to net income. The combined
net assets of these subsidiaries as of April 15, 1997 were $316,448,000. The
sale of these subsidiaries resulted in an estimated $19,019,000 gain and was
recorded on the "Gain on sale of subsidiaries" line of the income statement.
In addition, taxes associated with the sale increased current year tax expense
by an estimated $26,826,000 and were reflected on the "Provision for income
taxes" line. Both of these amounts were reflected in the "Management services
to property and casualty insurance companies; and other" section of the
Company's consolidated income statement for the year ended December 31, 1997.
Other Businesses. The Prematic Service Corporation ("Prematic"), a
subsidiary of the Company, was established in 1961 to enable individuals
and businesses purchasing insurance from one or more members of the P&C
Group and FNWL to combine all premiums due into a single monthly payment.
In practice, Prematic combines amounts due from a single insured associated
with auto, fire, commercial and life policies into a single amount, and
Prematic then bills the insured on a monthly basis for all policies-in-force.
For its services, Prematic collects a service fee, but since Prematic does
not finance the premium, there is no interest charged. Approximately 21.6%
of the P&C Group's policies-in-force and 6.1% of FNWL's policies-in-force are
currently billed by Prematic, and in 1997, Prematic generated approximately
$76 million in service charge income. Net income earned by this subsidiary was
approximately $24 million in 1997. The Company has certain other nonmaterial
subsidiaries, the results of which are included in the Company's consolidated
results.
Employees
As of December 31, 1997, the Company had 7,559 employees.
Business Environment
Strategic Objectives. The Company's strategic objectives are to assist
the P&C Group in growing the volume of profitably underwritten insurance and
to increase life insurance and annuity sales to the P&C Group's existing
policyholder base. The Company intends to achieve these objectives by (i)
cross-selling insurance products and services to the P&C Group's nearly
8.5 million existing households while focusing its efforts
on the growth of FNWL, (ii) investing in technology to
improve the efficiency and quality of service, (iii) maintaining its
long-standing tradition of providing
<PAGE> 7
high-quality customer service, (iv) capitalizing on the strong
brand name recognition of Farmers Insurance Group of Companies in its
31 state operating territory, (v) selectively expanding into new geographic
markets, and (vi) expanding the products and services offered to its
policyholders by taking advantage of horizontal marketing opportunities.
Technology. The Company makes substantial use of information technology
in its business. Information technology is utilized for accounting and
billing, to provide management information services, to process policies, to
analyze and select risks, and to automate premium remittance processing.
An integrated network of computer workstations connects the Company's offices
and the P&C Group's offices, district managers and agents with the Company's
two data centers.
The Company is committed to an ongoing program of proprietary software
development which enhances the operating efficiency of FNWL and the management
services it provides to the members of the P&C Group. Examples of the
Company's commitment to using technology to improve operating efficiencies are
the Auto Policy Processing System ("APPS") and the Fire Policy Processing
System ("FPPS"), which were developed to allow agents on-line access to auto
and fire policy data. Additional projects under development are the Farmers
EasyPay (SM) billing system, which is being developed in order to update the
Prematic policy processing software system to allow for faster and more
flexible policyholder billing, and the Auto Mainfile Replacement ("AMR")
system, which is being developed to replace the existing automobile policy
mainfile and will allow for easier and faster information retrieval and
analysis.
These software systems are designed to significantly reduce the time and
expense associated with processing and servicing a Personal Lines policy. In
addition, by allowing network access to more comprehensive policy and
policyholder information, these systems increase cross-selling opportunities
for the agent and provide better data to monitor and manage the quality of the
book of business. The above mentioned projects are expected to cost
approximately $299 million, of which an aggregate of $286 million has already
been capitalized as of December 31, 1997.
In 1995, the Company initiated the Year 2000 Project in order to prepare
for the information processing problems presented by the approach of the
new millennium. The project encompasses all major areas of the Company's
operations, including internal and vendor mainframe applications, mainframe
systems software, third party interfaces, non-mainframe system software,
forms, facilities, and equipment. As the Company and the P&C Group rely on
computer software logic to maintain accurate records, and as the business of
the P&C Group involves providing accurate and timely information and service
to its policyholders, the impact of the issues relating to the approach of the
new millennium are significant to the Company's ongoing performance. As such,
a phased plan has been developed for completing this project. As of December
31, 1997, the first two phases of the project (that is, the assessment and
strategic planning phases) have been completed. The project is currently in
its final phase (the conversion and implementation phase) which is expected to
be completed in mid-year 1999.
The Company has communicated with all external entities with which it
interfaces and is testing all third party applications, interfaces and system
software for compliancy. Although the Company believes that all third party
interfaces will be compliant by the year 2000, there can be no guarantee that
the systems of other companies on which the Company's systems rely will
be timely converted or that a failure to convert by another company would not
have a material adverse effect on the Company.
<PAGE> 8
The costs associated with the Year 2000 Project are being expensed as
incurred. For the year ended December 31, 1997, such costs totaled $6.8
million, of which $1.5 million was allocated to the Exchanges. For the year
ended December 31, 1996, such costs totaled $0.8 million, of which $0.2
million was allocated to the Exchanges. Total costs for this project are
expected to be approximately $20.5 million, of which approximately $5.1
million is expected to be allocated to the Exchanges. The expenditures
associated with the Year 2000 Project are not expected to have a material
impact on the Company's results of operations, liquidity, or capital
resources.
Marketing and Distribution. The P&C Group and FNWL operate under a common
trade name and logo - Farmers Insurance Group of Companies - and
distribute their respective insurance products in 29 states (primarily in
western and midwestern states) through a common network of 14,447 direct
writing agents and 497 district managers, each of whom is an independent
contractor. The size, efficiency and scope of this agency force have made it a
major factor in the Company's growth. Each agent is required to first submit
business to the insurers in Farmers Insurance Group of Companies within
the classes and lines of business written by such insurers. To the extent that
such insurers decline such business or do not underwrite it, the agents may
offer the business to other insurers.
The Farmers Insurance Group of Companies' agents direct their marketing
efforts toward family accounts and small businesses. They leverage these
relationships using an extensive portfolio of products to increase the number
of policies per household or account. The P&C Group's existing relationships
with nearly 8.5 million households provide a potential resource for future
growth in policies-in-force and life insurance sales. Management believes that
higher retention rates and profitability are achieved on business written with
households having multiple policies.
Farmers Insurance Group of Companies maintains its brand name
recognition throughout its operating territory through television, radio and
print advertising on both a national and local basis. The Farmers Agency
Information Management System provides the agency force with a marketing
advantage by delivering high-quality consumer focused service at the point of
sale. Furthermore, Farmers Insurance Group of Companies' formalized
policyholder recontact program, the "Farmers Friendly Review", builds customer
loyalty and provides a vehicle for enhanced policy retention and future
internal growth through the cross-selling of property and casualty and life
products.
In 1997, the P&C Group began offering preferred auto policies via direct
telemarketing operations in the Commonwealth of Pennsylvania and the State
of Maryland through Farmers Direct Insurance Company. The preferred
auto policies are offered through direct solicitation via direct mail,
television and other media.
Competition. Property and casualty insurance is a very competitive
industry with over 3,000 insurers. Many property and casualty insurers with a
small all-lines national market share have a significant market share within a
single state or a specialty market. The P&C Group competes through brand name
recognition of the Farmers Insurance Group of Companies, customer service,
product features, financial strength, price and the direct writing agency
force.
There is substantial competition among insurance companies seeking
customers for the types of products sold by FNWL. Most of the 1,700 life
insurance companies in the United
<PAGE> 9
States offer products similar to those offered by FNWL, and
many use similar marketing techniques. Competitiveness in
the insurance business is affected by various factors including, but not
limited to, price, financial and claims-paying ratings, size and strength of
agency force, range of product lines, product quality, servicing ability and
general reputation. FNWL competes on the basis of customer service, product
features, financial strength and price. Many of FNWL's products contain
significant cash accumulation features; therefore, these products compete with
product offerings of banks, mutual funds and other financial institutions as
well.
Regulatory and Related Matters. The Insurance Subsidiaries and the P&C
Group are subject to extensive state regulatory oversight in the jurisdictions
in which they do business. The Company and the P&C Group are an
insurance holding company system as defined by the insurance laws and
regulations of various jurisdictions. As such, certain transactions between an
insurance company and any other member company of the system, including
investments in subsidiaries and distributions by an insurance company to its
shareholders, are subject to regulation and oversight by the state of domicile
of the applicable insurance company. Insurers having insufficient statutory
capital and surplus are subject to varying degrees of regulatory action
depending on the level of capital inadequacy. As of December 31, 1997,
neither the P&C Group nor the Insurance Subsidiaries were subject to such
regulatory actions. Most of FNWL's and the P&C Group's business is subject to
regulation with respect to policy rates and related matters. In addition,
assessments are levied against FNWL and the P&C Group as a result of
participation in various types of mandatory state guaranty associations.
Existing federal laws and regulations affect the taxation of life insurance
products and insurance companies.
Investments
During the years ended December 31, 1997, 1996, and 1995, the Life
Insurance Subsidiaries had pretax net investment income and realized
investment gains of $306.4 million, $355.6 million, and $329.9 million,
respectively, and the Company other than the Life Insurance Subsidiaries
(collectively, the "FGI/Nonlife Account") had pretax net investment income
and realized investment gains of $217.6 million, $117.9 million, and $79.5
million, respectively. As of December 31, 1997, the book value of the FNWL
investment portfolio was approximately $3.9 billion and the book value of the
FGI/Nonlife Account investment portfolio was approximately $2.7 billion. Both
of these portfolios are managed by the Company's Investment Department in
accordance with investment policies approved by the Board of Directors of the
Company as well as the Investment Committee, which is comprised of 10 officers
of the Company appointed by the Board of Directors of the Company.
The Company's investment philosophy for both the FNWL portfolio and the
FGI/Nonlife Account portfolio emphasizes long-term fundamental value in the
selection of the investment mix. For FNWL, the assets backing the interest
sensitive portfolio are internally segregated along product lines in order to
closely match the funding assets with the underlying liabilities to
policyholders. The asset/liability matching system is the basis by which
credited interest rates are determined. Relatively short maturities are
maintained for the fixed income securities held in the FGI/Nonlife Account in
order to maintain capital preservation and to ensure liquidity.
The FNWL portfolio and the FGI/Nonlife Account portfolio are both
comprised of a broad range of assets, including corporate fixed income
securities, mortgage-backed securities, taxable and tax-exempt government
securities, preferred stock, common stock, owned real estate, commercial
mortgage loans and short-term instruments. The FNWL portfolio also includes
policy loans. Approximately 40.8% of the FGI/Nonlife Account portfolio
consists of notes issued by B.A.T
<PAGE> 10
Capital Corporation, a subsidiary of B.A.T, and surplus certificates issued
by the P&C Group. See "Certain Relationships and Related Transactions" and
Notes D and S contained in the Notes to the Consolidated Financial
Statements.
Approximately 92.9% of the fixed income securities in the FNWL portfolio
are rated investment grade and approximately 98.4% of the fixed income
securities in the FGI/Nonlife Account portfolio are rated investment grade.
Approximately 68.0% of the mortgage-backed securities in the FNWL portfolio
are guaranteed by the Government National Mortgage Association ("GNMA"),
Federal Housing Authority ("FHA"), Federal National Mortgage Association
("FNMA"), or Federal Home Loan Mortgage Corporation ("FHLMC"), and
approximately 32.0% are rated "AAA". Approximately 63.6% of the
mortgage-backed securities in the FGI/Nonlife Account portfolio are
guaranteed by GNMA, FHA, FNMA, or FHLMC, and approximately 36.4% are rated
"AAA".
The following table sets forth the book value of each portfolio, by
asset category, as of December 31, 1997 and 1996.
Book Value of Invested Assets
($ in millions)
<TABLE>
<CAPTION>
As of December 31,
-------------------------------------------------------------
1997 1996
------------------------- ---------------------------
Book Value % Book Value %
---------- --------- ---------- ----------
<S> <C> <C> <C> <C>
FNWL Life Insurance Subsidiaries
----------------------- ---------------------------
Fixed income securities $ 3,555.1 91.1 % $ 3,854.1 86.9 %
Equity securities 1.3 0.1 110.2 2.5
Mortgage loans 89.9 2.3 122.6 2.8
Owned real estate 69.3 1.8 61.7 1.4
Policy loans 165.9 4.2 187.3 4.2
Cash and cash equivalents 10.0 0.2 87.3 2.0
Other 12.9 0.3 12.0 0.2
--------- ------- ---------- ----------
Total $ 3,904.4 100.0 % $ 4,435.2 100.0 %
========= ======= ========== ==========
FGI/Nonlife Account
-------------------------------------------------------------
Fixed income securities $ 616.5 23.1 % $ 303.1 14.0 %
Mortgage loans 0.2 0.0 0.0 0.0
Equity securities 389.0 14.6 307.8 14.2
Certificates in surplus of Exchanges 684.4 25.6 684.4 31.5
B.A.T Capital Corporation notes 407.0 15.2 407.0 18.8
Owned real estate 63.5 2.4 45.3 2.1
Cash and cash equivalents 506.3 18.9 412.0 19.0
Other 4.8 0.2 10.4 0.4
--------- ------- ---------- ----------
Total $ 2,671.7 100.0 % $ 2,170.0 100.0 %
========= ======= ========== ==========
</TABLE>
Investment Accounting Policies. The Company follows the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for
Certain Investments in Debt and Equity Securities". This Statement addresses
the accounting and reporting for investments in equity securities that have
readily determinable fair values and for all investments in debt securities.
As of December 31, 1997 and 1996, the Company classified all investments in
equity and debt securities as available-for-sale under SFAS No. 115.
Correspondingly, these investments are reported on the balance sheet at
fair value, with unrealized gains and losses, net of tax, excluded from
earnings and reported as a component of stockholder's equity.
<PAGE> 11
In compliance with a Securities and Exchange Commission ("SEC") staff
announcement, the Company has recorded certain entries to the Deferred Policy
Acquisition Costs ("DAC") and Value of Life Business Acquired line of the
consolidated balance sheet in connection with SFAS No. 115. The SEC requires
that companies record entries to those assets and liabilities that would have
been adjusted had the unrealized investment gains or losses from securities
classified as available-for-sale actually been realized, with corresponding
credits or charges reported directly to stockholder's equity.
Bonds acquired prior to the December 31, 1988 acquisition of the Company
by B.A.T were marked-to-market at the time of the acquisition and the
resulting net writedown is being amortized over a period approximately equal
to the remaining time to maturity.
Real estate investments are accounted for on a depreciated cost basis.
Real estate acquired in foreclosure and held for sale is carried at the lower
of fair value or depreciated cost less a valuation allowance. Short-term
instruments are carried at cost. Other investments, which consist primarily
of certificates in surplus of the Exchanges, policy loans and the B.A.T
Capital Corporation notes, are carried at the unpaid principal balances.
Fixed Income Securities. As of December 31, 1997, approximately 91.1% of
the FNWL portfolio and 23.1% of the FGI/Nonlife Account portfolio were
invested in fixed income securities. These investments include taxable and
tax-exempt government securities, domestic and foreign corporate bonds,
redeemable preferred stock and mortgage-backed securities. Approximately 92.9%
and 98.4% of the fixed income securities in the FNWL portfolio and FGI/Nonlife
Account portfolio, respectively, are rated investment grade. The following
table sets forth the market values of the various categories of fixed income
securities included within the portfolios as of December 31, 1997.
Value of Fixed Income Securities
($ in millions)
<TABLE>
<CAPTION>
FNWL FGI/Nonlife Account Total
---------------------- ----------------------- -----------------------
Market Market Market
Value % Value % Value %
----------- -------- ----------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Mortgage-backed $ 1,706.5 48.0 % $ 67.7 11.0 % $ 1,774.2 42.5 %
Corporate 889.7 25.0 64.5 10.5 954.2 22.9
U.S. Government 417.6 11.8 25.3 4.1 442.9 10.6
Municipal 283.8 8.0 420.0 68.1 703.8 16.9
Foreign 146.7 4.1 0.0 0.0 146.7 3.5
Redeemable preferred stock 110.8 3.1 39.0 6.3 149.8 3.6
--------- ------- -------- ------- --------- -------
Total $ 3,555.1 100.0 % $ 616.5 100.0 % $ 4.171.6 100.0 %
========= ======= ======== ======= ========= =======
</TABLE>
Credit Ratings. The National Association of Insurance Commissioners
("NAIC") maintains a valuation system that assigns quality ratings known as
"NAIC Designations" to publicly traded and privately placed fixed income
securities. The NAIC Designations range from 1 to 6, with categories
1 (highest) and 2 considered investment grade and categories 3 through 6
(lowest) considered non-investment grade. As of December 31, 1997, FNWL held
$252.3 million in below investment grade bonds, representing 6.5% of total
invested assets, and the FGI/Nonlife Account portfolio held $7.8 million in
below investment grade bonds, representing 0.3% of total invested assets.
<PAGE> 12
Mortgage-backed Securities. Mortgage-backed securities ("MBS") are the
largest component of FNWL's fixed income portfolio and represented
approximately 48.0% of its fixed income portfolio as of December 31, 1997.
The FGI/Nonlife Account's MBS represented approximately 11.0% of its fixed
income portfolio as of December 31, 1997. Approximately 68.0% of the MBS in
the FNWL portfolio are guaranteed by various government agencies and
government sponsored entities, including the GNMA, FHA, FNMA, or FHLMC, and
approximately 32.0% are rated "AAA". Approximately 63.6% of the MBS in the
FGI/Nonlife Account portfolio are guaranteed by GNMA, FHA, FNMA, or FHLMC, and
approximately 36.4% are rated "AAA". The primary risk in holding MBS is the
cash flow uncertainty that arises from changes to prepayment speeds as
interest rates fluctuate. To reduce the uncertainties surrounding the cash
flows of MBS, the FNWL portfolio held significant MBS investments in
collateralized mortgage obligations ("CMOs") including $702.5 million of
planned amortization classes ("PACs") and $52.2 million of targeted
amortization classes ("TACs"), and the FGI/Nonlife Account portfolio held
$30.8 million of PACs. These securities provide protection by passing a
substantial portion of the risk of prepayment uncertainty to other tranches.
Equity Investments-Common Stock. In 1997, the Company restructured its
common stock portfolio to diversify and to limit its exposure in any one
market sector. As a result, the Company's common stock portfolio is
invested in the equities of many of the 3,000 largest United States Companies,
which represents approximately 98% of the investable United States equity
market.
During 1997, FNWL participated in a class action lawsuit against
Structural Dynamics Research Corporation ("SDRC"). In settlement of this
lawsuit, the Company received both cash and common shares of SDRC. The cost
basis assigned to these common shares is zero, as any applicable costs of
purchasing the original shares was charged to previous years' earnings as a
result of the disposal of the securities. As of December 31, 1997, the fair
value of the SDRC common shares owned by FNWL was $120,000.
Commercial Mortgage Loans. As of December 31, 1997, the FNWL portfolio
included commercial mortgage loans with an aggregate book value of
approximately $89.9 million (net of loss provisions of $7.9 million), or 2.3%
of total invested assets, and the FGI/Nonlife Account portfolio included
commercial mortgage loans of $0.2 million.
All commercial mortgage loans included in the FNWL portfolio are secured
by first mortgages. The majority of the commercial mortgage loan portfolio
consists of loans secured by office buildings, light industrial properties and
retail properties located primarily in unanchored shopping centers. Exposure
to potential losses from future commercial mortgage loan foreclosures and the
operation or sale of properties acquired through foreclosures is limited
because FNWL has not issued any commercial mortgage loans since 1989, and the
majority of the individual remaining commercial mortgage loan balances are
less than $1.0 million.
Owned Real Estate Investments. As of December 31, 1997, the FNWL
portfolio included owned real estate investments with a book value of $69.3
million (net of loss provisions of $4.3 million), or 1.8% of total invested
assets, and the FGI/Nonlife Account portfolio included owned real estate
investments with a book value of $63.5 million, or 2.4% of total
invested assets. The FNWL real estate holdings fall into two categories: real
property assets that were acquired directly as an equity investment and
foreclosed equity real estate properties. The FGI/Nonlife Account owned real
estate holdings were all acquired directly as equity investments.
<PAGE> 13
Problem Investments-Fixed Income Securities. As of December 31, 1997,
none of the fixed income securities held in the FNWL or the FGI/Nonlife
Account portfolios were classified as "problem" or "potential problem"
assets.
Problem Investments-Mortgage Loan Investments. As of December 31, 1997,
none of the mortgage loans held by the FNWL or the FGI/Nonlife Account were
classified as "troubled loans".
ITEM 2. Properties
The Company owns three buildings in Los Angeles, six regional offices,
seven business support centers and 1 commercial claims center in which its
administrative operations are conducted. In addition, the Company owns a
building in Washington in which the operations of FNWL are conducted.
ITEM 3. Legal Proceedings
The Company is a party to numerous lawsuits arising from its normal
business activities. These actions are in various stages of discovery and
development, and some seek punitive as well as compensatory damages. In the
opinion of management, the Company has not engaged in any conduct which
should warrant the award of any material punitive or compensatory damages.
The Company intends to vigorously defend its position in each case, and
management believes that, while it is not possible to predict the outcome
of such matters with absolute certainty, ultimate disposition of these
proceedings should not have a material adverse effect on the Company's
consolidated results of operations or financial position. In addition, the
Company is, from time to time, involved as a party in various governmental
and administrative proceedings.
ITEM 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the
year ended December 31, 1997.
<PAGE> 14
PART II
ITEM 5. Market for Farmers Group, Inc.'s Common Equity and Related
Stockholder Matters
N/A
ITEM 6. Selected Financial Data
The following table sets forth summary consolidated income statement
data, consolidated balance sheet data and other operating data for the
periods indicated. The following consolidated income statement data of the
Company for each of the years in the five-year period ended December 31,
1997, and the consolidated balance sheet data of the Company as of December
31, 1997 and each of the preceding four years ended December 31, have been
derived from the Company's audited consolidated financial statements. The
following data should be read in conjunction with the Company's Consolidated
Financial Statements and related notes, "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and other financial
information appearing elsewhere herein.
Income statement data includes the effect of amortizing the purchase
accounting entries related to the acquisition of the Company by B.A.T in
December 1988. See Note A to the Company's Consolidated Financial
Statements. Major items incorporated in the purchase price of the Company
include goodwill and the value of the AIF contracts of the P&C Group.
The amortization of these two items, which is being taken on a straight-line
basis over forty years, reduced annual pretax income by approximately $102.8
million in each of the years 1993 through 1997.
<PAGE> 15
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------------------------------
1997 1996 1995 1994 1993
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
($ in millions)
INCOME STATEMENT DATA
Consolidated operating revenues $ 2,008.9 $ 2,013.2 $ 1,892.4 $ 1,779.2 $ 1,709.0
=========== =========== =========== =========== ===========
Management services to property
and casualty insurance companies;
and other:
Operating revenues $ 1,324.9 $ 1,245.4 $ 1,183.1 $ 1,130.1 $ 1,107.7
----------- ----------- ----------- ----------- -----------
Salaries and employee benefits 335.8 337.2 348.8 348.8 340.1
Buildings and equipment expenses 95.8 87.3 75.0 55.1 53.6
Amortization of AIF contracts
and goodwill 102.8 102.8 102.8 102.8 102.8
General and administrative expenses 202.6 170.3 170.5 172.8 166.7
----------- ----------- ----------- ----------- -----------
Total operating expenses 737.0 697.6 697.1 679.5 663.2
----------- ----------- ----------- ----------- -----------
Operating income 587.9 547.8 486.0 450.6 444.5
Net investment income 144.2 112.8 78.0 59.1 46.7
Net realized gains 73.4 5.1 1.5 2.7 2.0
Gain on sale of subsidiaries 19.0 0.0 0.0 0.0 0.0
Dividends on preferred securities
of subsidiary trusts (42.1) (42.1) (10.4) 0.0 0.0
----------- ----------- ----------- ----------- -----------
Income before provision for
taxes 782.4 623.6 555.1 512.4 493.2
Provision for income taxes 332.2 275.1 224.3 208.1 215.5
----------- ----------- ----------- ----------- -----------
Management services income 450.2 348.5 330.8 304.3 277.7
----------- ----------- ----------- ----------- -----------
Life Insurance Subsidiaries:
Premiums 161.1 170.4 158.8 153.1 146.6
Policy charges 216.6 241.7 220.6 197.6 173.9
Investment income, net of expenses 293.1 317.7 298.3 251.6 241.8
Net realized gains 13.2 38.0 31.6 46.8 39.0
----------- ----------- ----------- ----------- -----------
Total revenues 684.0 767.8 709.3 649.1 601.3
----------- ----------- ----------- ----------- -----------
Policyholders' benefits 294.4 335.1 316.7 276.4 262.2
Amortization of deferred policy
acquisition costs and value of
life business acquired 104.0 108.8 103.2 92.8 65.4
Commissions 18.2 21.0 20.1 18.7 16.9
General and administrative expenses 47.7 63.4 60.9 57.4 58.0
----------- ----------- ----------- ----------- -----------
Total operating expenses 464.3 528.3 500.9 445.3 402.5
----------- ----------- ----------- ----------- -----------
Income before provision for
taxes 219.7 239.5 208.4 203.8 198.8
Provision for income taxes 76.4 80.1 68.5 67.7 68.3
----------- ----------- ----------- ----------- -----------
Life Insurance Subsidiaries
income 143.3 159.4 139.9 136.1 130.5
----------- ----------- ----------- ----------- -----------
Consolidated net income before
cumulative effect of accounting
change 593.5 507.9 470.7 440.4 408.2
Cumulative effect of accounting
change 0.0 0.0 0.0 (4.7) (1) 0.0
----------- ----------- ----------- ----------- -----------
Consolidated net income $ 593.5 $ 507.9 $ 470.7 $ 435.7 $ 408.2
=========== =========== =========== =========== ===========
BALANCE SHEET DATA
Total investments (2) $ 6,576.0 $ 6,605.3 $ 6,545.7 $ 5,181.9 $ 4,914.8
Total assets 12,117.4 12,928.8 12,630.6 11,270.9 10,929.8
Total short term debt 0.0 0.0 200.0 0.0 0.0
Total long term debt 0.1 0.2 0.3 200.4 209.4
Company obligated mandatorily
redeemable preferred securities
of subsidiary trusts holding
solely junior subordinated
debentures ("QUIPS") 500.0 500.0 500.0 0.0 0.0
Stockholder's equity 6,781.6 6,503.8 6,493.6 6,148.0 6,142.0
OTHER OPERATING DATA (unaudited)
Ratio of debt to total
capitalization 6.9 % 7.1 % 9.7 % 3.2 % 3.3 %
Ratio of earnings to fixed
charges (3) 20.2 x 15.5 x 21.5 x 28.9 x 27.7 x
</TABLE>
- ----------------------------
(1) Net income reflects the charge resulting from expensing the transition
obligation upon the implementation of SFAS No. 112, "Employers'
Accounting for Postemployment Benefits". Such amounts were $4.5 million
and $0.2 million, after tax, for Management services to property and
casualty insurance companies; and other and the Life Insurance
Subsidiaries, respectively, for the year ended December 31, 1994.
(2) Includes cash, short-term investments and notes receivable-affiliate.
(3) The ratio of earnings to fixed charges has been determined by dividing
the sum of net income before income taxes plus fixed charges by fixed
charges. Fixed charges consist of interest, capitalized interest,
dividends paid to QUIPS holders, amortization of QUIPS offering expenses
and that portion of rent expenses deemed to be interest.
<PAGE> 16
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
The Company's principal activities are the management of property and
casualty insurance companies and the underwriting of life insurance and
annuity products. Revenues and expenses relating to both of these principal
business activities are reflected in the Company's Consolidated Financial
Statements prepared in accordance with GAAP, which differs from SAP, which
FNWL is required to use for regulatory reporting purposes.
The Company underwrites life insurance and annuity products through FNWL.
Revenues attributable to traditional life insurance products, such as whole
life or term life contracts, are classified as premiums as they become due.
Future benefits are associated with such premiums (through increases in
liabilities for future policy benefits), and prior period capitalized costs
are amortized (through amortization of DAC) so that profits are generally
recognized over the same period as revenue income. Revenues attributable to
universal life products consist of policy charges for the cost of insurance,
policy administration charges, surrender charges, and investment income on
assets allocated to support policyholder account balances on deposit. Revenues
for deferred annuity products consist of surrender charges and investment
income on assets allocated to support policyholder account balances. Expenses
on universal life and annuity policies include interest credited to
policyholders on policy balances as well as benefit claims incurred in excess
of policy account balances.
Year Ended December 31, 1997 Compared to Year Ended December 31, 1996
Management Services to Property and Casualty Insurance Companies; and Other
Operating Revenues. Operating revenues increased from $1,245.4 million in
1996 to $1,324.9 million in 1997, an increase of $79.5 million, or 6.4%.
Operating revenues primarily consist of management fees paid to the Company as
a percentage of gross premiums earned by the P&C Group. Such premiums
increased from $9,458.2 million in 1996 to $10,070.1 million in 1997 due
primarily to higher average premium levels for the Auto and Fire lines of
business and an increase in the number of policies-in-force between years
reflecting stricter enforcement of the California mandatory auto insurance
law following enactment of California Assembly Bill 650 and the P&C Group's
re-entry into the California homeowners' market. Partially offsetting these
increases is the fact that, in recognition of expense savings realized as a
result of improved operating efficiencies, the Company waived an additional
0.43% from the Farmers Preferred Auto Management fee rate that was in effect
prior to November 1, 1996. This rate waiver resulted in a $22.3 million
reduction in management fees in 1997 from what such fees would have
been using the rates in effect during 1996.
Total Operating Expenses. Total operating expenses as a percentage of
operating revenues decreased from 56.0% in 1996 to 55.6% in 1997, a decrease
of 0.4%. Although total operating expenses increased by 5.7%, this increase
was less than the 6.4% increase in operating revenues. Specifically, the
Company continued to benefit from staffing efficiencies and improved
information technology systems and hence was able to control its labor costs,
reducing salaries and employee benefits from 27.1% of operating revenues in
1996 to 25.3% of operating revenues in 1997.
<PAGE> 17
Salaries and Employee Benefits. Salaries and employee benefits
decreased from $337.2 million in 1996 to $335.8 million in 1997, a
decrease of $1.4 million, or 0.4%, primarily due to a reduction in
employee complement.
Buildings and Equipment Expenses. Buildings and equipment expenses
increased from $87.3 million in 1996 to $95.8 million in 1997, an
increase of $8.5 million, or 9.7%. This increase was primarily due to
higher amortization expense associated with information technology
systems software.
Amortization of AIF Contracts and Goodwill. The purchase
accounting entries related to the acquisition of the Company by
B.A.T in December 1988 include goodwill (capitalized at $2.4
billion) and the value of the AIF contracts of the P&C Group
(capitalized at $1.7 billion). The amortization of these two items,
which is being taken on a straight-line basis over forty years,
reduced pretax income by approximately $102.8 million for both 1997
and 1996.
General and Administrative Expenses. General and administrative
expenses increased from $170.3 million in 1996 to $202.6 million in 1997,
an increase of $32.3 million, or 19.0%. This increase was primarily due
to higher expenses attributable to increased business levels and the
re-entry of the P&C Group into the California homeowners' market. Also
contributing to the increase in expense was a $4.6 million increase in
costs associated with the modification of existing computer program logic
to accommodate years 2000 and beyond (Year 2000 Project).
Net Investment Income. Net investment income increased from $112.8
million in 1996 to $144.2 million in 1997, an increase of $31.4 million, or
27.8%. This increase was primarily due to a larger invested asset base as a
result of the common stock received as part of a $374.9 million dividend from
FNWL to Farmers Group, Inc. in December 1996 and the reinvestment of cash
generated by the sale of OSL and IGL.
Net Realized Gains. Net realized gains increased from $5.1 million in
1996 to $73.4 million in 1997, an increase of $68.3 million, due primarily to
gains realized on equities formerly held by FNWL that were sold while
restructuring the portfolio.
Gain on Sale of Subsidiaries. The estimated gain on the April 15, 1997
sale of OSL and IGL amounted to $19.0 million in 1997.
Dividends on Preferred Securities of Subsidiary Trusts. Dividends expense
related to the $500.0 million of Cumulative Quarterly Income Preferred
Securities ("QUIPS") issued in 1995 was $42.1 million in both 1996 and 1997.
Provision for Income Taxes. Provision for income taxes increased from
$275.1 million in 1996 to $332.2 million in 1997, an increase of $57.1
million, or 20.8%. This increase was due to the increase in pretax
income between years and an estimated $26.8 million of taxes associated with
the sale of OSL and IGL.
Management Services Income. As a result of the foregoing, management
services income increased from $348.5 million for the year ended December 31,
1996 to $450.2 million for the year ended December 31, 1997, an increase of
$101.7 million, or 29.2%.
<PAGE> 18
Life Insurance Subsidiaries
On April 15, 1997, OSL and IGL were sold to Great Southern Life Insurance
Company, a subsidiary of Americo Life, Inc.. OSL and IGL contributed $5.5
million to net income in 1997, compared to $17.2 million in 1996 and $11.6
million in 1995. The following commentary addresses the results of the
Company's remaining life insurance subsidiary, FNWL.
Total Revenues. Total revenues increased from $613.3 million in 1996
to $638.6 million in 1997, an increase of $25.3 million, or 4.1%.
Premiums. Premiums increased $15.0 million, or 11.0%, between years.
This increase was due to growth in renewal and first year business. The
increase in renewal premiums was attributable to a 12.2% growth in
traditional life insurance in-force due in part to an increase in average
policy size resulting from sales of the Premier Whole Life ("PWL")
product. The higher first year premiums were due primarily to growth in
sales of the PWL product.
Policy Charges. Policy charges increased $12.5 million, or 6.6%,
over 1996, reflecting a 4.2% growth in universal life-type insurance in-
force.
Investment Income. Net investment income increased $17.9 million
in 1997, or 6.9%, over 1996 due largely to higher bond interest income
resulting primarily from an increase in bond investments.
Net Realized Gains. Net realized gains decreased by $20.1 million,
from $30.2 million in 1996 to $10.1 million in 1997 due to the fact that
FNWL's common stock portfolio was transferred to Farmers Group, Inc. as
part of the 1996 dividend.
Total Operating Expenses. Total operating expenses increased from
$399.9 million in 1996 to $427.0 million in 1997, an increase of $27.1
million, or 6.8%.
Policyholders' Benefits. Policyholders' benefits expense increased
from $260.3 million in 1996 to $274.5 million in 1997, an increase of
$14.2 million, or 5.5%. Policy benefits, which consist primarily of
death and surrender benefits on life products, increased $1.5 million
over 1996 due to an increase in death claims resulting from an increase
in insurance-in-force. Increase in liability for future benefits
expense increased from $11.4 million in 1996 to $15.7 million in 1997.
This increase was primarily attributable to lower terminations on older
whole life business carrying higher future benefit provisions and the
effect of PWL sales in 1997 and 1996. Interest credited to
policyholders, which represents the amount credited under universal
life-type contracts and deferred annuities for policyholder funds on
deposit, increased from $138.0 million in 1996 to $146.4 million in 1997,
or 6.1%, reflecting a 4.2% growth in universal life-type insurance
in-force and a 3.5% increase in annuity funds on deposit.
Amortization of DAC and Value of Life Business Acquired.
Amortization expense increased from $60.4 million in 1996 to $73.7
million in 1997, or 22.0%. This increase reflects the continued
growth in the volume of universal life-type and traditional business
in-force.
Commissions. Commissions decreased from $18.3 million in 1996 to
$17.3 million in 1997, or 5.5%. The decrease results from the
commutation, by IGL in the third quarter of 1997, of the block of
business ceded to FNWL under the Yearly Renewable Term reinsurance
treaty.
General and Administrative Expenses. General and administrative
expenses increased from $60.9 million in 1996 to $61.5 million in 1997,
or 1.0%, due primarily to higher legal and
<PAGE> 19
consulting fees. Also contributing to the increase in expense was a
$0.1 million increase in costs associated with the Year 2000 Project.
Provision for Income Taxes. Provision for income taxes increased from
$71.1 million in 1996 to $73.8 million in 1997, an increase of $2.7 million,
due to a decrease in tax preference items, particularly tax exempt interest.
FNWL Income. As a result of the foregoing, FNWL income decreased from
$142.3 million in 1996 to $137.8 million in 1997, a decrease of $4.5 million,
or 3.2%.
Consolidated Net Income
Consolidated net income of the Company increased from $507.9 million in
1996 to $593.5 million in 1997, an increase of $85.6 million, or 16.9%.
Year Ended December 31, 1996 Compared to Year Ended December 31, 1995
Management Services to Property and Casualty Insurance Companies; and Other
Operating Revenues. Operating revenues increased from $1,183.1 million in
1995 to $1,245.4 million in 1996, an increase of $62.3 million, or 5.3%. This
growth reflects higher gross premiums earned by the P&C Group, which increased
from $9,003.8 million in 1995 to $9,458.2 million in 1996 due primarily to
higher average premium levels across all major lines of business and an
increase in the number of policies-in-force between years. Partially
offsetting these increases is a 0.45% reduction in the Farmers Preferred Auto
Management fee rate, effective November 1, 1996. This resulted in a $4.1
million reduction in management fees in 1996 from what such fees would have
been using the 1995 rates.
Total Operating Expenses. Total operating expenses as a percentage of
operating revenues decreased from 58.9% in 1995 to 56.0% in 1996, a decrease
of 2.9%. Specifically, labor costs (salaries and employee benefits) decreased
from 29.5% of operating revenues for the year ended December 31, 1995 to 27.1%
of operating revenues for the year ended December 31, 1996.
Salaries and Employee Benefits. Salaries and employee benefits
decreased from $348.8 million in 1995 to $337.2 million in 1996, a
decrease of $11.6 million, or 3.3%, primarily due to a reduction in
employee complement.
Buildings and Equipment Expenses. Buildings and equipment expenses
increased from $75.1 million in 1995 to $87.3 million in 1996, an
increase of $12.2 million, or 16.2%. This increase was primarily due to
the amortization of new information technology systems software, offset
in part by a decrease in computer mainframe related expenses.
Amortization of AIF Contracts and Goodwill. Amortization expense
was $102.8 million in both 1996 and 1995. These assets are being
amortized on a straight-line basis over forty years.
General and Administrative Expenses. General and administrative
expenses decreased $0.2 million between years, from $170.5 million in
1995 to $170.3 million in 1996.
<PAGE> 20
Net Investment Income. Net investment income increased from $78.0
million in 1995 to $112.8 million in 1996, an increase of $34.8 million,
or 44.6%. This increase was primarily due to higher yield rates and a larger
invested asset base in 1996.
Net Realized Gains. Net realized gains increased from $1.5 million in
1995 to $5.1 million in 1996, an increase of $3.6 million, due mainly to gains
realized on sales of bonds and investment real estate.
Dividends on Preferred Securities of Subsidiary Trusts. As a result
of the $500.0 million of QUIPS issued in September and October 1995, dividend
expense increased from $10.4 million in 1995 to $42.1 million in 1996.
Provision for Income Taxes. Provision for income taxes increased from
$224.3 million in 1995 to $275.2 million in 1996, an increase of $50.9
million, or 22.7%. This increase was due in part to $22.5 million of taxes
that resulted from the $374.9 million dividend paid to FGI by FNWL in
December 1996. The remaining increase was attributable to an increase in
pretax income between years.
Management Services Income. As a result of the foregoing, management
services income increased from $330.8 million for the year ended December 31,
1995 to $348.5 million for the year ended December 31, 1996, an increase of
$17.7 million, or 5.4%.
Life Insurance Subsidiaries
On April 15, 1997, OSL and IGL were sold to Great Southern Life Insurance
Company, a subsidiary of Americo Life, Inc.. OSL and IGL contributed $17.2
million to net income in 1996 and $11.6 million in 1995. The following
commentary addresses the results of the Company's remaining life insurance
subsidiary, FNWL.
Total Revenues. Total revenues increased from $558.4 million in 1995
to $613.3 million in 1996, an increase of $54.9 million, or 9.8%.
Premiums. Premiums increased $12.2 million, or 9.8%, over 1995.
This increase was due to growth in renewal and first year business.
The increase in renewal premiums was attributable to an 11.9% growth in
traditional life insurance in-force resulting from improved persistency
and an increase in average policy size. The higher first year premiums
were due primarily to growth in PWL and Mortgage Protection Plan
products.
Policy charges. Policy charges increased $18.5 million, or 10.9%,
over 1995, reflecting an 8.5% growth in universal life-type
insurance-in-force.
Investment income. Net investment income increased $17.3 million in
1996, or 7.2%, over 1995 due largely to higher bond interest income
resulting from a higher invested asset base.
Net realized gains. Net realized gains increased by $6.9 million in
1996 due primarily to gains realized on common stock as a result of
favorable market conditions.
Total Operating Expenses. Total operating expenses increased from
$369.9 million in 1995 to $399.9 million in 1996, an increase of $30.0
million, or 8.1%.
Policyholders' Benefits. Policyholders' benefits expense increased
from $241.4 million in 1995 to $260.3 million in 1996, an increase of
$18.9 million, or 7.8%. Policy benefits increased $4.9 million over 1995
primarily due to an increase in death claims resulting from higher
average
<PAGE> 21
insurance-in-force. Increase in liability for future
benefits expense increased from $10.5 million in 1995 to $11.4 million in
1996, or 8.6%. This increase was primarily due to increases in PWL and other
traditional product premiums and to lower terminations in 1996. Interest
credited to policyholders increased from $124.9 million in 1995 to $138.0
million in 1996, or 10.5%, reflecting an 8.5% growth in universal life-type
insurance in-force and a 7.3% increase in annuity funds on deposit.
Amortization of DAC and Value of Life Business Acquired.
Amortization expense increased from $50.5 million in 1995 to $60.4
million in 1996, or 19.6%, reflecting the continued growth in universal
life-type business and lower traditional terminations in 1996.
Commissions. Commissions increased from $17.7 million in 1995 to
$18.3 million in 1996, reflecting increased renewal premiums from
traditional and universal life products.
General and Administrative Expenses. General and administrative
expenses increased from $60.3 million in 1995 to $60.9 million in 1996,
or 1.0%, due to higher salaries and benefits expense.
Provision for Income Taxes. Provision for income taxes increased
from $60.2 million in 1995 to $71.1 million in 1996, an increase of $10.9
million. This increase was attributable to the increase in pretax operating
income.
FNWL Income. As a result of the foregoing, FNWL income increased from
$128.3 million in 1995 to $142.3 million in 1996, an increase of $14.0
million, or 10.9%.
Consolidated Net Income
Consolidated net income of the Company increased from $470.7 million in
1995 to $507.9 million in 1996, an increase of $37.2 million, or 7.9%.
Liquidity and Capital Resources
General. The principal uses of funds by the Company are (i) operating
expenses, (ii) dividends to the shareholders of the Company's QUIPS, (iii)
capital expenditures and (iv) dividends to its stockholder. In 1997,
dividends paid on the QUIPS totaled $42.1 million, capital expenditures
totaled $66.2 million and cash dividends paid to the stockholder totaled
$337.2 million.
The principal sources of funds available to the Company are (i) the
management fees that it receives for managing the P&C Group, (ii) investment
income and (iii) dividends from its subsidiaries. Historically, funds
available from the first two of these sources have been sufficient to satisfy
the liquidity needs of the Company, and the Company anticipates that such
funds will continue to be adequate to satisfy such needs in the future. A
portion of the net income of FNWL is available for payment as a dividend to
the Company, subject to certain limitations imposed by the insurance laws of
the State of Washington and additional state taxation. As of December 31,
1997, an aggregate of $122.7 million was available for distribution as a
dividend without approval of the state insurance department (see Note G).
Additionally, as of December 31, 1997, the Company had available revolving
credit facilities enabling it to borrow up to $500.0 million in the event such
a need should arise (see Note T).
In order to maintain the policyholders' surplus of the Exchanges, the
Company has purchased approximately $850.0 million of surplus certificates of
the Exchanges ($400.0 million of which were purchased in 1996, $250.0 million
of which were purchased in 1995 and $200.0
<PAGE> 22
million of which were purchased in 1986 and repaid in 1996, see Note D).
In addition, in 1991, the Company arranged for two subsidiaries of B.A.T
to purchase an aggregate of $400.0 million of surplus notes of two
subsidiaries of the Exchanges. The Company has, from time to time, made
other surplus contributions to the Exchanges totaling approximately $34.4
million, receiving certificates of contribution which bear interest at various
rates. The Company believes that these purchases of surplus certificates and
notes have helped to support the historical growth in premiums earned and the
related growth in management fees paid to the Company.
Net cash provided by operating activities decreased from $688.7 million
in 1996 to $655.4 million in 1997, a decrease in cash of $33.3 million, or
4.8%. This decrease in cash was principally due to a $34.9 million decrease
in Universal life type contracts as a result of a reduction in new life
business due to the sale of OSL and IGL. In addition, cash decreased $89.1
million due to an increase in non-current assets. The above decreases in cash
were partially offset by a $85.6 million increase in consolidated net income.
Net cash used in investing activities decreased from $532.1 million in
1996 to $351.9 million in 1997, an increase in cash of $180.2 million, or
33.9%, between years. This increase in cash was principally due to $336.7
million of proceeds received from the sale of OSL and IGL and a $200.0 million
net decrease in the purchase of surplus certificates of the Exchanges between
years ($0 in 1997 versus a net $200.0 million purchase in 1996). Partially
offsetting this increase in cash was an increase in net purchases of
investments available-for-sale of $381.5 million.
Net cash used in financing activities decreased $570.3 million in 1996 to
$286.5 million in 1997, an increase in cash of $283.8 million, or 49.8%.
This increase in cash was primarily due to the repayment of $200.0 million of
8.25% Notes Payable in July 1996 and the fact that cash dividends paid to
B.A.T decreased $127.7 million, from $464.9 million in 1996 to $337.2 million
in 1997.
Life Insurance Subsidiary. The principal uses of funds by FNWL are (i)
policy benefits and claims, (ii) loans to policyholders, (iii) capital
expenditures, (iv) operating expenses, and (v) stockholder's dividends.
The principal sources of funds available to FNWL are premiums and amounts
earned from the investment of premiums and deposits. These sources of funds
have historically satisfied the liquidity needs of FNWL.
<PAGE> 23
ITEM 8. Financial Statements and Supplementary Data
Index for Financial Statements and Supplementary Data
Page
----
Independent Auditors' Report 24
Consolidated Financial Statements of Farmers Group, Inc.
and Subsidiaries
Consolidated Balance Sheets as of December 31, 1997 and 1996 25
Consolidated Statements of Income for the years ended
December 31, 1997, 1996 and 1995 27
Consolidated Statements of Stockholder's Equity for the years ended
December 31, 1997, 1996 and 1995 28
Consolidated Statements of Cash Flows for the years ended
December 31, 1997, 1996 and 1995 29
Notes to Consolidated Financial Statements 30
Quarterly Financial Data (Unaudited) 58
<PAGE> 24
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of Farmers Group, Inc.
We have audited the consolidated balance sheets of Farmers Group, Inc.
and subsidiaries (the "Company") as of December 31, 1997 and 1996, and the
related consolidated statements of income, stockholder's equity, and cash
flows for each of the three years in the period ended December 31, 1997.
Our audits also included the financial statement schedules listed in the
Index at Item 14. These financial statements and financial statement
schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
financial statement schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly,
in all material respects, the financial position of the Company as of
December 31, 1997 and 1996, and the results of its operations and its
cash flows for each of the three years in the period ended December 31,
1997 in conformity with generally accepted accounting principles. Also,
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.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Los Angeles, California
February 16, 1998
<PAGE> 25
FARMERS GROUP, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
ASSETS
<TABLE>
<CAPTION>
December 31,
-----------------------------
1997 1996
------------- -------------
<S> <C> <C>
Current assets, excluding life insurance subsidiaries:
Cash and cash equivalents $ 506,273 $ 412,018
Marketable securities, at market value 128,216 118,253
Accrued interest 43,895 39,148
Accounts receivable, principally from the Exchanges 34,804 28,641
Notes receivable - affiliate 137,000 135,000
Deferred taxes 28,925 35,003
Prepaid expenses and other 13,725 23,985
------------- -------------
Total current assets 892,838 792,048
------------- -------------
Investments, excluding life insurance subsidiaries:
Fixed maturities available-for-sale, at market value
(cost: $482,355 and $182,474) 488,245 184,829
Mortgage loans on real estate 240 0
Non-redeemable preferred stocks available-for-sale, at
market value (cost: $0 and $18) 0 20
Common stocks available-for-sale, at market value
(cost: $322,741 and $250,421) 388,966 307,821
Certificates in surplus of Exchanges 684,380 684,380
Real estate, at cost (net of accumulated depreciation:
$29,212 and $16,944) 63,512 45,358
Joint ventures, at equity 4,825 10,366
------------- -------------
1,630,168 1,232,774
------------- -------------
Other assets, excluding life insurance subsidiaries:
Notes receivable - affiliate 270,000 272,000
Goodwill (net of accumulated amortization: $540,396
and $480,352) 1,861,359 1,921,403
Attorney-in-fact contracts (net of accumulated
amortization: $384,534 and $341,808) 1,324,509 1,367,235
Securities lending collateral 49,908 0
Other assets 297,602 357,104
------------- -------------
3,803,378 3,917,742
------------- -------------
Properties, plant and equipment, at cost: (net of
accumulated depreciation: $242,392 and $202,085) 450,880 447,636
------------- -------------
Investments of life insurance subsidiaries:
Fixed maturities available-for-sale, at market value
(cost: $3,408,426 and $3,764,192) 3,555,148 3,854,126
Mortgage loans on real estate 89,903 122,635
Non-redeemable preferred stocks available-for-sale, at market
value (cost: $1,153 and $7,007) 1,227 6,308
Common stocks available-for-sale, at market value
(cost: $0 and $84,532) 120 103,887
Policy loans 165,894 187,285
Real estate, at cost (net of accumulated depreciation:
$19,306 and $16,824) 69,265 61,715
Joint ventures, at equity 9,515 11,971
Other investments, at market value (cost: $3,450 and $0) 3,299 0
------------- -------------
3,894,371 4,347,927
------------- -------------
Other assets of life insurance subsidiaries:
Cash and cash equivalents 9,980 87,310
Accrued investment income 51,971 53,063
Deferred policy acquisition costs and value of life business
acquired 798,725 1,001,044
Securities lending collateral 544,580 221,216
Other assets 40,542 31,451
Assets held in Separate Account 0 796,616
------------- -------------
1,445,798 2,190,700
------------- -------------
Total assets $ 12,117,433 $ 12,928,827
============= =============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> 26
FARMERS GROUP, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
LIABILITIES AND STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
December 31,
----------------------------
1997 1996
------------- ------------
<S> <C> <C>
Current liabilities, excluding life insurance subsidiaries:
Notes and accounts payable:
Exchanges $ 2,553 $ 8,234
Other 28,204 21,004
Accrued liabilities:
Profit sharing 51,067 52,690
Income taxes 82,282 29,831
Other 12,276 18,474
------------- -------------
Total current liabilities 176,382 130,233
------------- -------------
Other liabilities, excluding life insurance subsidiaries:
Real estate mortgages payable 92 217
Non-current deferred taxes 643,910 675,900
Securities lending liability 49,908 0
Other 131,056 251,315
------------- -------------
824,966 927,432
------------- -------------
Liabilities of life insurance subsidiaries:
Policy liabilities:
Future policy benefits 3,010,162 3,474,862
Claims 22,156 32,732
Policyholder dividends 0 13,358
Other policyholder funds 60,072 70,816
Income taxes (including deferred taxes: $153,006 and $195,188) 148,865 194,222
Unearned investment income 1,016 2,302
Other liabilities 47,660 61,207
Securities lending liability 544,580 221,216
Liabilities related to Separate Account 0 796,616
------------- -------------
3,834,511 4,867,331
------------- -------------
Total liabilities 4,835,859 5,924,996
------------- -------------
Commitments and contingencies
Company obligated mandatorily redeemable preferred
securities of subsidiary trusts holding solely junior
subordinated debentures 500,000 500,000
------------- ------------
Stockholder's Equity:
Common stock, $1 par value per share; authorized, issued
and outstanding: 1997 and 1996 -- 1000 shares 1 1
Additional capital 5,212,618 5,212,618
Unrealized gains (net of deferred taxes of $61,193
and $49,781) 113,549 92,104
Retained earnings 1,455,406 1,199,108
------------- -------------
Total stockholder's equity 6,781,574 6,503,831
------------- -------------
Total liabilities and stockholder's equity $ 12,117,433 $ 12,928,827
============= =============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> 27
FARMERS GROUP, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands)
<TABLE>
<CAPTION>
Year ended December 31,
-------------------------------------
1997 1996 1995
----------- ----------- ------------
<S> <C> <C> <C>
Consolidated operating revenues $ 2,008,941 $ 2,013,152 $ 1,892,404
=========== =========== ===========
Management services to property and casualty
insurance companies; and other:
Operating revenues $ 1,324,895 $ 1,245,375 $ 1,183,098
----------- ----------- -----------
Salaries and employee benefits 335,781 337,238 348,829
Buildings and equipment expenses 95,833 87,276 75,053
Amortization of AIF contracts and goodwill 102,770 102,770 102,770
General and administrative expenses 202,645 170,256 170,470
----------- ----------- -----------
Total operating expenses 737,029 697,540 697,122
----------- ----------- -----------
Operating income 587,866 547,835 485,976
Net investment income 144,178 112,780 78,021
Net realized gains 73,403 5,079 1,497
Gain on sale of subsidiaries 19,019 0 0
Dividends on preferred securities of subsidiary trusts (42,070) (42,070) (10,414)
----------- ----------- -----------
Income before provision for taxes 782,396 623,624 555,080
Provision for income taxes 332,187 275,152 224,289
----------- ----------- -----------
Management services income 450,209 348,472 330,791
----------- ----------- -----------
Life insurance subsidiaries:
Premiums 161,058 170,421 158,827
Policy charges 216,609 241,737 220,609
Investment income, net of expenses 293,143 317,630 298,251
Net realized gains 13,236 37,989 31,619
----------- ----------- -----------
Total revenues 684,046 767,777 709,306
----------- ----------- -----------
Policy benefits 124,261 155,110 152,951
Increase in liability for future policy benefits 14,863 11,089 9,147
Interest credited to policyholders 155,301 168,912 154,579
Amortization of deferred policy acquisition costs and
value of life business acquired 103,975 108,802 103,201
Commissions 18,188 20,986 20,160
General and administrative expenses 47,748 63,359 60,855
----------- ----------- -----------
Total operating expenses 464,336 528,258 500,893
----------- ----------- -----------
Income before provision for taxes 219,710 239,519 208,413
Provision for income taxes 76,421 80,050 68,474
----------- ----------- -----------
Life insurance subsidiaries income 143,289 159,469 139,939
----------- ----------- -----------
Consolidated net income $ 593,498 $ 507,941 $ 470,730
=========== =========== ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> 28
FARMERS GROUP, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
Years ended December 31, 1997, 1996 and 1995
(Amounts in thousands)
<TABLE>
<CAPTION>
Net Unrealized Total
Common Additional Gains (Losses) Retained Stockholder's
Stock Capital On Investments Earnings Equity
-------- ----------- ------------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1994 $ 1 $ 5,212,618 $ (35,146) $ 970,537 $ 6,148,010
Net income, 1995 470,730 470,730
Change in net unrealized
gains on investments
net of tax of $86,448 160,108 160,108
Cash dividends paid (285,200) (285,200)
-------- ----------- ------------- ---------- ------------
Balance, December 31, 1995 1 5,212,618 124,962 1,156,067 6,493,648
Net income, 1996 507,941 507,941
Change in net unrealized
losses on investments
net of tax of ($17,764) (32,858) (32,858)
Cash dividends paid (464,900) (464,900)
-------- ----------- ------------- ---------- ------------
Balance, December 31, 1996 1 5,212,618 92,104 1,199,108 6,503,831
Net income, 1997 593,498 593,498
Change in net unrealized
gains on investments
net of tax of $11,412 21,445 21,445
Cash dividends paid (337,200) (337,200)
-------- ----------- ------------- ---------- ------------
Balance, December 31, 1997 $ 1 $ 5,212,618 $ 113,549 $1,455,406 $ 6,781,574
======== =========== ============= ========== ============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> 29
FARMERS GROUP, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
<TABLE>
<CAPTION>
Year ended December 31,
------------------------------------
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Consolidated net income $ 593,498 $ 507,941 $ 470,730
Non-cash and operating activities adjustments:
Depreciation and amortization 176,899 168,263 153,096
Amortization of deferred policy acquisition costs and
value of life business acquired 103,975 108,802 103,201
Policy acquisition costs deferred (98,372) (129,922) (133,166)
Life insurance policy liabilities 15,001 3,468 (1,590)
Universal life type contracts:
Deposits received 295,747 317,742 300,274
Withdrawals (232,728) (235,658) (211,789)
Interest credited 62,247 78,112 78,306
Equity in earnings of joint ventures 5,150 2,164 510
Gain on sales of assets (87,760) (44,584) (34,505)
Gain on sale of subsidiaries (19,019) 0 0
Changes in assets and liabilities:
Current assets and liabilities 31,182 10,068 21,184
Non-current assets and liabilities (153,157) (64,024) (66,953)
Other, net (37,307) (33,691) (26,846)
---------- ---------- ----------
Net cash provided by operating activities 655,356 688,681 652,452
---------- ---------- ----------
Cash Flows from Investing Activities:
Purchases of investments available-for-sale (1,682,243) (1,279,073) (939,186)
Purchases of properties (39,982) (43,546) (34,682)
Purchase of surplus certificates of the Exchanges 0 (400,000) (250,000)
Proceeds from sales and maturities of investments
available-for-sale 1,001,351 979,701 541,376
Proceeds from sales of properties 16,778 27,822 20,201
Proceeds from sale of subsidiaries 336,714 0 0
Proceeds from surplus certificates of the
Exchanges 0 200,000 0
Purchases of mortgage loans 0 0 (75)
Mortgage loan collections 32,849 23,624 20,418
(Increase) in policy loans (17,836) (22,020) (18,386)
Other, net 482 (18,601) 15,220
---------- ---------- ----------
Net cash (used in) investing activities (351,887) (532,093) (645,114)
---------- ---------- ----------
Cash Flows from Financing Activities:
Dividends paid to stockholder (337,200) (464,900) (285,200)
Proceeds from issuance of cumulative quarterly
income preferred securities 0 0 500,000
Annuity contracts:
Deposits received 131,651 141,046 206,538
Withdrawals (161,150) (133,018) (109,938)
Interest credited 80,280 87,160 72,791
Issuance cost of cumulative quarterly income
preferred securities 0 (438) (17,803)
Payment of long-term notes payable 0 (200,000) 0
Payment of real estate mortgages payable (125) (116) (81)
---------- ---------- ----------
Net cash (used in)/provided by financing activities (286,544) (570,266) 366,307
---------- ---------- ----------
Increase/(decrease) in cash and cash equivalents 16,925 (413,678) 373,645
Cash and cash equivalents - at beginning of year 499,328 913,006 539,361
---------- ---------- ----------
Cash and cash equivalents - at end of year $ 516,253 $ 499,328 $ 913,006
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> 30
FARMERS GROUP, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. Basis of presentation and summary of significant accounting policies
The consolidated financial statements have been prepared in accordance
with generally accepted accounting principles ("GAAP"). All material
inter-company transactions have been eliminated. Certain amounts applicable
to prior years have been reclassified to conform with the 1997 presentation.
The consolidated financial statements include Farmers Group, Inc. ("FGI") and
its subsidiaries (together, the "Company"). On April 15, 1997, FGI sold two
of its life insurance subsidiaries, The Ohio State Life Insurance Company
("OSL") and Investors Guaranty Life Insurance Company ("IGL"), to Great
Southern Life Insurance Company, a subsidiary of Americo Life, Inc.. As a
result, the 1997 balance sheet information includes FGI and its remaining life
insurance subsidiary, Farmers New World Life Insurance Company ("FNWL"),
whereas the 1996 information includes FGI as well as FNWL, OSL, and IGL (the
"Life Insurance Subsidiaries").
In December 1988, BATUS Inc. ("BATUS"), a subsidiary of B.A.T Industries
p.l.c. ("B.A.T"), acquired 100% ownership of the Company for $5,212,619,000 in
cash, including related expenses, through its wholly owned subsidiary BATUS
Financial Services. Immediately thereafter, BATUS Financial Services was
merged into Farmers Group, Inc.. The acquisition was accounted for as a
purchase and, accordingly, the acquired assets and liabilities were recorded
in the Company's consolidated balance sheets based on their estimated fair
values at December 31, 1988. In January 1990, ownership of the Company was
transferred to South Western Nominees Limited, a subsidiary of B.A.T.
On December 22, 1997, a definitive agreement was reached to merge B.A.T
Industries' Financial Services Businesses ("BAFS") with Zurich Insurance
Company ("Zurich"). Completion of the merger is subject to regulatory
consents, tax clearance and the approval of the shareholders of B.A.T and
Zurich, and is expected to be finalized in late 1998. Under the
agreement, the businesses of Zurich and BAFS, which include Farmers Group,
Inc., will be transferred to Zurich Financial Services, a new Swiss company
with headquarters in Zurich.
The Company is attorney-in-fact ("AIF") for three inter-insurance
exchanges: Farmers Insurance Exchange, Fire Insurance Exchange and Truck
Insurance Exchange (collectively the "Exchanges"), which operate in the
property and casualty insurance industry. As attorney-in-fact, FGI, or its
subsidiaries, as applicable, manages the affairs of the Exchanges, their
respective subsidiaries and Farmers Texas County Mutual Insurance Company
(collectively the "P&C Group") and receives compensation based on a percentage
of earned premiums. The management services generate a substantial portion of
the Company's revenue and profits, and as a result, the Company's ongoing
financial performance depends on the volume of business written by, and the
efficiency and financial strength of, the P&C Group. A portion of the
purchase price ($1,709,043,000) associated with the acquisition was assigned
to these AIF contract relationships. The value so assigned is being amortized
on a straight-line basis over forty years.
<PAGE> 31
The excess of the purchase price over the fair value of the net assets
("Goodwill") of the Company at the date of acquisition ($2,401,755,000) is
being amortized on a straight-line basis over forty years. The carrying amount
of the Goodwill is regularly reviewed for indications of impairment in value
which in the view of management are other than temporary, including unexpected
or adverse changes in the following: (1) the economic or competitive
environments in which the Company operates, (2) profitability analyses and
(3) cashflow analyses. As of December 31, 1997, the reported value and the
remaining life of Goodwill are considered appropriate.
Prior to April 15, 1997 the Company's life insurance operations were
conducted by its three wholly owned subsidiaries. A portion of the purchase
price ($662,778,000) was assigned to the "Value of Life Business Acquired",
which represented an actuarial determination of the expected profits from the
business in force at the date of acquisition. The amount so assigned is
being amortized over its actuarially determined useful life with the
unamortized amount included in "Deferred Policy Acquisition Costs and Value of
Life Business Acquired" in the accompanying consolidated balance sheets.
On April 15, 1997, upon receipt of regulatory approval, the Company sold
OSL and IGL. The sale of these subsidiaries resulted in an estimated
$19,019,000 gain and was reported on the "Gain on sale of subsidiaries" line
of the income statement. In addition, taxes associated with the sale
increased current year tax expense by an estimated $26,826,000 and were
reflected on the "Provision for income taxes" line. Both of these amounts
were reflected in the "Management services to property and casualty insurance
companies; and other" section of the Company's consolidated income statement
for the year ended December 31, 1997. The decision to sell these subsidiaries
was part of the Company's strategic plan to focus its life insurance efforts
on the growth of FNWL, by far its largest insurance company, through increased
sales to the P&C Group's customer base. FNWL markets a broad line of
individual life insurance products, including universal life, term life and
whole life insurance, and annuity products, predominately flexible premium
deferred annuities. These products and services are sold directly by the
Exchanges' agents.
Properties are depreciated over the following estimated useful lives:
Buildings and improvements 10 to 35 years
Furniture and equipment 5 to 10 years
Data processing equipment and software 5 years
Depreciation is calculated for financial statement purposes by the
straight-line method. Repairs and maintenance are charged to operations;
significant renewals and betterments are capitalized.
In 1997, the Company adopted Financial Accounting Standards Board
("FASB") Statement of Financial Accounting Standards ("SFAS") No. 125,
"Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities". This Statement establishes accounting and
reporting standards for transfers and servicing of financial assets and
extinguishments of liabilities based on a consistent application of a
financial-components approach that focuses on the issue of control. This
Statement was amended by SFAS No. 127, "The Deferral of the Effective Date of
Certain Provisions of FASB Statement No. 125", which delays for one year the
effective date of the provisions that apply to certain transactions. These
transactions include repurchase agreements, dollar-rolls, securities lending,
secured borrowings and collateral. The adoption of these Statements did not
have a material impact on the Company's consolidated financial statements.
<PAGE> 32
In February 1997, the FASB released SFAS No. 128, "Earnings per Share".
This Statement, effective for financial statements issued for periods ending
after December 15, 1997, establishes standards for computing and presenting
earnings per share and applies to entities with publicly held common stock or
potential common stock. The Company does not have any publicly held common
stock and, therefore, is not subject to the requirements of this Statement.
In February 1997, the FASB released SFAS No. 129, "Disclosure of
Information about Capital Structure". This Statement, effective for financial
statements issued for periods ending after December 15, 1997, establishes
standards for disclosing information about an entity's capital structure.
This Statement eliminates the exemption of nonpublic entities from certain
disclosure requirements of Accounting Principles Board Opinion No. 15,
"Earnings Per Share", as provided by SFAS No. 21, "Suspension of the
Reporting of Earnings per Share and Segment Information by Nonpublic
Enterprises". The adoption of this Statement did not have a significant
impact on the Company's consolidated financial statements.
In June 1997, the FASB released SFAS No. 130, "Reporting Comprehensive
Income". This Statement, effective for fiscal periods beginning after
December 15, 1997, establishes standards for reporting and displaying
comprehensive income and its components. This Statement requires that all
items that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement with
the same prominence as other financial statements. The Company does not
expect the adoption of this Statement to have a material impact on its
consolidated financial statements.
In June 1997, the FASB released SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information". This Statement, effective for
financial statements of public enterprises issued for periods beginning after
December 15, 1997, establishes standards for reporting information about
operating segments in annual financial statements and requires the reporting
of selected information about operating segments in interim financial reports
issued to shareholders. It also establishes standards for related disclosures
about products and services, geographic areas, and major customers. This
Statement supersedes SFAS No. 14, "Financial Reporting for Segments of a
Business Enterprise" and amends SFAS No. 94, "Consolidation of All
Majority-Owned Subsidiaries". The Company does not expect the adoption of
this Statement to have a significant impact on its consolidated financial
statements.
The preparation of the Company's financial statements in conformity with
GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements as well as the
reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
B. Life insurance accounting
Traditional product premiums are recognized as revenues when they become
due, and future benefits and expenses are matched with such premiums so that
the majority of profits are recognized over the premium-paying period of the
policy. This matching of revenues and expenses is accomplished through the
provision for future policy benefits and the amortization of deferred policy
acquisition costs ("DAC").
Certain policy acquisition costs, principally first-year commissions and
other expenses for policy underwriting and issuance (which are primarily
related to and vary with the production of new
<PAGE> 33
business), are deferred and amortized proportionately over the estimated
period during which the related premiums will be recognized as income, based
on the same assumptions that are used for computing the liabilities for
future policy benefits. Liabilities for future policy benefits are computed
principally by means of a net level premium method reflecting estimated future
investment yields, mortality, morbidity and withdrawals. Interest rate
assumptions range from 2.25% to 9.25%, depending on the year of policy issue.
Mortality is calculated principally on select and ultimate tables in common
usage in the industry, modified for the Life Insurance Subsidiaries'
experience, and withdrawals are estimated based primarily on the Life
Insurance Subsidiaries' experience.
Revenues associated with universal life products consist of policy
charges for the cost of insurance, policy administration fees, surrender
charges and investment income on assets allocated to support policyholder
account balances. Revenues for deferred annuity products consist of surrender
charges and investment income on assets allocated to support policyholder
account balances. Expenses include interest credited to policyholder account
balances and benefit claims incurred in excess of policyholder account
balances. Liabilities for future policy benefits on universal life and
deferred annuity products are determined under the retrospective deposit
method. DAC is amortized in relation to the present value of expected gross
profit margins on the policies, after giving recognition to differences
between actual and expected gross profit margins to date. DAC and Value of
Life Business Acquired also includes amounts associated with the unrealized
gains and losses recorded as a component of stockholder's equity in accordance
with the application of SFAS No. 115, "Accounting for Certain Investments in
Debt and Equity Securities". Accordingly, DAC and Value of Life Business
Acquired is increased or decreased for the impact on estimated future gross
profits as if net unrealized gains or losses on securities had been realized
at the balance sheet date. Net unrealized gains or losses on securities
within stockholder's equity also reflects this impact. These entries
decreased the DAC and Value of Life Business Acquired asset by $43,447,000 and
$27,927,000 as of December 31, 1997 and 1996, respectively.
C. Property, plant and equipment
A schedule of the Company's operating properties, plant and equipment at
cost as of December 31 follows:
<TABLE>
<CAPTION>
1997 1996
----------- -----------
(Amounts in thousands)
<S> <C> <C>
Buildings and improvements $ 227,406 $ 260,937
Data processing equipment and software 283,923 206,400
Furniture and equipment 111,489 105,264
----------- -----------
622,818 572,601
Land 70,454 77,120
----------- -----------
$ 693,272 $ 649,721
=========== ===========
</TABLE>
D. Certificates in surplus of Exchanges
The Company, as attorney-in-fact for the Exchanges, has made surplus
contributions to the Exchanges from time to time. In return, the Company has
received the following certificates of contribution totaling $684,380,000 as
of December 31, 1997:
A $100,000,000 certificate of contribution, issued on December 20, 1996,
bearing interest at 8.95% annually.
A $135,000,000 certificate of contribution, issued on September 30, 1996,
bearing interest at 8.95% annually.
<PAGE> 34
A $165,000,000 certificate of contribution, issued on June 27, 1996,
bearing interest at 8.95% annually.
A $250,000,000 certificate of contribution, issued in 1995, bearing
interest at 8.95% annually.
Miscellaneous other certificates of contribution totaling $34,380,000
which bear interest at various rates.
Conditions governing repayment of these amounts are outlined in the
certificates. Generally, repayment may be made only when the surplus balance
of the appropriate Exchange reaches a certain specified level, and then only
after approval is granted by the Exchange Board of Governors and the
California Insurance Commissioner.
On July 1, 1996, the Company received $200,000,000 from the Exchanges in
repayment of a surplus contribution made by the Company in 1986.
E. Company Obligated Mandatorily Redeemable Preferred Securities of
Subsidiary Trusts Holding Solely Junior Subordinate Debentures
In 1995, Farmers Group Capital and Farmers Group Capital II (the
"Subsidiary Trusts"), consolidated wholly owned subsidiaries of Farmers
Group, Inc., issued $410 million of 8.45% Cumulative Quarterly Income
Preferred Securities ("QUIPS"), Series A and $90 million of 8.25% QUIPS,
Series B, respectively. In connection with the Subsidiary Trusts' issuance
of the QUIPS and the related purchase by Farmers Group, Inc. of all of the
Subsidiary Trusts' Common Securities ("Common Securities"), Farmers Group,
Inc. issued to Farmers Group Capital $422,680,399 principal amount of its
8.45% Junior Subordinated Debentures, Series A due on December 31, 2025,
(the "Junior Subordinated Debentures, Series A") and issued to Farmers Group
Capital II $92,783,505 principal amount of its 8.25% Junior Subordinated
Debentures, Series B due on December 31, 2025 (the "Junior Subordinated
Debentures, Series B" and, together with the Junior Subordinated Debentures,
Series A, the "Junior Subordinated Debentures"). The sole assets of Farmers
Group Capital are the Junior Subordinated Debentures, Series A. The sole
assets of Farmers Group Capital II are the Junior Subordinated Debentures,
Series B. In addition, these arrangements are governed by various agreements
between Farmers Group, Inc. and the Subsidiary Trusts (the Guarantee
Agreements, the Trust Agreements, the Expense Agreements, the Indentures and
the Junior Subordinated Debentures) which considered together constitute a
full and unconditional guarantee by Farmers Group, Inc. of the Subsidiary
Trusts' obligations under the Preferred Securities.
Under certain circumstances, the Junior Subordinated Debentures may be
distributed to holders of the QUIPS and holders of the Common Securities in
liquidation of the Subsidiary Trusts. The QUIPS are subject to mandatory
redemption upon repayment of the Junior Subordinated Debentures at maturity,
or upon their earlier redemption, at a redemption price of $25 per Preferred
Security, plus accrued and unpaid distributions thereon to the date fixed for
redemption. Farmers Group, Inc. will have the option at any time on or after
September 27, 2000 to redeem, in whole or part, the Junior Subordinated
Debentures.
As of December 31, 1997 and 1996, a total of 20,000,000 shares of QUIPS
were outstanding.
<PAGE> 35
F. Employees' profit sharing plans
The Company has two profit sharing plans providing for cash payments to
all eligible employees. The two plans, Cash Profit Sharing (consisting of
Cash and Cash Plus) and Deferred Profit Sharing, provide for a maximum
aggregate expense of 16.25% of the Company's consolidated annual pretax
earnings, as adjusted. The Deferred Profit Sharing Plan, limited to 15% of
the salary or wage paid or accrued to the eligible employee, provides for
an annual payment by the Company to a trust for eventual payment to employees
as provided in the Plan. The Cash Profit Sharing Plan provides for annual
cash distributions limited to 5% (Cash) and 1.25% (Cash Plus) of the salary
or wage paid or accrued to the eligible employee.
Expense under these plans was $52,235,000, $55,772,000, and $55,070,000
in 1997, 1996 and 1995, respectively.
G. Retained earnings
Combined statutory capital and surplus of the Life Insurance Subsidiaries
was $894,738,000 as of December 31, 1996 and combined statutory net income was
$167,517,000 and $116,998,000 for the years ended December 31, 1996, and 1995,
respectively. Due to the sale of OSL and IGL on April 15, 1997, statutory
capital and surplus as of December 31, 1997 reflects only the results of the
Company's remaining life insurance subsidiary, FNWL. However, statutory
net income for the year ended December 31, 1997, reflects the results of FNWL
for the year and the results of OSL and IGL through the date of sale. As a
result, statutory capital and surplus of FNWL was $817,588,000, and statutory
net income of the Life Insurance Subsidiaries was $122,863,000 for the year.
In December 1996, upon approval of the Washington State Department of
Insurance, FNWL paid a $374,916,000 dividend to its parent company, Farmers
Group, Inc., which consisted primarily of common stock investments. As of
December 31, 1997, an aggregate of $122,667,000 was still available for
distribution without approval from the State Department of Insurance in
Washington, the state in which FNWL is domiciled.
H. Investments
The Company follows the provisions of SFAS No. 115. This Statement
addresses the accounting and reporting for investments in equity securities
that have readily determinable fair values and for all investments in debt
securities. As of December 31, 1997 and 1996, the Company classified all
investments in equity and debt securities as available-for-sale under SFAS
No. 115. Correspondingly, these investments are reported on the balance sheet
at fair value, with unrealized gains and losses, net of tax, excluded from
earnings and reported as a component of stockholder's equity. Real estate
investments are accounted for on a depreciated cost basis. Real estate
acquired in foreclosure and held for sale is carried at the lower of fair
value or depreciated cost less a valuation allowance. Short-term instruments
are carried at cost. Other investments, which consist primarily of
certificates in surplus of the Exchanges, policy loans and the B.A.T
Capital Corporation notes, are carried at the unpaid principal balances.
In compliance with a Securities and Exchange Commission ("SEC") staff
announcement, the Company has recorded certain entries to the DAC and Value
of Life Business Acquired line of the consolidated balance sheet in connection
with SFAS No. 115. The SEC requires that companies record entries to those
assets and liabilities that would have been adjusted had the unrealized
<PAGE> 36
investment gains or losses from securities classified as available-for-sale
actually been realized, with corresponding credits or charges reported
directly to stockholder's equity.
The sources of investment income on securities owned by the Company
(excluding the Life Insurance Subsidiaries) for the years ended December 31
are:
<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ---------
(Amounts in thousands)
<S> <C> <C> <C>
Related parties:
B.A.T Capital Corporation notes $ 23,620 $ 18,151 $ 17,331
---------- ---------- ----------
Total related parties 23,620 18,151 17,331
---------- ---------- ----------
Non-related parties:
Interest income --
certificates in surplus
of Exchanges 61,131 45,448 31,408
Interest income --
fixed income securities 36,264 41,714 27,762
Dividend income 9,268 4,863 5,263
Interest income --
short-term instruments 10,310 11,385 10,398
Interest expense 0 (8,938) (16,500)
Other 3,585 157 2,359
---------- ---------- ----------
Total non-related parties 120,558 94,629 60,690
---------- ---------- ----------
Total investment income
by component $ 144,178 $ 112,780 $ 78,021
========== ========== ==========
</TABLE>
The sources of investment income on securities owned by the Life Insurance
Subsidiaries for the years ended December 31 are:
<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ---------
(Amounts in thousands)
<S> <C> <C> <C>
Fixed income securities $ 251,727 $ 258,828 $ 235,596
Equity securities 12,863 25,299 27,995
Mortgage loans 12,205 14,721 16,526
B.A.T Capital Corporation notes 0 2,580 3,975
Owned real estate 9,575 10,477 10,291
Policy loans 12,118 12,152 10,571
Short-term instruments 2,505 4,097 5,228
Other 5,592 2,906 3,193
Investment expenses (13,442) (13,430) (15,124)
---------- ---------- ----------
Total investment income
by component $ 293,143 $ 317,630 $ 298,251
========== ========== ==========
</TABLE>
<PAGE> 37
Realized gains and losses on sales, redemptions and writedowns of
investments owned by the Company (excluding the Life Insurance Subsidiaries)
are determined based on either the cost of the individual securities or the
depreciated cost of real estate. Net realized investment gains or losses for
the years ended December 31 are:
<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ----------
(Amounts in thousands)
<S> <C> <C> <C>
Bonds $ (12) $ 1,626 $ (23)
Redeemable preferred stocks 365 623 41
Common stocks 69,505 (524) 0
Investment real estate 3,545 3,354 1,479
---------- ---------- ----------
Net realized investment gains $ 73,403 $ 5,079 $ 1,497
========== ========== ==========
</TABLE>
Realized gains and losses on sales, redemptions and writedowns of
investments owned by the Life Insurance Subsidiaries are determined based on
either the cost of the individual securities or the depreciated cost of real
estate. Net realized investment gains or losses for the years ended December
31 are:
<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ---------
(Amounts in thousands)
<S> <C> <C> <C>
Bonds $ 8,619 $ 874 $ 2,942
Redeemable preferred stocks 1,734 1,738 25
Non-redeemable preferred stocks 71 (2,799) 742
Common stocks 2,798 41,007 28,846
Investment real estate 3 (2,131) (919)
Other 11 (700) (17)
---------- ---------- ----------
Net realized investment gains $ 13,236 $ 37,989 $ 31,619
========== ========== ==========
</TABLE>
The amortized cost, gross unrealized gains and losses, and estimated
market values of investments in equity securities pertaining to non-redeemable
preferred stocks and common stocks owned by the Company (excluding life
insurance amounts) are as follows:
<TABLE>
<CAPTION>
As of December 31, 1997
--------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
--------- ---------- ---------- ---------
(Amounts in thousands)
<S> <C> <C> <C> <C>
Equity Securities Available-for-Sale
Non-redeemable preferred stocks $ 0 $ 0 $ 0 $ 0
Common stocks 322,741 76,153 (9,928) 388,966
--------- ---------- ---------- ---------
Total $ 322,741 $ 76,153 $ (9,928) $ 388,966
========= ========== ========== =========
</TABLE>
<TABLE>
<CAPTION>
As of December 31, 1996
---------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
--------- ---------- ---------- ---------
(Amounts in thousands)
<S> <C> <C> <C> <C>
Equity Securities Available-for-Sale
Non-redeemable preferred stocks $ 18 $ 2 $ 0 $ 20
Common stocks 250,421 69,446 (12,046) 307,821
--------- ---------- ----------- ---------
Total $ 250,439 $ 69,448 $ (12,046) $ 307,841
========= ========== =========== =========
</TABLE>
<PAGE> 38
The amortized cost, gross unrealized gains and losses, and estimated
market values of investments in equity securities pertaining to non-redeemable
preferred stocks and common stocks owned by FNWL in 1997 and the Life
Insurance Subsidiaries in 1996 are as follows:
<TABLE>
<CAPTION>
As of December 31, 1997
---------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
--------- ---------- ---------- ---------
(Amounts in thousands)
<S> <C> <C> <C> <C>
Equity Securities Available-for-Sale
Non-redeemable preferred stocks $ 1,153 $ 111 $ (37) $ 1,227
Common stocks 0 120 0 120
--------- ---------- ----------- ---------
Total $ 1,153 $ 231 $ (37) $ 1,347
========= ========== =========== =========
</TABLE>
<TABLE>
<CAPTION>
As of December 31, 1996
---------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
--------- ---------- ---------- ---------
(Amounts in thousands)
<S> <C> <C> <C> <C>
Equity Securities Available-for-Sale
Non-redeemable preferred stocks $ 7,007 $ 261 $ (960) $ 6,308
Common stocks 84,532 21,198 (1,843) 103,887
--------- ---------- ----------- ---------
Total $ 91,539 $ 21,459 $ (2,803) $ 110,195
========= ========== =========== =========
</TABLE>
<PAGE> 39
The amortized cost, gross unrealized gains and losses, and estimated
market values of investments in debt securities, including bonds and
redeemable preferred stocks, owned by the Company (excluding life insurance
amounts) are as follows:
<TABLE>
<CAPTION>
As of December 31, 1997
---------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
--------- ---------- ---------- ---------
(Amounts in thousands)
<S> <C> <C> <C> <C>
Debt Securities Available-for-Sale,
including Marketable Securities
U.S. Treasury securities and obligations of
U.S. government corporations and agencies $ 25,000 $ 338 $ 0 $ 25,338
Obligations of states and political
subdivisions 416,693 3,578 (235) 420,036
Corporate securities 63,837 684 0 64,521
Mortgage-backed securities 67,149 541 (22) 67,668
Other debt securities 37,892 1,202 (196) 38,898
--------- ---------- ----------- ---------
Total $ 610,571 $ 6,343 $ (453) $ 616,461
========= ========== =========== =========
</TABLE>
<TABLE>
<CAPTION>
As of December 31, 1996
----------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
--------- ---------- ---------- ---------
(Amounts in thousands)
<S> <C> <C> <C> <C>
Debt Securities Available-for-Sale,
including Marketable Securities
U.S. Treasury securities and obligations of
U.S. government corporations and agencies $ 247 $ 3 $ 0 $ 250
Obligations of states and political
subdivisions 244,380 1,193 (17) 245,556
Corporate securities 20 0 0 20
Other debt securities 56,080 1,410 (234) 57,256
--------- --------- ----------- ---------
Total $ 300,727 $ 2,606 $ (251) $ 303,082
========= ========= =========== =========
</TABLE>
<PAGE> 40
The amortized cost, gross unrealized gains and losses, and estimated
market values of investments in debt securities, including bonds and
redeemable preferred stocks, owned by FNWL in 1997 and the Life Insurance
Subsidiaries in 1996 are as follows:
<TABLE>
<CAPTION>
As of December 31, 1997
-----------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
----------- ----------- ------------ ---------
(Amounts in thousands)
<S> <C> <C> <C> <C>
Debt Securities Available-for-Sale
U.S. Treasury securities and obligations of
U.S. government corporations and agencies $ 393,538 $ 24,174 $ (104) $ 417,608
Obligations of states and political
subdivisions 270,502 13,346 (58) 283,790
Debt securities issued by foreign governments 136,127 15,686 (5,113) 146,700
Corporate securities 842,838 48,429 (1,578) 889,689
Mortgage-backed securities 1,655,679 56,243 (5,376) 1,706,546
Other debt securities 109,742 3,628 (2,555) 110,815
----------- ----------- ------------ -----------
Total $ 3,408,426 $ 161,506 $ (14,784) $ 3,555,148
=========== =========== ============ ===========
</TABLE>
<TABLE>
<CAPTION>
As of December 31, 1996
-----------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
----------- ----------- ------------ ----------
(Amounts in thousands)
<S> <C> <C> <C> <C>
Debt Securities Available-for-Sale
U.S. Treasury securities and obligations of
U.S. government corporations and agencies $ 369,543 $ 11,169 $ (2,726) $ 377,986
Obligations of states and political
subdivisions 364,836 13,014 (950) 376,900
Debt securities issued by foreign governments 52,133 17,057 (13) 69,177
Corporate securities 934,695 35,790 (9,018) 961,467
Mortgage-backed securities 1,843,673 44,630 (20,704) 1,867,599
Other debt securities 199,312 6,469 (4,784) 200,997
----------- ----------- ------------ ----------
Total $3,764,192 $ 128,129 $ (38,195) $3,854,126
=========== =========== ============ ==========
</TABLE>
<PAGE> 41
The amortized cost and estimated market value of debt securities,
including marketable securities, owned by the Company (excluding FNWL) as of
December 31, 1997, by contractual maturity, are shown below. Expected
maturities will differ from contractual maturities because borrowers may have
the right to call or prepay obligations with or without call or prepayment
penalties.
<TABLE>
<CAPTION>
Estimated
Amortized Market
Cost Value
----------- ----------
(Amounts in thousands)
<S> <C> <C>
Debt Securities Available-for-Sale,
including Marketable Securities
Due in one year or less $ 128,061 $ 128.216
Due after one year through five years 277,649 280,253
Due after five years through ten years 559 801
Due after ten years 99,261 100,625
----------- ----------
505,530 509,895
Mortgage-backed securities 67,149 67,668
Redeemable preferred stocks
with no stated maturities 37,892 38,898
---------- ----------
$ 610,571 $ 616,461
========== ==========
</TABLE>
The amortized cost and estimated market value of debt securities owned by
FNWL as of December 31, 1997, by contractual maturity, are shown below.
Expected maturities will differ from contractual maturities because borrowers
may have the right to call or prepay obligations with or without call or
prepayment penalties.
<TABLE>
<CAPTION>
Estimated
Amortized Market
Cost Value
----------- ----------
(Amounts in thousands)
<S> <C> <C>
Debt Securities Available-for-Sale
Due in one year or less $ 21,711 $ 22,065
Due after one year through five years 361,353 371,226
Due after five years through ten years 609,212 630,716
Due after ten years 650,729 713,780
----------- ----------
1,643,005 1,737,787
Mortgage-backed securities 1,655,679 1,706,546
Redeemable preferred stocks
with no stated maturities 109,742 110,815
----------- ----------
$3,408,426 $3,555,148
========== ==========
</TABLE>
Proceeds from sales of available-for-sale securities received by the
Company were $735,192,000 and $551,122,000 during 1997 and 1996, respectively.
Gross gains of $100,269,000 and $76,431,000 and gross losses of $21,274,000
and $32,009,000 were realized on sales and writedowns during 1997 and 1996,
respectively.
Proceeds from sales and maturities of available-for-sale securities
received by the Company were $541,376,000 during 1995. Gross gains of
$45,944,000 and gross losses of $13,371,000 were realized on sales and
writedowns during 1995.
<PAGE> 42
The change in the net unrealized gains or losses of the Company
(excluding life insurance amounts) for the years ended December 31 is as
follows:
<TABLE>
<CAPTION>
1997 1996
---------- ----------
(Amounts in thousands)
<S> <C> <C>
Fixed maturities $ 3,535 $ (4,376)
Equity securities 8,823 57,402
</TABLE>
The change in the net unrealized gains or losses of FNWL in 1997 and the
Life Insurance Subsidiaries in 1996 are as follows:
<TABLE>
<CAPTION>
1997 1996
---------- ----------
(Amounts in thousands)
<S> <C> <C>
Fixed maturities $ 56,788 $ (74,439)
Equity securities (18,462) (45,584)
</TABLE>
I. Equity-indexed annuities
During 1997, FNWL began selling an equity-indexed annuity product. At
the end of its seven year term, this product credits interest to the annuity
participant at a rate based on a specified portion of the change in the value
of the Standard & Poor's 500 Composite Stock Price Index ("S&P 500 Index"),
subject to a guaranteed annual minimum return. In order to hedge the interest
liability generated on the annuities as the index rises, FNWL purchases call
options on the S&P 500 Index. FNWL considers such call options to be held as
a hedge. As of December 31, 1997, FNWL had call options with contract values
of $13,180,000 and carrying values of $3,299,000.
Hedge accounting is used to account for the call options as FNWL believes
that the options reduce the risks associated with increases in the account
value of the annuities that result from increases in the S&P 500 Index. The
call options effectively hedge the annuity contracts since they are both
purchased and sold with identical parameters. Periodically, the value of the
assets (S&P 500 call options) are matched to the potential liability (annuity
contracts) to ensure the hedge has remained effective. The annuities were
written based on a seven year investment term, absent early termination by
participants. Therefore, the anticipated hedged transaction (i.e., payment of
interest to the policyholder at the end of the investment term and maturity of
the call option) for each annuity is generally expected to occur in seven
years or less. For the year ended December 31, 1997, the amount of unrealized
hedging losses deferred was $151,000.
The call options are included in other invested assets and are carried at
estimated fair value. Unrealized gains and losses resulting from changes
in the estimated fair value of the call options are recorded as an adjustment
to the interest liability credited to policyholders. In addition, realized
gains and losses from maturity or termination of the call options are offset
against the interest credited to policyholders during the period incurred.
Premiums paid on indexed call options are amortized to net investment income
over the term of the contracts. There were no early terminations by annuity
participants, or maturities or sales of the S&P 500 call options during 1997.
The cash requirement of the call options consists of the initial premium
paid to purchase the index options. Should a liability exist to the annuity
participant at maturity of the annuity policy, the termination or maturity of
the option contracts will generate positive cash flow to FNWL. The
appropriate amount of cash will then be remitted to the annuity participant
based on the respective
<PAGE> 43
participation rate. The index options are generally expected to be held for
a seven year term, but can be terminated at any time.
There are certain risks associated with the index call options, primarily
with respect to significant movements in the United States stock market and
counterparty nonperformance. The Company believes that the counterparties to
its call option agreements are financially responsible and that the
counterparty risk associated with these transactions is minimal.
J. Fair value of financial instruments
The estimated fair values of financial instruments disclosed have been
determined using available market information and appropriate valuation
methodologies. However, considerable judgment is required to interpret market
data to develop the estimates of fair value. Accordingly, the estimates
presented may not be indicative of the amounts the Company could realize
in a current market exchange. The use of different market assumptions and/or
estimation methodologies could have a significant effect on the estimated
fair value amounts.
<TABLE>
<CAPTION>
December 31, 1997
---------------------------
Carrying Estimated
Value Fair Value
----------- -----------
(Amounts in thousands)
<S> <C> <C>
Assets and liabilities excluding FNWL:
Assets:
Cash and cash equivalents $ 506,273 $ 506,273
Short-term marketable securities 128,216 128,216
Fixed maturities available-for-sale 488,245 488,245
Common stocks available-for-sale 388,966 388,966
Mortgage loans 240 256
Certificates in surplus of Exchanges 684,380 684,380
Notes receivable - affiliate 407,000 404,256
Joint ventures, at equity 4,825 6,897
Other assets 20,746 17,219
Liabilities:
Real estate mortgages payable 92 96
Company obligated mandatorily redeemable
preferred securities of subsidiary trusts
holding solely junior subordinated debentures 500,000 518,332
FNWL:
Assets:
Cash and cash equivalents 9,980 9,980
Fixed maturities available-for-sale 3,555,148 3,555,148
Non-redeemable preferred stocks
available-for-sale 1,227 1,227
Common stocks available-for-sale 120 120
Mortgage loans 89,903 105,235
Policy loans 165,894 172,115
Joint ventures, at equity 9,515 10,037
Other investments 3,299 3,299
Liabilities:
Future policy benefits - deferred annuities 1,473,578 1,403,455
</TABLE>
<PAGE> 44
<TABLE>
<CAPTION>
December 31, 1996
---------------------------
Carrying Estimated
Value Fair Value
----------- -----------
(Amounts in thousands)
<S> <C> <C>
Assets and liabilities excluding the Life Insurance
Subsidiaries:
Assets:
Cash and cash equivalents $ 412,018 $ 412,018
Short-term marketable securities 118,253 118,253
Fixed maturities available-for-sale 184,829 184,829
Non-redeemable preferred stocks
available-for-sale 20 20
Common stocks available-for-sale 307,821 307,821
Certificates in surplus of Exchanges 684,380 684,380
Notes receivable - affiliate 407,000 402,400
Joint ventures, at equity 10,366 16,241
Other assets 20,103 16,370
Liabilities:
Real estate mortgages payable 217 227
Company obligated mandatorily redeemable
preferred securities of subsidiary trusts
holding solely junior subordinated debentures 500,000 507,600
Life Insurance Subsidiaries:
Assets:
Cash and cash equivalents 87,310 87,310
Fixed maturities available-for-sale 3,854,126 3,854,126
Non-redeemable preferred stocks
available-for-sale 6,308 6,308
Common stocks available-for-sale 103,887 103,887
Mortgage loans 122,635 138,515
Policy loans 187,285 188,627
Joint ventures, at equity 11,971 14,748
Assets held in separate account 796,616 796,616
Liabilities:
Liabilities related to separate account 796,616 796,616
Future policy benefits - deferred annuities 1,600,983 1,518,075
</TABLE>
<PAGE> 45
The following methods and assumptions were used to estimate the fair
value of financial instruments as of December 31, 1997 and 1996:
Cash and cash equivalents and short-term marketable securities The
carrying amounts of these items are a reasonable estimate of their fair
values.
Fixed maturities, non-redeemable preferred stocks and common stocks The
estimated fair values of bonds, redeemable and non-redeemable preferred stocks
and common stocks are based upon quoted market prices, dealer quotes, and
prices obtained from independent pricing services.
Mortgage loans The estimated fair value of the mortgage loans portfolio
is determined by discounting the estimated future cash flows, using a year-end
market rate which is applicable to the yield, credit quality and average
maturity of the composite portfolio.
Certificates in surplus of Exchanges The carrying amounts of these
certificates are a reasonable estimate of their fair values.
Notes receivable-affiliate The fair values are estimated by discounting
the future cash flows using the current rates at which similar loans would be
made by the Company to borrowers for the same remaining maturities.
Joint ventures, at equity The estimated fair values are based upon
quoted market prices, current appraisals, and independent pricing services.
Other assets Other assets consist primarily of advances to agents, the
fair value of which is determined by discounting the estimated future cash
flows using credit quality, the average maturity of related advances, and the
current rates at which similar loans would be made to borrowers by the
Company.
Policy loans The estimated fair values of policy loans are determined by
discounting the future cash flows using the current rates at which similar
loans would be made.
Other Investments Other investments consist of S&P 500 index call
options purchased as hedges against the interest liabilities generated on the
equity-indexed annuity products. These call options are carried at an
estimated fair value based on stock price, strike price, time to expiration,
interest rates, dividends and volatility per the methodology of the
Black-Scholes Option Pricing Formula.
Assets held in separate account and liabilities related to separate
account The carrying values are a reasonable estimate of their fair values
since assets and liabilities of separate accounts are carried at market value.
Real estate mortgages payable The estimated fair values are determined
by discounting the estimated future cash flows at a rate which approximates
the Company's incremental borrowing rate.
Company obligated mandatorily redeemable preferred securities of
subsidiary trusts holding solely junior subordinated debentures The estimated
fair values are based on quoted market prices.
<PAGE> 46
Future policy benefits-deferred annuities The estimated fair values of
flexible premium and single premium deferred annuities are based on their cash
surrender values.
K. Value of Life Business Acquired
The changes in the Value of Life Business Acquired were as follows:
<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ----------
(Amounts in thousands)
<S> <C> <C> <C>
Balance, beginning of year $ 443,318 $ 473,398 $ 525,699
Amortization related to operations (60,134) (69,894) (76,235)
Interest accrued 36,207 41,714 44,634
Amortization related to net
unrealized losses (1,700) (1,900) (20,700)
Sale of OSL and IGL (58,545) 0 0
---------- ---------- ----------
Balance, end of year $ 359,146 $ 443,318 $ 473,398
========== ========== ==========
</TABLE>
Based on current conditions and assumptions as to future events, FNWL
expects to amortize the December 31, 1997 balance as follows: approximately
3.2% in 1998 and 1999, 3.4% in 2000, 3.6% in 2001, and 3.9% in 2002. The
discount rate used to determine the amortization rate of the Value of Life
Business Acquired ranged from 12.5% to 7.5%.
L. Mortgage loans
The Company follows the principles of SFAS No. 118 (amending SFAS No.
114), "Accounting by Creditors for Impairment of a Loan". This Statement
requires that an impaired loan be measured based on the present value of
expected future cash flows discounted at the loan's effective interest rate
or, as a practical expedient, at the loan's observable market price or the
fair value of the collateral, if the loan is collateral dependent.
The total recorded investment in impaired mortgage loans and the amount
of recorded investment for which an allowance for credit losses exists as of
December 31 follows:
<TABLE>
<CAPTION>
1997 1996
---------- ----------
(Amounts in thousands)
<S> <C> <C>
Total recorded investment in impaired mortgage
loans and for which an allowance for
credit losses exists $ 5,819 $ 5,034
Total allowance for credit losses
related to impaired mortgage loans 1,409 1,394
</TABLE>
The Company records interest income received on impaired mortgage loans
on a cash basis. The average recorded investment and income recognized on
impaired mortgage loans follows:
<TABLE>
<CAPTION>
1997 1996
---------- ---------
(Amounts in thousands)
<S> <C> <C>
Average recorded investment in impaired
loans during the period $ 5,860 $ 5,061
Interest income recognized on the
impaired mortgage loans during the period 230 233
</TABLE>
<PAGE> 47
The activity in the total allowance for credit losses related to
impaired mortgage loans follows:
<TABLE>
<CAPTION>
1997 1996
---------- ----------
(Amounts in thousands)
<S> <C> <C>
Beginning balance $ 1,394 $ 1,955
Additions charged to operations 15 51
Direct writedowns charged against the allowance 0 (612)
--------- ---------
Ending balance $ 1,409 $ 1,394
========= =========
</TABLE>
M. Security lending arrangement
The Company has a security lending agreement with a financial
institution. The agreement in effect as of December 31, 1997 authorizes the
institution to lend securities held in the Company's portfolio to a list of
authorized borrowers. Concurrent with delivery of the securities, the
borrower provides the Company with cash collateral equal to at least 102% of
the market value of domestic securities and 105% of the market value of other
securities subject to the "loan."
The securities are marked-to-market on a daily basis and the collateral
is adjusted on the next business day. The collateral is invested in highly
liquid, fixed income assets with a duration of less than one year. Income
earned from the security lending arrangement was allocated 60% to the Company
and 40% to the lending agent. Income earned by the Company was approximately
$856,000 in 1997. As of December 31, 1997, the collateral under the agreement
was $594,488,000.
In 1996 and 1995, the Life Insurance Subsidiaries had a security lending
agreement with a financial institution which had the same terms as the
agreement in effect as of December 31, 1997. Income earned by the Life
Insurance Subsidiaries was $422,000 and $233,000 in 1996 and 1995,
respectively. The collateral under these agreements as of December 31, 1996
was $221,216,000.
N. Employees' retirement plans
The Company has two noncontributory defined benefit pension plans (the
Regular Plan and the Restoration Plan). The Regular Plan covers substantially
all employees of the Company and the Exchanges who have reached age 21 and
have rendered one year of service. Benefits are based on years of service and
the employee's compensation during the last five years of employment. The
Restoration Plan provides supplemental retirement benefits for certain key
employees of the Company.
The Company's policy is to fund the amount determined under the aggregate
cost method, provided it does not exceed funding limitations. There has been
no change in funding policy from prior years.
Assets of the Regular Plan are held by an independent trustee. Assets
held are primarily in fixed maturity and equity investments. The principal
liability is for annuity benefit payments of current and future retirees.
Assets of the Restoration Plan are considered corporate assets and are held
in a grantor trust. In 1996, assets and liabilities of the Regular Plan were
recorded by FNWL in Separate Accounts and were not commingled with the general
assets and liabilities of that company (see Note V).
Information regarding the Regular Plan's funded status is not developed
separately for the Company and the Exchanges. Information regarding the
Restoration Plan pertains only to the
<PAGE> 48
Company. The funded status of the Plans for the Company and the Exchanges as
of December 1, 1997 and 1996 (the latest date for which information is
available) was as follows:
<TABLE>
<CAPTION>
1997 1996
---------- ----------
(Amounts in thousands)
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested benefit obligation $ (562,686) $ (520,715)
Accumulated benefit obligation (588,020) (545,459)
Projected benefit obligation (747,069) (695,346)
Assets at fair market value 817,552 744,340
Plan assets in excess of projected benefit obligation 70,483 48,994
Unrecognized net transition (asset) (30,862) (35,538)
Unrecognized prior service cost 34,555 30,132
Unrecognized net (gain)/loss (136,691) (98,544)
Additional liability (3,685) 0
Accrued pension cost (66,200) (54,956)
</TABLE>
Upon purchase of the Company in 1988, the Company allocated part of the
purchase price to its portion of the Regular Plan assets in excess of the
projected benefit obligation at the date of acquisition. The asset is being
amortized for the difference between the Company's net pension cost and
amounts contributed to the Plan. The unamortized balance as of December 31,
1997 and 1996 was $24,304,000 and $29,252,000, respectively.
Components of net periodic pension expense for the Company follow:
<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ----------
(Amounts in thousands)
<S> <C> <C> <C>
Service costs $ 14,238 $ 15,275 $ 12,829
Interest costs 28,362 27,409 25,533
Return on plan assets (35,116) (35,671) (31,842)
Net amortization and deferral 2,279 1,999 (235)
---------- ---------- ----------
Net periodic pension expense $ 9,763 $ 9,012 $ 6,285
========== ========== ==========
</TABLE>
The Company uses the projected unit credit cost actuarial method for
attribution of expense for financial reporting purposes. The interest cost and
the actuarial present value of benefit obligations were computed using an
interest rate of 7.25% in 1997, 1996 and 1995, while the expected return on
plan assets was computed using an interest rate of 9.00% in 1997 and 1996 and
9.25% in 1995. The rate of increase in future compensation levels used in
determining the actuarial present value of the projected benefit obligation
was 5.00% in 1997 and 1996 and 4.50% in 1995.
The Company's postretirement benefits plan is a contributory defined
benefit plan for employees who were retired or who were eligible for early
retirement as of January 1, 1995, and is a contributory defined dollar plan
for all other employees retiring after January 1, 1995. Health benefits are
provided for all employees who participated in the Company's and the
Exchanges' group medical benefits plan for 15 years prior to retirement at
age 55 or later. A life insurance benefit of $5,000 is provided at no cost
to retirees who maintained group insurance coverage for 15 years prior to
retirement at age 55 or later.
There are no assets separated and allocated to this plan.
<PAGE> 49
The funded status of the entire plan, which includes the Company and the
Exchanges, as of December 1, 1997 and 1996 (the latest date for which
information is available) was as follows:
<TABLE>
<CAPTION>
1997 1996
---------- ----------
(Amounts in thousands)
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested benefit obligation $ 0 $ 0
Accumulated benefit obligation:
Retirees 43,216 44,051
Eligible active plan participants 9,935 11,564
Other active plan participants 17,606 19,527
Assets at fair market value 0 0
Unrecognized net gains 15,977 7,796
Unrecognized net transition obligation (19,665) (20,976)
---------- ----------
Accrued postretirement benefit cost $ 67,069 $ 61,962
========== ==========
</TABLE>
The Company's share of the accrued postretirement benefit cost was
approximately $49,404,000 in 1997 and $47,948,000 in 1996. The unrecognized
net transition obligation of $19,665,000 in 1997 and $20,976,000 in 1996
represents the remaining transition obligation of the Exchanges.
Components of postretirement benefits expense for the Company follow:
<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ----------
(Amounts in thousands)
<S> <C> <C> <C>
Service costs $ 753 $ 1,016 $ 956
Interest costs 2,918 3,018 3,308
Return on plan assets 0 0 0
Net amortization and deferral (13) 0 0
---------- ---------- ----------
Net periodic expense $ 3,658 $ 4,034 $ 4,264
========== ========== ==========
</TABLE>
The interest rate used in the above benefit computations was 7.25% in
1997, 1996 and 1995. Beginning in 1995, the initial medical inflation rate
was 8.00%, to be graded over a 4-year period to 6.00% and level thereafter,
and contribution levels from retirees were the same as applicable medical cost
increases where defined benefits exist. The rate of increase in future
compensation levels used in determining the actuarial present value of the
accumulated benefit obligation was 5.00% in 1997 and 1996 and 4.50% in 1995.
A 1.00% increase in the medical inflation rate assumption would have resulted
in an approximate increase of $1,179,000 in 1997 and $1,231,000 in 1996 in the
accumulated benefit obligation for the Company.
O. Commitments and contingencies
Rental expense incurred by the Company was $20,322,000, $20,121,000,
and $21,944,000 in 1997, 1996 and 1995, respectively.
<PAGE> 50
The Company has long-term operating lease commitments on equipment and
buildings, with options to renew at the end of the lease periods. As of
December 31, 1997, the remaining commitments payable over the next five years
under these leases are:
<TABLE>
<CAPTION>
Equipment Buildings
----------- -----------
(Amounts in thousands)
<S> <C> <C>
1998 $ 12,405 $ 1,357
1999 11,851 889
2000 1,776 692
2001 1,071 635
2002 811 499
----------- -----------
$ 27,914 $ 4,072
=========== ===========
</TABLE>
The Company is a party to numerous lawsuits arising from its normal
business activities. These actions are in various stages of discovery and
development, and some seek punitive as well as compensatory damages. In the
opinion of management, the Company has not engaged in any conduct which should
warrant the award of any material punitive or compensatory damages. The
Company intends to vigorously defend its position in each case, and management
believes that, while it is not possible to predict the outcome of such
matters with absolute certainty, ultimate disposition of these proceedings
should not have a material adverse effect on the Company's consolidated
results of operations or financial position.
The Company has entered into employment agreements with certain
executives of the Company. Each agreement obligates the Company to
compensate the executive should the executive's employment be terminated due
to a qualifying event, as defined within the agreement. In the opinion of
management, any payments made as a result of these agreements would not have a
material adverse effect on the Company's consolidated results of operations
or financial position.
P. Income taxes
The Company follows the provisions of SFAS No. 109, "Accounting for
Income Taxes". Deferred tax assets and deferred tax liabilities are recorded
to reflect the tax consequences in future years of differences between the tax
bases of assets and liabilities and the corresponding bases used for financial
statements. On April 15, 1997, OSL and IGL were sold pursuant to Internal
Revenue Code Section 338(h)(10). Federal and state taxes incurred as a result
of this transaction amounted to an estimated $26,826,000.
The components of the provision for income taxes are:
<PAGE> 51
<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ----------
(Amounts in thousands)
<S> <C> <C> <C>
Management services to P&C
Group; and other:
Current
Federal $ 317,399 $ 240,918 $ 206,373
State 42,601 63,963 27,842
Deferred
Federal (25,286) (27,959) (10,848)
State (2,527) (1,770) 922
----------- ---------- ----------
Total 332,187 275,152 224,289
----------- ---------- ----------
Life Insurance Subsidiaries:
Current
Federal 80,116 101,712 77,233
State 1,704 869 1,036
Deferred
Federal (5,399) (22,531) (9,795)
State 0 0 0
----------- ---------- ----------
Total 76,421 80,050 68,474
----------- ---------- ----------
Consolidated total $ 408,608 $ 355,202 $ 292,763
=========== ========== ==========
</TABLE>
The table below reconciles the provision for income taxes computed at
the U.S. statutory income tax rate of 35% to the Company's provision for
income taxes:
<TABLE>
<CAPTION>
1997 1996 1995
---------- ----------- ------------
(Amounts in thousands)
<S> <C> <C> <C>
Management services to P&C
Group; and other:
Expected tax expense $ 273,839 $ 218,268 $ 194,278
State income taxes, net of
federal income tax benefits 21,152 40,100 18,950
Tax exempt investment income (8,490) (8,571) (9,438)
Tax-effect of gain on sale of
OSL and IGL in excess of U.S.
statutory rate 20,169 0 0
Goodwill 21,015 21,015 21,015
Other, net 4,502 4,340 (516)
----------- ---------- ----------
Reported income tax expense 332,187 275,152 224,289
----------- ---------- ----------
Life Insurance Subsidiaries:
Expected tax expense 76,899 83,832 72,945
Tax exempt investment income (2,337) (3,843) (4,424)
State taxes 1,704 869 1,036
Other, net 155 (808) (1,083)
----------- ---------- ---------
Reported income tax expense 76,421 80,050 68,474
------------ ----------- ----------
Consolidated income tax expense $ 408,608 $ 355,202 $ 292,763
=========== =========== ==========
</TABLE>
<PAGE> 52
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities as of
December 31, 1997 and 1996 are presented in the following tables:
<TABLE>
<CAPTION>
As of December 31, 1997
----------------------------------------------
Current Non-current Total
----------- ------------- ------------
(Amounts in thousands)
<S> <C> <C> <C>
Management services to P&C
Group; and other:
Depreciation $ 0 $ (72,028) $ (72,028)
Achievement awards 1,269 0 1,269
Employee benefits 5,368 4,481 9,849
Capitalized expenditures 0 (77,718) (77,718)
California franchise tax 20,973 0 20,973
Postretirement benefits 0 28,678 28,678
Postemployment benefits 0 165 165
Valuation of investments
in securities (254) (21,284) (21,538)
Attorney-in-fact contracts 0 (499,340) (499,340)
Other 1,569 (6,864) (5,295)
----------- ---------- ----------
Total deferred tax
asset (liability) 28,925 (643,910) (614,985)
----------- ---------- ----------
FNWL:
Deferred policy acquisition
costs and value of life
business acquired (243,270) (243,270)
Future policy benefits 145,733 145,733
Investments 5,323 5,323
Valuation of investments
in securities (43,320) (43,320)
Depreciable assets (6,425) (6,425)
Other (11,047) (11,047)
----------- ---------- ----------
Total deferred tax liability (153,006) (153,006)
----------- ---------- ----------
Consolidated total deferred tax
asset (liability) $ 28,925 $ (796,916) $ (767,991)
=========== ========== ==========
</TABLE>
<PAGE> 53
<TABLE>
<CAPTION>
As of December 31, 1996
----------------------------------------------
Current Non-current Total
--------- ----------- -----------
(Amounts in thousands)
<S> <C> <C> <C>
Management services to P&C
Group; and other:
Depreciation $ 0 $ (73,396) $ (73,396)
Achievement awards 1,514 0 1,514
Employee benefits 6,861 (9,702) (2,841)
Capitalized expenditures 0 (86,076) (86,076)
California franchise tax 22,531 0 22,531
Postretirement benefits 0 26,544 26,544
Postemployment benefits 0 155 155
Valuation of investments
in securities 742 0 742
Proposition 103 provision 147 0 147
Attorney-in-fact contracts 0 (515,448) (515,448)
Other 3,208 (17,977) (14,769)
---------- ---------- ----------
Total deferred tax
asset (liability) 35,003 (675,900) (640,897)
---------- ---------- ----------
Life Insurance Subsidiaries:
Deferred policy acquisition
costs and value of life
business acquired (326,958) (326,958)
Future policy benefits 180,718 180,718
Investments (2,336) (2,336)
Valuation of investments
in securities (37,159) (37,159)
Depreciable assets (10,519) (10,519)
Other 1,066 1,066
----------- ----------- ----------
Total deferred tax liability (195,188) (195,188)
----------- ----------- -----------
Consolidated total deferred tax
asset (liability) $ 35,003 $ (871,088) $ (836,085)
=========== =========== ===========
</TABLE>
Q. Supplemental cash flow information
For financial statement purposes, the Company considers all investments
with original maturities of 90 days or less as cash equivalents. Following is
a reconciliation of the individual balance sheet cash and cash equivalent
totals to the consolidated cash flow total.
<TABLE>
<CAPTION>
Management
Services to Life
P&C Group; Insurance
and Other Subsidiaries Consolidated
------------ ------------ ------------
(Amounts in thousands)
<S> <C> <C> <C>
Cash and cash equivalents --December 31, 1994 $ 415,064 $ 124,297 $ 539,361
1995 Activity 373,645
----------
Cash and cash equivalents --December 31, 1995 763,212 149,794 913,006
1996 Activity (413,678)
----------
Cash and cash equivalents --December 31, 1996 412,018 87,310 499,328
1997 Activity 16,925
----------
Cash and cash equivalents --December 31, 1997 506,273 9,980 $ 516,253
==========
</TABLE>
Cash payments for interest were $3,725,000, $18,674,000, and $18,995,000
in 1997, 1996, and 1995, respectively, while cash payments for dividends to
the holders of the Company's QUIPS were $42,070,000 in 1997 and 1996 and
$10,414,000 in 1995. Cash payments for income taxes were $430,588,000,
$379,455,000, and $315,603,000 in 1997, 1996 and 1995, respectively.
<PAGE> 54
In 1997, net cash proceeds from the sale of OSL and IGL amounted to an
estimated $336,714,000 and were in consideration primarily for the following:
Investments 823,666,000
Deferred policy acquisition costs and Value of Life
Business Acquired 181,196,000
Life insurance policy liabilities (690,426,000)
Also in 1997, the change in the Separate Accounts assets and liabilities
netted to $0 and was reflected in the Statements of Cash Flows (see Note V).
In July 1996, the Company used $200,000,000 of proceeds it received
from the Exchanges in connection with the repayment of the 1986 surplus
contribution (see Note D) to extinguish the $200,000,000 of 8.25% Notes
Payable the Company issued in July 1986.
As a result of the adoption of SFAS No. 115, the Life Insurance
Subsidiaries have decreased the DAC asset and increased the Value of Life
Business Acquired asset to account for the impact on estimated future gross
profits of the net unrealized gains or losses on securities.
R. Management fees
As attorney-in-fact, the Company, or its subsidiaries, as applicable,
manages the affairs of the P&C Group and receives management fees for the
services rendered to the Exchanges. As a result, the Company received
management fees from the Exchanges of $1,241,153,000, $1,167,704,000 and
$1,109,425,000 in 1997, 1996, and 1995, respectively.
S. Related parties
Certain directors of the Company are partners in legal firms that
received fees for legal services from the Company and the Exchanges. These
fees totaled $5,208,000, $1,853,000 and $2,231,000 in 1997, 1996 and 1995,
respectively.
As of December 31, 1997, the Company had $407,000,000 in notes receivable
related to loans made to B.A.T Capital Corporation, a subsidiary of B.A.T.
These notes are fixed rate medium term notes with maturity dates as follows:
$137,000,000 in October 1998, $135,000,000 in October 1999 and $135,000,000 in
October 2000. Interest on these notes is paid semi-annually at coupon rates
of 5.35%, 6.68% and 6.33%, respectively. On October 7, 1997, a four year
$135,000,000 note with an interest rate of 5.10% matured and the $135,000,000
note maturing in October 2000 was subsequently issued at an interest rate
of 6.33%. Income earned on the notes outstanding during 1997, 1996 and 1995
was $23,620,000, $21,245,000, and $20,697,000, respectively.
On October 7, 1996, a three year $135,000,000 note with an interest rate
of 4.76% matured and the $135,000,000 note, maturing in October 1999, was
subsequently issued at an interest rate of 6.68%.
T. Revolving credit agreement
As of December 31, 1997 and 1996, the Company had a revolving credit
agreement with certain financial institutions and had an aggregate borrowing
facility of $500,000,000. The
<PAGE> 55
proceeds of the facility were available to the Company for general corporate
purposes, including loans to the Exchanges. As of December 31, 1997 and 1996,
facility fees were payable on the aggregate borrowing facility in the amount
of 7 and 9 basis points per annum, respectively, and were reimbursable to the
Company by the Exchanges. In the case of a draw on the facility, the Company
has the option to borrow at annual rates equal to the prime rate, the banks'
certificate of deposit rate plus 1%, the federal funds effective rate plus
1/2 of 1% or the London Interbank Offered Rate ("LIBOR") plus certain
percentages. As of December 31, 1997 and 1996, the Company did not have any
outstanding borrowings under the revolving credit agreement. Facility fees
were $399,000, $592,000 and $526,000 for the years ended December 31, 1997,
1996 and 1995, respectively, and were reimbursed by the Exchanges. The
revolving credit agreement in effect as of December 31, 1997 expires on July
1, 2002.
U. Real estate mortgages payable
As of December 31, 1997, the Company, excluding FNWL, was liable for two
mortgages, one with an interest rate of 6.98% maturing in June 1998 and one
with an interest rate of 7.24% maturing in June 2004. The amount of principal
due within one year is approximately $67,000. As of December 31, 1997, there
were no real estate mortgage notes payable by FNWL.
V. Separate Accounts
The assets and liabilities held in Separate Accounts as of December 31,
1996 related to the pension plan for the employees of the Company and the
Exchanges. The assets were held primarily in fixed maturity and equity
investments, while the principal liability was for annuity benefit payments
under the pension plan. A review of the trust agreement with Chase Manhattan
Bank, the trustee for the pension plan, led to the conclusion that Separate
Account treatment was no longer required. Therefore, FNWL excluded the
pension plan assets and liabilities from Separate Accounts as of November
30, 1997.
W. Participating policies
Participating business, primarily group insurance, comprised
approximately 8.8% of FNWL's total insurance-in-force as of December 31, 1997
and 7.5% of the Life Insurance Subsidiaries' total insurance-in-force as of
December 31, 1996. In addition, participating business represented 2.2% of
FNWL's premium income for the year ended December 31, 1997, and 2.2% of the
Life Insurance Subsidiaries' premium income for the years ended December 31,
1996 and 1995.
X. Life reinsurance
In 1996 and 1995, the Life Insurance Subsidiaries had reciprocal
reinsurance treaties in place among themselves so that the maximum exposure
to the Life Insurance Subsidiaries, in the aggregate, for any one life was the
sum of their individual retention levels, or $1,400,000. Due to the sale of
OSL and IGL on April 15, 1997, the reciprocal reinsurance treaties which
existed with FNWL ceased.
Premiums ceded to non-affiliates totaled $3,868,000 and $3,577,000 for
the years ended December 31, 1996 and 1995, respectively. Reinsurance
receivables, which totaled $10,621,000 as of December 31, 1996, were included
in Other Assets of Life Insurance Subsidiaries.
<PAGE> 56
In the fourth quarter of 1997, FNWL revised the retention limit for
automatic reinsurance ceded. The primary change was to set the maximum
retention on new issues at $2,000,000 per life for the Farmers Flexible
Universal Life policy, $1,500,000 per life for all Traditional policies except
Farmers Yearly Renewable Term, and $800,000 per life for Farmers Yearly
Renewable Term. The excess is reinsured with a third party reinsurer.
Premiums ceded under these agreements totaled $4,236,000 in 1997.
Reinsurance receivables, which totaled $8,627,000 as of December 31, 1997
were included in Other Assets of Life Insurance Subsidiaries.
Y. Current liabilities accrued, other
Current liabilities accrued, other consisted of the following:
<TABLE>
<CAPTION>
As of December 31,
------------------------------
1997 1996
------------ ------------
(Amounts in thousands)
<S> <C> <C>
Accrued employee bonuses $ 9,390 $ 8,171
Accrued interest 3 766
Other 2,883 9,537
----------- ------------
$ 12,276 $ 18,474
=========== ============
</TABLE>
Z. Operations in different industries
The Company operates primarily in two industries - management of property
and casualty insurance companies (principally reciprocal insurance exchanges)
and the life insurance industry. Total revenue by industry includes both
revenues as reported in the Company's consolidated income statement, and
intersegment revenues which are eliminated in consolidation.
Operating profit is comprised of total revenues less operating expenses.
Accordingly, investment income and realized gains on securities and real
estate investment income earned as a result of the management services to the
P&C Group have not been added, and general corporate expenses and income taxes
have not been deducted. The Management Services to the P&C Group segment
incurred depreciation expense of $51,579,000, $40,096,000, and $28,023,000 in
1997, 1996 and 1995, respectively, while depreciation for the Life Insurance
Subsidiaries was $2,838,000 in 1997, $3,108,000 in 1996 and $3,699,000
in 1995. Capital expenditures for the Management Services to the P&C Group
totaled $41,732,000, $51,605,000 and $55,811,000 in 1997, 1996 and 1995,
respectively, while capital expenditures for the Life Insurance Subsidiaries
were $1,696,000 in 1997, $132,000 in 1996 and $301,000 in 1995. The Other
industry category includes certain subsidiary companies engaged in real estate
investment and leasing activities. These companies incurred depreciation
expenses of $18,634,000, $20,202,000 and $17,270,000 in 1997, 1996 and 1995,
respectively. Capital expenditures within the Other industry category were
$22,802,000 in 1997, $24,074,000 in 1996 and $17,493,000 in 1995.
Identifiable assets by industry are those assets used in the Company's
operations within each industry. Corporate assets are principally marketable
securities owned by the Company and its non-life subsidiaries and amounts
invested by the Company in joint ventures.
<PAGE> 57
Information regarding the Company's operations in different industries
follows:
<TABLE>
<CAPTION>
Management Life Farmers Eliminations
Services to Insurance Reinsurance and
P&C Group Subsidiaries Company Other Adjustments Consolidated
----------- ------------ ------------ ------------ ------------ ------------
(Amounts in thousands)
<S> <C> <C> <C> <C> <C> <C>
Year ended December 31, 1997
Revenues $ 1,241,153 $ 684,046 $ 0 $ 83,742 $ 0 $ 2,008,941
Intersegment revenues 20,886 0 0 23,578 (44,464) 0
----------- ------------ ------------- ------------ ------------- ------------
Total revenues 1,262,039 684,046 0 107,320 (44,464) 2,008,941
=========== ============ ============= ============ ============= ============
Operating profit/(loss) 568,868 219,710 (38) 54,134 0 842,674
=========== ============ ============= ============ =============
General corporate expenses (35,098)
Net investment income 102,108
Net realized gains 73,403
Gain on sale of subsidiaries 19,019
------------
Income before provision
for income taxes 1,002,106
============
Identifiable assets $ 5,080,349 $ 5,331,836 $ 50,115 127,235 $ (2,069) 10,587,466
=========== ============ ============= =========== =============
Corporate assets 1,529,967
------------
Total assets $ 12,117,433
============
Year ended December 31, 1996
Revenues $ 1,167,704 $ 767,777 $ 0 $ 77,671 $ 0 $ 2,013,152
Intersegment revenues 20,526 0 0 18,878 (39,404) 0
----------- ------------ ------------- ------------ ------------ ------------
Total revenues 1,188,230 767,777 0 96,549 (39,404) 2,013,152
=========== ============ ============= ============ ============ ============
Operating profit 531,503 239,519 0 50,307 0 821,329
=========== ============ ============= ============ ============
General corporate expenses (33,975)
Net investment income 70,710
Net realized gains 5,079
------------
Income before provision
for income taxes 863,143
============
Identifiable assets $ 5,217,924 $ 6,484,917 $ 0 $ 149,182 $ (3,012) 11,849,011
=========== ============ ============= =========== ============
Corporate assets 1,079,816
------------
Total assets $ 12,928,827
============
Year ended December 31, 1995
Revenues $ 1,109,425 $ 709,306 $ 0 $ 73,673 $ 0 $ 1,892,404
Intersegment revenues 21,085 0 0 18,860 (39,945) 0
----------- ------------ ------------- ------------ ------------ ------------
Total revenues 1,130,510 709,306 0 92,533 (39,945) 1,892,404
=========== ============ ============= ============ ============ ============
Operating profit 471,098 208,413 0 48,320 0 727,831
=========== ============ ============= ============ ============
General corporate expenses (33,442)
Net investment income 67,607
Net realized gains 1,497
------------
Income before provision
for income taxes 763,493
============
Identifiable assets $ 4,814,316 $ 6,452,211 $ 0 $ 138,171 $ (5,266) 11,399,432
=========== ============ ============= =========== =============
Corporate assets 1,231,212
------------
Total assets $ 12,630,644
============
</TABLE>
<PAGE> 58
FARMERS GROUP, INC.
AND SUBSIDIARIES
QUARTERLY FINANCIAL DATA
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Year ended
-------------------------------------------------------- ------------
Mar. 31 June 30 Sept. 30 Dec. 31 Dec. 31
---------- ----------- ----------- ----------- ------------
(Amounts in thousands)
<S> <C> <C> <C> <C> <C>
1997
- ------
Revenues:
Management services $ 320,852 $ 328,686 $ 331,569 $ 343,788 $ 1,324,895
Life insurance subsidiaries 194,094 166,678 162,453 160,821 684,046
----------- ----------- ----------- ----------- ------------
Consolidated 514,946 495,364 494,022 504,609 2,008,941
----------- ----------- ----------- ----------- ------------
Income before provision for
income taxes:
Management services 194,635 197,906 190,058 199,797 782,396
Life insurance subsidiaries 55,283 54,569 56,717 53,141 219,710
----------- ----------- ----------- ----------- ------------
Consolidated 249,918 252,475 246,775 252,938 1,002,106
----------- ----------- ----------- ----------- ------------
Provision for income taxes:
Management services 96,692 79,282 76,861 79,352 332,187
Life insurance subsidiaries 18,189 18,080 18,808 21,344 76,421
----------- ----------- ----------- ----------- ------------
Consolidated 114,881 97,362 95,669 100,696 408,608
----------- ----------- ----------- ----------- ------------
Consolidated net income $ 135,037 $ 155,113 $ 151,106 $ 152,242 $ 593,498
=========== =========== =========== =========== ============
1996
- ------
Revenues:
Management services $ 306,585 $ 311,677 $ 317,708 $ 309,405 $ 1,245,375
Life insurance subsidiaries 197,500 183,023 199,296 187,958 767,777
----------- ----------- ----------- ----------- ------------
Consolidated 504,085 494,700 517,004 497,363 2,013,152
----------- ----------- ----------- ----------- ------------
Income before provision for
income taxes:
Management services 146,459 157,956 158,214 160,995 623,624
Life insurance subsidiaries 68,118 53,073 67,127 51,201 239,519
----------- ----------- ----------- ----------- ------------
Consolidated 214,577 211,029 225,341 212,196 863,143
----------- ----------- ----------- ----------- ------------
Provision for income taxes:
Management services 59,450 63,680 64,278 87,744 275,152
Life insurance subsidiaries 22,868 17,619 22,476 17,087 80,050
----------- ----------- ----------- ----------- ------------
Consolidated 82,318 81,299 86,754 104,831 355,202
----------- ----------- ----------- ----------- ------------
Consolidated net income $ 132,259 $ 129,730 $ 138,587 $ 107,365 $ 507,941
=========== =========== =========== =========== ============
</TABLE>
<PAGE> 59
ITEM 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosures
None.
PART III
ITEM 10. Directors and Executive Officers of Farmers Group, Inc.
MANAGEMENT
Executive Officers and Directors
The following table sets forth certain information concerning each
person who is an executive officer or director of FGI as of the filing
date:
<TABLE>
<CAPTION>
Name Age Position
------ ----- -----------
<S> <C> <C>
Martin D. Feinstein (1) 49 Chairman of the Board, President and Chief Executive Officer
James A. MacKinnon 62 Executive Vice President - Insurance Operations and Director
Keitha T. Schofield 46 Executive Vice President - Support Services, Chief
Information Officer and Director
Anthony L.R. Clark 53 Senior Vice President and Chief Financial Officer
Gerald E. Faulwell 56 Senior Vice President - Strategic Planning, Budgeting
and Administration
Leonard H. Gelfand 53 Senior Vice President - Commercial
Paul N. Hopkins 41 Senior Vice President - Agencies
Jason L. Katz (1) 50 Senior Vice President, General Counsel and Director
John H. Lynch 46 Senior Vice President - Personal Lines
Paul G. Secord 51 Senior Vice President - Asset Management
David P. Allvey (2) (3) 53 Director
Edwin A. Heafey, Jr. (3) 67 Director
Benjamin C. Neff (2) 63 Director
Jack C. Parnell (1) (2) (3) 62 Director
Cornelius J. Pings (2) (3) 69 Director
Van Gordon Sauter (3) 62 Director
M. Faye Wilson (2) 60 Director
Clayton Yeutter (2) (3) 67 Director
- - -----------------
(1) Member of the Executive Committee
(2) Member of the Audit Committee
(3) Member of the Compensation Committee
</TABLE>
The present position and principal occupation during each of the last
five years of the executive officers and directors named above are set forth
below.
Martin D. Feinstein has served as Chairman of the Board since November
1997, Chief Executive Officer of FGI since January 1997, President of FGI
since January 1995 and as a director of FGI since February 1995. Mr.
Feinstein has also served as a director of B.A.T since January 1997.
Previously, Mr. Feinstein held various positions with FGI, including serving
as Vice President-Sales and Marketing from November 1989 to January 1993, as
Senior Vice President-Special Projects from January 1993 to October 1993, as
Senior Vice President-Property and Casualty Staff from October 1993 to January
1995 and as Chief Operating Officer of FGI from January 1995 to January 1997.
<PAGE> 60
James A. MacKinnon has served as Executive Vice President-Insurance
Operations since January 1997 and as a director of FGI since May 1997. Mr.
MacKinnon served as Senior Vice President-Field Operations-Mid-West Zone of
FGI from 1989 to 1995 and Senior Vice President-Personal Lines Operations of
FGI from August 1995 to January 1997.
Keitha T. Schofield has served as Executive Vice President-Support
Services and Chief Information Officer since January 1997 and as a director of
FGI since May 1997. Ms. Schofield served as Senior Vice President and Chief
Information Officer of FGI from May 1995 to January 1997. Previously, Ms.
Schofield served as Vice President-Technology Division of Continental
Airlines, Inc. from 1988 to May 1995.
Anthony L.R. Clark has served as Vice President and Chief Financial
Officer of FGI since March 1995 and effective January 1996 was appointed
Senior Vice President. Previously, Mr. Clark served as Finance Director of
Eagle Star Insurance Co. Ltd., a subsidiary of B.A.T, from January 1991 to
March 1995. Prior to this he held a number of financial positions with B.A.T
including Group Chief Accountant.
Gerald E. Faulwell has served as Vice President-Strategic Planning,
Budgeting and Administration of FGI since January 1993 and effective January
1996 was appointed Senior Vice President. Previously, Mr. Faulwell served as
Vice President-Corporate Investments and Treasurer of FGI from January 1988 to
January 1993.
Leonard H. Gelfand has served as Vice President-Commercial of FGI and
President-Truck Underwriters Association since April 1991 and effective
January 1995, was appointed Senior Vice President. Previously, Mr. Gelfand
served as Vice President, Regional Manager of the Santa Ana Region from 1984
to 1987 and Regional Manager of the Pleasanton Region from 1987 to 1991.
Paul N. Hopkins has served as Vice President-Agencies since December 1994
and effective October 1997, was appointed Senior Vice President. Previously,
Mr. Hopkins served as Assistant Vice President-Regional Operations from 1992
to 1994.
Jason L. Katz has served as Senior Vice President and General Counsel of
FGI since February 1992 and as a director of FGI since May 1986. Mr. Katz
served as Vice President and General Counsel from August 1984 through February
1992.
John H. Lynch has served as Vice President-Personal Lines Operations
since January 1997 and effective October 1997, was appointed Senior Vice
President. Previously, Mr. Lynch served as Vice President, Regional Manager
of the Pleasanton Region from 1993 to 1995 and Regional Manager of the
Colorado Springs Region from 1995 to 1996.
Paul G. Secord has served as Senior Vice President-Asset Management of
FGI since December 1995. Previously, Mr. Secord served as Vice
President-Equity of John Hancock Advisors from 1990 to 1993 and Senior Vice
President-Equity of Penn Mutual from 1993 to 1995.
David P. Allvey has served as a director of FGI since February 1995. Mr.
Allvey joined B.A.T as Group Deputy Tax Manager in 1980. His positions have
included Finance Adviser and Manager of Taxation at British-American Tobacco
Co., Head of Finance of B.A.T and Finance Director. Mr. Allvey was appointed
Finance Director at B.A.T in April 1989.
<PAGE> 61
Edwin A. Heafey, Jr. has served as a director of FGI since 1978. Mr.
Heafey is a practicing attorney and has been a partner of the law firm of
Crosby, Heafey, Roach and May since 1962.
Benjamin C. Neff has served as a director of FGI since 1995. Mr. Neff
has served as Chairman of NECO Financial Services, Inc. since May 1995.
During the period from May 1992 through May 1995, Mr. Neff was the Managing
Director of Seabury & Smith, Inc., a wholly owned subsidiary of Marsh &
McClennan, Inc.. Prior to May 1992, Mr. Neff served as the President of Smith
Sternau Insurance Services, Inc., a wholly owned subsidiary of Marsh &
McClennan, Inc..
Jack C. Parnell has served as a director of FGI since 1995. Mr. Parnell
has served as a Governmental Relations Advisor to the law firm of Kahn, Soares
& Conway and the public relations firm of Fleishman, Hilliard since 1991.
Previously, Mr. Parnell served as the Deputy Secretary-United States
Department of Agriculture from 1989 to 1991. Mr. Parnell also serves on the
Board of Directors of Neogen Corporation, a company engaged in the veterinary
instruments and diagnostics business.
Cornelius J. Pings has served as a director of FGI since August 1991. Dr.
Pings has served as the President of the Association of American Universities
since February 1993 and served as the Provost (Senior Vice President for
Academic Affairs) for the University of Southern California from 1981 to
early 1993. Dr. Pings also serves on the Board of Directors of Pacific
Horizon Funds, Inc. and until 1992 served on the board of Maxtor, Inc., a
company engaged in the disk drive business.
Van Gordon Sauter has served as a director of FGI since May 1996. Mr.
Sauter is the President and General Manager of PBS affiliate KVIE in
Sacramento, California. Previously, he served as President of CBS News and
Fox News.
M. Faye Wilson has served as a director of FGI since May 1996. Ms.
Wilson has served as Executive Vice President of BankAmerica since 1977. Ms.
Wilson also serves on the Board of Directors of Home Depot, a company engaged
in the retail hardware and building supplies business.
Clayton Yeutter has served as a director of FGI since 1994. Mr. Yeutter
was appointed a non-executive director of B.A.T in January 1993. Mr. Yeutter
is Of Counsel to the law firm of Hogan and Hartson since February 1993.
During the preceding four years, he served in a series of positions in the
Bush Administration, first as Secretary of Agriculture, then as Chairman of
the Republican National Committee and finally as Counselor to the President
for Domestic Policy.
<PAGE> 62
ITEM 11. Executive Compensation
The following table sets forth the annual compensation for services in
all capacities to FGI for the fiscal years ended December 31, 1997, 1996 and
1995 of those persons who were, as of December 31, 1997, (i) FGI's Chief
Executive Officer and (ii) the other four most highly compensated executive
officers of FGI (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------------ -------------------------
Awards Payouts
----------- ------------
Securities
Underlying
Name and Options/ LTIP Payouts All Other
Principal Position Year Salary ($) Bonus ($)(1) SARs (#) ($)(2) Compensation ($)(3)
- -------------------------- ----- ---------- ------------ ----------- ------------ -------------------
<S> <C> <C> <C> <C> <C> <C>
Martin D. Feinstein 1997 600,000 615,295 0 0 90,000
Chairman of the 1996 400,000 279,918 0 0 61,235
Board, President 1995 300,000 204,920 0 0 46,038
and Chief Executive
Officer
Jason L. Katz 1997 328,800 351,327 0 0 49,320
Senior Vice President 1996 317,800 222,653 0 0 48,651
and General Counsel 1995 308,700 196,002 0 0 47,373
James A. MacKinnon 1997 318,300 335,222 0 0 47,745
Executive Vice 1996 257,300 172,077 0 0 39,390
President 1995 238,550 137,230 0 0 36,608
Keitha T. Schofield 1997 275,000 275,042 0 0 41,250
Executive Vice 1996 215,000 151,046 0 0 16,457
President 1995 129,546 82,300 0 0 0
Paul G. Secord 1997 241,900 230,601 0 0 36,285
Senior Vice President 1996 230,267 161,670 0 0 0
1995 13,636 524 0 0 0
</TABLE>
- ---------------------
(1) Bonus amounts reported in the year in which service related to such bonus
is rendered. Payment does not occur until the year subsequent to the year
of service.
(2) In 1997, Messrs. Feinstein, Katz, MacKinnon, Secord and Ms. Schofield
received awards of 17,982, 8,200, 8,000, 6,000 and 8,200 Premier Award
Units ("PAUs"), respectively, under FGI's Premier Award Units Plan. In
1995, Messrs. Feinstein, Katz, MacKinnon and Ms. Schofield received
awards of 7,495, 7,710, 5,805 and 4,995 PAUs. Mr. Secord received an
interim award of 5,620 PAUs in 1996. The value of the PAUs is linked to
performance goals set by the Compensation Committee based on the
financial and operating results of the Company and the P&C Group and the
price of B.A.T ADRs over a four-year period. The value of the PAUs will
be paid to eligible employees in cash or in B.A.T ADRs if such ADRs are
eligible for unrestricted issue pursuant to applicable law. The receipt
of such amounts may be deferred at the election of participants, subject
to the approval of the Compensation Committee. In the event of certain
changes in the capital structure of FGI or other events relating to
control of FGI, the Compensation Committee has the discretion to pay out
the value of outstanding PAUs immediately or make other appropriate
adjustments to the PAUs.
(3) Represents estimated amounts to be contributed by FGI under the
Employees' Profit Sharing Savings Plan Trust (the "Deferred Plan") and
reported in the year of service as earned. To the extent that a
participant's annual benefits under the Deferred Plan exceed certain
limits imposed by law, such amounts will be paid under FGI's nonqualified
Employee Benefits Restoration Plan (the "Benefits Restoration Plan"),
which is funded through a grantor trust.
<PAGE> 63
Employees' Pension Plan
In addition to the compensation set forth above, the Named Executive
Officers participate with all eligible employees of the Company in the
Company's tax-qualified Employees' Pension Plan (the "Pension Plan"). The
Named Executive Officers also participate in the Benefits Restoration Plan,
funded through a grantor trust, which provides supplemental benefits to the
extent amounts otherwise payable under the Pension Plan and the Deferred Plan
are limited under applicable laws. (Together, the Pension Plan and the
Benefits Restoration Plan are referred to as the "Retirement Plans").
Effective May 7, 1997, the Employee Benefits Restoration Plan was amended
to include awards made under the Executive Incentive Plan as compensation in
calculating pension benefits, starting with the 1996 awards paid in 1997. The
entire benefit derived from inclusion of the Executive Incentive Plan award(s)
will be paid from the Employee Benefits Restoration Plan. This amendment
impacts certain key officers and includes the Named Executive Officers.
The Pension Plan bases retirement benefits upon the employee's final
five-year average annual base salary and the total years of credited service,
subject to a maximum of 35 years of credited service. Employees who are at
least 21 years of age and who have completed one year of service participate
in the Pension Plan retroactive to the first day of the month following their
hire date. Eligible participants become vested and earn a nonforfeitable right
to Pension Plan benefits after completing five years of service or upon
reaching the first day of the month in which they become age 65. In addition,
the Pension Plan provides that if, following a Change in Control of the
Company (as defined in the Pension Plan), the Pension Plan is terminated or
the employment of a participant in the Pension Plan is terminated, and if at
the time of such termination there are surplus assets in the Pension Plan,
such surplus assets shall be used to increase the benefits payable to each
affected plan participant. The Retirement Plans both provide for the full
vesting of accrued benefits in the event of a Change in Control.
Normal retirement benefits begin at age 62 with 30 years of service and
at age 65 with less than 30 years of service, but participants may retire as
early as age 55 at actuarially reduced rates, provided that they have at least
15 years of service. Participants who become totally and permanently disabled
may qualify for disability retirement benefits if they have 10 or more years
of service and are between the ages of 35 and 65.
For purposes of illustration, the following table provides examples of the
annual pension benefits payable at age 65 pursuant to the defined benefit
portions of the Retirement Plans, assuming benefits are paid in the form of a
straight life annuity. Such benefits are not reduced for Social Security
payments or other offset amounts.
<PAGE> 64
<TABLE>
<CAPTION>
PENSION PLAN TABLE
Years of Credited Service
-----------------------------------------------------------------------
Five-Year Average Remuneration 15 20 25 30 35
- ------------------------------ ----------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
$ 150,000 $ 38,288 $ 51,051 $ 63,814 $ 76,577 $ 89,339
200,000 51,413 68,551 85,689 102,827 119,965
250,000 64,538 86,051 107,564 129,077 150,589
300,000 77,663 103,551 129,439 155,327 181,215
350,000 90,788 121,051 151,314 181,576 211,839
400,000 103,913 138,551 173,189 207,827 242,464
450,000 117,038 156,051 195,064 234,077 273,089
500,000 130,163 173,551 216,939 260,327 303,715
600,000 156,413 208,551 260,689 312,827 364,964
700,000 182,663 243,551 304,439 365,327 426,214
800,000 208,913 278,551 348,189 417,826 487,464
900,000 235,163 313,551 391,939 470,327 548,714
</TABLE>
At the end of 1997, Messrs. Feinstein, Katz, MacKinnon, Secord and Ms.
Schofield were credited under the Pension Plans with 24.0, 13.4, 35.0, 2.0 and
2.6 years of service, respectively. The average annual salary for the
five-year period ended December 31, 1997 for Messrs. Feinstein, Katz,
MacKinnon, Secord and Ms. Schofield was $402,260, $350,880, $284,210, $311,580
and $289,420, respectively. These figures include the 1996 Executive
Incentive Plan Awards paid in 1997.
Employment Agreements and Change-in-Control Arrangements
The Company has entered into employment agreements with each of Messrs.
Feinstein, Katz, MacKinnon, Secord and Ms. Schofield. Each of the agreements
provide that if the executive's employment is terminated following a
"Change-in-Control" (as defined in the agreement), the executive will receive
a severance payment equal to two (2) times the executive's "Cash
Compensation" (as defined in the agreement, but generally including certain
base salary, bonus and profit sharing plan allocation amounts). In addition
to the Cash Compensation amount payable, the executive is also entitled to (i)
continued coverage under applicable group welfare benefit plans of the Company
(for example, the Company's life, disability and health insurance plans); (ii)
a benefit under the Company's long-term incentive plan (determined as if the
executive terminated employment due to retirement, and as if any remaining
performance criteria had been waived), and (iii) a lump sum payment of certain
enhanced benefit amounts under the Company's pension plans (including the
supplemental pension plan). In the cases of Messrs. Feinstein and Katz, the
agreements provide for a tax gross-up payment equal to the amount of any
excise tax payable under Section 4999 of the Internal Revenue Code of 1986,
as amended. In the case of the other executives, amounts payable under the
agreements will be reduced to the extent necessary to avoid the application of
such excise tax.
The payments under the agreement will be made if the executive is
employed at the time of the Change-in-Control and his or her termination is
(i) by the Company other than for "Cause" (as defined in the agreement); (ii)
by the executive for "Good Reason" (as defined in the agreement) or
(iii) other than due to the executive's death, disability or retirement.
The agreements are effective until December 31, 1999. In the event of a
"Potential Change-in-Control" (as defined in the agreement), however, the term
of the agreements will be extended for a period of two (2) years following
the Potential-Change-in-Control (unless the
<PAGE> 65
Potential-Change-in-Control is abandoned prior to a Change-in-Control).
In the event of a Change-in-Control, the agreements will be extended for a
period of two (2) years following the date of the Change-in-Control. In
all cases, however, the agreements will expire upon the death, retirement or
disability termination of the executive.
Compensation of Directors
Directors who are not employees of FGI or B.A.T receive an annual
retainer of $21,000, together with $1,000 plus expenses for each FGI Board of
Directors (the "Board") meeting attended in 1997. Additionally, committee
members of the Board receive $950 plus expenses for each committee meeting
attended and Committee Chairs receive $1,100 plus expenses for each committee
meeting attended. Directors who are employees of FGI or of B.A.T do not
receive the retainer fees, Board meeting fees or committee fees referred to
above. Total payments, excluding reimbursement of expenses, to Messrs.
Heafey, Neff, Parnell, Pings, Sauter, Yeutter and Ms. Wilson amounted to
$29,400, $28,800, $32,600, $33,200, $28,800, $26,800 and $27,850, respectively,
in 1997 for services rendered in that year.
FGI has established an Outside Directors' Retirement Benefit Program. Any
director who is not an employee of FGI or of B.A.T who has attained age 70 at
the time such director retires from service as a member of the Board and has
either accrued 10 or more calendar years of service as a Board member or who
was a Board member as of August 7, 1987, the inception date of this Program, is
entitled to an annual benefit commencing in May of the calendar year following
the director's retirement from the Board. Such annual benefit is equal to 100%
of the annual retainer fee in effect during the last year the director served
on the Board. Benefit payments are made for five or more years, depending on
the director's length of service on the Board. Based on their tenure as Board
members, Mr. Heafey has accrued benefits of seven annual payments, and Messrs.
Neff, Parnell, Pings, Sauter, Yeutter and Ms. Wilson have accrued no benefits
under this Program. Benefits for this Program were funded through a grantor
trust through 1995. Effective January 1, 1996, retirement payments to
directors retiring after January 1, 1996 will be paid directly by FGI.
Payments under this Program to former Board members amounted to $51,000 in
1997.
Compensation Committee Interlocks and Insider Participation
During 1997, FGI's Compensation Committee (the "Committee") consisted of
Mr. Heafey, who is Chairman, and Messrs. Allvey, Parnell, Pings, Sauter and
Yeutter. None of these individuals is now or has ever been an officer or
employee of the Company.
The Committee receives compensation recommendations from the Chief
Executive Officer and amends or revises them as appropriate. The Committee
then submits a recommendation regarding executive compensation to the Board.
Compensation levels for Mr. Feinstein are approved by the Board of B.A.T
following recommendations of that Board's Compensation Committee, whose
composition consists of no members who are employees or executive officers
of FGI. The compensation levels of certain senior officers are also reviewed
by the Chief Executive's Committee of B.A.T.
The law firm of Crosby, Heafey, Roach and May received fees of $5,177,000
for legal services rendered to the Company or the Exchanges in 1997. Mr.
Heafey is a partner in such firm and has been a director of FGI since 1978.
In addition, the law firm of Hogan and Hartson, LLP, received fees of $31,000
for legal services rendered to the Company or the Exchanges in 1997. Mr.
Yeutter is a partner in such firm and has been a director of FGI since 1994.
<PAGE> 66
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
All of the outstanding voting securities of FGI are owned beneficially
and of record by South Western Nominees Limited, Windsor House, 50 Victoria
Street, London, England SW1H ONL. South Western Nominees Limited is a wholly
owned subsidiary of B.A.T.
The following table sets forth information regarding beneficial
ownership of B.A.T ADRs and ordinary shares as of December 31, 1997 by
(a) the Chief Executive Officer of FGI, (b) each of the four most highly
compensated executive officers of FGI other than the Chief Executive Officer
and (c) all directors and executive officers of FGI, as a group.
<TABLE>
<CAPTION>
B.A.T ADRs B.A.T Ordinary Shares
Beneficially Owned Beneficially Owned
------------------ ----------------------
Name Number Percent Number Percent
- - ---------- --------- -------- ---------- ---------
<S> <C> <C> <C> <C>
Martin D. Feinstein 0 191,147 (1) (2)
Jason L. Katz 0 0
James A. MacKinnon 0 0
Keitha T. Schofield 0 0
Paul G. Secord 0 0
All Directors and Executive Officers as a group 2,420 (3) 589,933 (2)
</TABLE>
______________
(1) Includes 173,770 options under the B.A.T Stock Plan "E" that become
vested and exercisable on June 11, 2000 that were granted to
Mr. Feinstein as a director of B.A.T.
(2) Less than 1% of the outstanding B.A.T ordinary shares.
(3) Less than 1% of the outstanding B.A.T ADRs.
ITEM 13. Certain Relationships and Related Transactions
Certain directors of the Company were partners in legal firms which
received fees for legal services from the Company and the Exchanges.
These fees totaled $5,208,000, $1,853,000 and $2,231,000 in 1997, 1996 and
1995, respectively.
As of December 31, 1997, the Company had $407,000,000 in notes receivable
related to loans made to B.A.T Capital Corporation, a subsidiary of B.A.T.
These notes are fixed rate medium term notes with maturity dates as follows:
$137,000,000 in October 1998, $135,000,000 in October 1999 and $135,000,000 in
October 2000. Interest on these notes is paid semi-annually at coupon rates
of 5.35%, 6.68% and 6.33%, respectively. On October 7, 1997, a four year
$135,000,000 note with an interest rate of 5.10% matured and the $135,000,000
note maturing in October 2000 was subsequently issued at an interest rate of
6.33%. Income earned on the notes outstanding during 1997, 1996 and 1995 was
$23,620,000, $21,245,000, and $20,697,000, respectively.
On October 7, 1996, a three year $135,000,000 note with an interest rate
of 4.76% matured and the $135,000,000 note, maturing in October 1999, was
subsequently issued at an interest rate of 6.68%.
<PAGE> 67
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Exhibits and Financial Statement Schedules
(1) Exhibits
3.1 Restated Articles of Incorporation of FGI, as amended
May 23, 1977, as further amended September 24, 1984, as further
amended May 19, 1986 (i), as further amended February 3, 1989 (ii)
3.2 Bylaws of FGI (i)
3.3 Form of Certificate of Trust of the Issuer (ii)
3.4 Trust Agreement (ii)
4.1 Form of Amended and Restated Trust Agreement (ii)
4.2 Form of Indenture among FGI and The Chase Manhattan Bank, N.A.,
as Debenture Trustee (ii)
4.3 Form of Preferred Security (included in Exhibit 4.1) (ii)
4.4 Form of Junior Subordinated Debentures (included in
Exhibit 4.2) (ii)
4.5 Form of Guarantee by FGI and The Chase Manhattan Bank,
N.A., as Guarantee Trustee (ii)
10.1 Form of Subscription Agreement (Farmers Underwriters
Association) (ii)
10.2 Form of Subscription Agreement (Truck Underwriters
Association) (ii)
10.3 Form of Subscription Agreement (Fire Underwriters
Association) (ii)
10.4 The Farmers Group, Inc. 1993 Premier Award Unit Plan, as amended
November 4, 1993 (ii), as amended February 14, 1996 (iii), as
further amended November 10, 1997
10.5 Farmers Group, Inc. Executive Incentive Program (ii), as amended
May 7, 1997 and August 13, 1997
10.6 Description of Farmers Group, Inc. Outside Directors' Retirement
Program (ii)
10.7 The Farmers Group, Inc. Discretionary Management Incentive
Program for Exceptional Performance (ii), as amended December
1996 (iv)
10.8 Farmers Group, Inc. Employee Benefits Restoration Plan (ii), as
amended May 7, 1997
10.9 Description of Phantom B.A.T ADR Stock Option Plan (ii)
10.10 Form of Employment Agreement with certain officers
12 Statement of Computation of the Ratio of Earnings to Fixed Charges
21 Subsidiaries of FGI
24 Power of Attorney (ii)
- --------------------
(i) Incorporated by reference to the corresponding Exhibit to FGI's Annual
Report on Form 10-K for the year ended December 31, 1987.
(ii) Incorporated by reference to the corresponding Exhibit to FGI's
Registration Statement No. 33-94670 and No. 33-94670-01 on Form S-1.
(iii) Incorporated by reference to the corresponding Exhibit to FGI's Annual
Report on Form 10-K for the year ended December 31, 1995.
(iv) Incorporated by reference to the corresponding Exhibit to FGI's Annual
Report on Form 10-K for the year ended December 31, 1996.
<PAGE> 68
(2) Financial Statement Schedules
Page
------
a. Financial Statements. See Index to Financial Statements and
Supplementary Data for a list of financial statements
included in this Report. 23
b. Financial Statement Schedules
Schedule I - Marketable Securities - Other Investments, as
of December 31, 1997 S-1
Schedule III - Supplementary Insurance Information, for the
years ended December 31, 1997, 1996 and 1995 S-2
Schedule IV - Reinsurance, for the years ended
December 31, 1997, 1996 and 1995 S-3
Schedule V - Valuation and Qualifying Accounts for the
years ended December 31, 1997, 1996, and 1995 S-4
(b) Reports on Form 8-K
The Company did not file any Reports on Form 8-K during the year ended
December 31, 1997.
<PAGE> 69
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, in the City of
Los Angeles, State of California on March 26, 1998.
FARMERS GROUP, INC.
---------------------------------------------
(Registrant)
Date: March 26, 1998 By: /s/ Martin D. Feinstein
---------------------------------------------
Martin D. Feinstein, Chairman of the Board,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Principal Executive Officer
/s/ Martin D. Feinstein Chairman of the Board, March 26, 1998
- --------------------------------President and Chief
(Martin D. Feinstein) Executive Officer
Principal Financial and
Accounting Officer
/s/ Anthony L.R. Clark Senior Vice President and March 26, 1998
- --------------------------------Chief Financial Officer
(Anthony L.R. Clark)
Directors
/s/ James A. MacKinnon Executive Vice President March 26, 1998
- --------------------------------and Director
(James A. MacKinnon)
/s/ Keitha T. Schofield Executive Vice President March 26, 1998
- --------------------------------and Director
(Keitha T. Schofield)
/s/ Jason L. Katz Senior Vice President, March 26, 1998
- --------------------------------General Counsel and Director
(Jason L. Katz)
/s/ David P. Allvey Director March 26, 1998
- --------------------------------
(David P. Allvey)
/s/ Edwin A. Heafey, Jr. Director March 26, 1998
- --------------------------------
(Edwin A. Heafey, Jr.)
/s/ Benjamin C. Neff Director March 26, 1998
- --------------------------------
(Benjamin C. Neff)
/s/ Jack C. Parnell Director March 26, 1998
- --------------------------------
(Jack C. Parnell)
/s/ Cornelius J. Pings Director March 26, 1998
- --------------------------------
(Cornelius J. Pings)
/s/ Van Gordon Sauter Director March 26, 1998
- --------------------------------
(Van Gordon Sauter)
/s/ M. Faye Wilson Director March 26, 1998
- --------------------------------
(M. Faye Wilson)
/s/ Clayton Yeutter Director March 26, 1998
- --------------------------------
(Clayton Yeutter)
<PAGE> S-1
FARMERS GROUP, INC.
AND SUBSIDIARIES
SCHEDULE I - MARKETABLE SECURITIES - OTHER INVESTMENTS
December 31, 1997
<TABLE>
<CAPTION>
Market value Amount at which
at balance shown in the
Type of Investment Cost sheet date balance sheet
- - ------------------ ----------- ------------- ---------------
(Amounts in thousands)
<S> <C> <C> <C>
FNWL:
Marketable securities - available-for-sale:
United States government and its agencies $ 2,049,217 $ 2,124,154 $ 2,124,154
States and municipalities 270,502 283,790 283,790
Public utilities 53,766 56,830 56,830
Foreign government 136,127 146,700 146,700
All other corporate 789,072 832,859 832,859
Preferred stocks (redeemable) 109,742 110,815 110,815
------------ ------------- ---------------
3,408,426 3,555,148 3,555,148
------------ ------------- ---------------
Preferred stocks (non-redeemable) 1,153 1,227 1,227
------------ ------------- ---------------
Common stocks:
Public utilities 0 0 0
Banks, trusts and insurance companies 0 0 0
Industrial, miscellaneous and all other 0 120 120
------------ ------------- ---------------
0 120 120
------------ ------------- ---------------
Mortgage loans on real estate 89,903 xxxxx 89,903
------------ ------------- ---------------
Policy loans 165,894 xxxxx 165,894
------------ ------------- ---------------
Real estate (1) 69,265 (1) xxxxx 69,265
------------ ------------- ---------------
Joint ventures 9,515 xxxxx 9,515
------------ ------------- ---------------
Other investments 3,450 3,299 3,299
------------ ------------- ---------------
Total investments $ 3,747,606 $ xxxxx $ 3,894,371
============ ============= ===============
- ---------------------
(1) Net of accumulated depreciation of $19,306
</TABLE>
<PAGE> S-2
FARMERS GROUP, INC.
AND SUBSIDIARIES
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION
For the years ended December 31, 1997, 1996, and 1995
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E Column F Column G
- -------- -------- -------- -------- -------- -------- --------
Future policy
Deferred benefits, Other policy Premium
policy losses, claims claims and and policy Net
acquisition and loss Unearned benefits charge investment
Life insurance costs (1) expenses premiums payable revenues income
- -------------- ----------- -------------- -------- ---------- --------- ----------
(Amounts in thousands)
<S> <C> <C> <C> <C> <C> <C>
December 31, 1997 $ 798,725 $ 3,032,318 $ 1,543 $ 58,529 $ 377,667 $ 293,143
=========== ============= ======== ========== ========= ==========
December 31, 1996 1,001,044 3,507,594 1,663 82,511 412,158 317,630
=========== ============= ======== ========== ========= ==========
December 31, 1995 379,436 298,251
========= ==========
Column A Column H Column I Column J
- ---------- -------- -------- --------
Benefits, Amortization
claims, of deferred
losses and policy Other
settlement acquisition operating
Life insurance expenses costs (1) expenses
- -------------- ---------- ----------- ---------
<S> <C> <C> <C>
December 31, 1997 $ 139,124 $ 103,975 $ 65,936
========== ========== =========
December 31, 1996 166,199 108,802 84,345
========== ========== =========
December 31, 1995 162,098 103,201 81,015
========== ========== =========
- -------------------
(1) Includes value of life business acquired
</TABLE>
<PAGE> S-3
FARMERS GROUP, INC.
AND SUBSIDIARIES
SCHEDULE IV - REINSURANCE
For the years ended December 31, 1997, 1996, and 1995
<TABLE>
<CAPTION>
Column A Column B Column C Column D
- -------- -------- -------- --------
Ceded to Assumed
Gross other from other
amount companies companies
---------------- ---------------- ----------------
(Amounts in thousands)
<S> <C> <C> <C>
1997
- ----------
Life insurance in-force $ 89,613,224 $ 1,209,978 $ 8,428,465
---------------- ---------------- ----------------
Premiums & policy charges 371,606 4,236 10,297
---------------- ---------------- ----------------
1996
- ----------
Life insurance in-force $ 100,529,124 $ 847,883 $ 10,568,578
---------------- ---------------- ----------------
Premiums & policy charges 405,654 3,868 10,372
---------------- ---------------- ----------------
1995
- ----------
Life insurance in-force $ 93,142,714 $ 629,649 $ 9,130,641
---------------- ---------------- ----------------
Premiums & policy charges 373,688 3,577 9,325
---------------- ---------------- ----------------
Column A Column E Column F
- -------- -------- --------
Percentage
of amount
Net assumed
Amount to net
---------------- -----------
<S> <C> <C>
1997
- ----------
Life insurance in-force $ 96,831,711 8.7 %
---------------- -----------
Premiums & policy charges 377,667 2.7
---------------- -----------
1996
- ----------
Life insurance in-force $ 110,249,819 9.6 %
---------------- -----------
Premiums & policy charges 412,158 2.5
---------------- -----------
1995
- ----------
Life insurance in-force $ 101,643,706 9.0 %
---------------- -----------
Premiums & policy charges 379,436 2.5
---------------- -----------
</TABLE>
<PAGE> S-4
FARMERS GROUP, INC.
AND SUBSIDIARIES
SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
Balance at Balance at
beginning end of
of year year
------------ ------------
(Amounts in thousands)
<S> <C> <C>
YEAR
- ------------
1997 $ 18,960 $ 15,118
1996 14,164 18,960
1995 12,916 14,164
</TABLE>
<PAGE> 1
Exhibit 10.4
AMENDMENT NUMBER THREE
THE FARMERS GROUP, INC.
1993 PREMIER AWARD UNIT PLAN
The Farmers Group, Inc., 1993 Premier Award Unit Plan shall be amended as
follows, effective November 10, 1997, in respect of all awards granted in
connection with Performance Periods beginning after 1997.
A. The text of Section 2(b), defining "Award Period," shall be
eliminated and substituted therefor shall be inserted "Reserved."
B. Section 2(q) shall be amended by substituting "three (3)" for
"four (4)" in the first line thereof.
C. Section 2(u) shall be eliminated in its entirety.
D. Section 3(c) by substituting "5(d)(iv)" for "5(c)(iv)" in the last
line thereof.
E. Section 5(b) shall be amended in its entirety to read as follows:
"The total amount of Premier Unit Awards to be granted over
the Performance Period, will be divided into three equal
installments. Premier Award Unit grants will be made in
installments to Participants on the basis of individual
performance and the discretion of the Committee. The final
value of each installment will be determined at the end of
the Performance Period."
F. The opening paragraph of Section 5(e) shall be amended in its
entirety to read as follows:
Premier Award Units shall generally be paid to a Grantee
as soon as practicable following the end of the applicable
Performance Period. Should a Grantee's continuous employment
with the Corporation or any Affiliate terminate prior to payout
for any reason other than death, retirement, or total and
permanent disability, all outstanding Premier Award Units awards
(i.e., those that have been awarded but which have not been paid,
as described in the previous sentence, or deferred, as described
in Section 6(a) hereof) shall thereupon be forfeited by the
Grantee; provided, however, that in the case of special
circumstances the Committee may waive, in whole or in part,
any or all of the remaining Performance Criteria or any time
period of service requirement.
G. The first paragraph of Section 6(a) shall be amended in its
entirety to read as follows:
"Any individual eligible to participate in the Premier Award
Unit Plan may request that the payment of all or a portion of any
payout from any installment of Premier Award Units be deferred for
annual periods up to five years from the date such amount would
otherwise be paid under Section 5(e) hereof, or until the
occurrence of retirement, death or permanent disability, if
earlier. Individuals who are "highly compensated" (as defined
below) as of the date of any election to defer may request that
the payment of all or a portion of any payout from any installment
of Premier Award Units be deferred until the occurrence of
retirement, death or permanent disability. Any requests for
deferral must be made to the Committee, in writing, on or before
March 31 of the last year of the applicable Performance Period
(e.g., a request must be made on or before March 31, 2000,
relating to any Premier Award Units granted in 1998, whose value,
if any, might be determined in 2000, and payable in 2001,
assuming that the applicable Performance Period is three years
starting in 1998). Such requests shall specify that either
25%, 50%, 75%, or 100% of the payout which might be made is to
be deferred. A Participant who is "highly compensated" may elect
at the time of initially requesting deferral to
<PAGE> 2
commence payment of benefits within ninety (90) days of
retirement, death or the date it is established to the
satisfaction of the Compensation Committee that the Participant
has a permanent disability, either in a single payment or in five
(5) or ten (10) equal annual payments to which will be added an
interest equivalent from the first payment date computed as
provided above. Any participant who is not "highly compensated"
as of the date of his or her election and who elects in accordance
with this paragraph to defer payout for a term not to exceed five
(5) years, shall at the end of such term or as soon as thereafter
as practicable, receive his or her deferred amount plus earnings
thereon in one lump sum. For purposes of this Section 6, the
Committee shall, in its discretion, determine which Grantees are
"highly compensated" consistent with the intent that such
individuals be part of a select group of management or highly
compensated employees within the meaning of Section 201(2) of the
Employee Retirement Income Security Act of 1974, as amended."
IN WITNESS WHEREOF, this instrument of Amendment is executed this 10 day of
November, 1997.
By: /s/ Alan Porter
---------------
<PAGE> 1
Exhibit 10.5
FARMERS GROUP, INC.
EXECUTIVE INCENTIVE PROGRAM
AS AMENDED MAY 7, 1997 AND AUGUST 13, 1997
1. Purpose
The Farmers Group, Inc. Executive Incentive Program (the "Program") is
designed to award and compensate key executives who contribute substantially
to the financial success of Farmers Group, Inc., its subsidiaries and its
affiliates (the "Corporation"), and to focus the efforts of such key
executives on the continued success of the Corporation.
2. Administration
(a) The Program shall be administered by the Board of Directors of the
Corporation (the "Board") and by the Compensation Committee of the Board
(the "Compensation Committee"), as hereinbelow described. The Board shall
have discretion to select key executives who are to be eligible to receive
awards under the Program with respect to each fiscal year, and to determine
the amount of such awards, subject to the terms and conditions set forth
in the Program and such other terms and conditions as are not inconsistent
with the purposes and provisions of the Program.
(b) The Board may establish such rules and regulations as deemed
appropriate for proper administration of the Program and may modify or revoke
such rules and regulations from time to time. In addition, the Board may
make such determinations and take such action in connection with the Program
as are necessary.
(c) All determinations and interpretations of the Board shall be final
and binding, except that all awards are subject to final approval by B.A.T.
3. Eligibility and Participation
Eligibility and participation in the Program are restricted to the Chief
Executive Officer of the Corporation and such Home Office Officers and Field
Executives of the Corporation whom the Board, in its discretion, selects to
receive awards under the Program.
4. Determination and Allocation of Awards
(a) Awards under the Program shall be made from a pool (the "Pool"),
which Pool for a given year shall consist of twenty percent (20%) of Growth
in Earnings (as hereinbelow defined) for that year, less a factor for a
decrease in Exchange Surplus as also defined below.
(b) Growth in Earnings for a particular year shall mean the increase in
the USPGAAP Net Income of the Corporation over the USPGAAP Net Income of the
Corporation for the immediately preceding year. For purposes of determining
the amount of the Pool, USPGAAP Net Income shall be adjusted as follows:
(1) Awards paid or accrued under this Program shall be excluded;
(2) Capital gains or losses attributable to sales of real estate or
equipment used solely in the Corporation's insurance business
shall be excluded to the extent that they individually or
collectively exceed two percent (2%) of USPGAAP Net Income in
any one calendar quarter;
(3) In the event that the statutory rates used in determining Federal
Income Tax and/or California Franchise Tax are increased or
decreased in a particular year from the rates applicable during
the immediately preceding year, or if the method of determining
and reporting said taxes changes due to a change in accounting
method required by a recognized rule-making body, said taxes
applicable to the
<PAGE> 2
preceding year shall be recalculated on an equivalent basis in
determining USPGAAP Net Income for such preceding year;
(4) Capital gains or losses arising from the sale or other
disposition of any joint venture investment of F.I.G. Holding
Company entered into before January 1, 1974 shall be excluded;
(5) Any expense or income attributable to merger or acquisition
activities shall be excluded; and
(6) Other extraordinary items as approved by the Compensation
Committee.
(c) Growth in Earnings for each year shall be determined by the Chief
Financial Officer for the Corporation and verified by the independent
certified public accountants of the Corporation. The Pool shall be an
accrued liability in the consolidated financial statements of the Corporation
and the amount accrued in the Pool shall not be placed in a separate account
or in trust or otherwise be segregated from the general funds of the
Corporation.
(d) A three-year weighted average Surplus Ratio shall be calculated and
compared to the Target Surplus Ratio of 33 1/3% (premium written to surplus of
3 to 1). If the three-year weighted average Surplus Ratio is at or greater
than 33 1/3%, no reduction in the Bonus Pool will be made. If the three-year
weighted average Surplus Ratio is less than 33 1/3%, the Bonus Pool will be
reduced in the following manner. A Maximum Reduction of 20% of the Bonus Pool
will be made when the Exchange Surplus Ratio is 28.57% (premium written to
surplus of 3.5 to 1) or lower. The Maximum Reduction will be reduced
proportionately based on where the three-year weighted average Surplus Ratio
falls between 33 1/3% and 28.57%.
(e) The Award to the Chief Executive Officer of the Corporation under the
Program for each year shall not exceed seventy-five percent (75%) of the base
salary paid to the Chief Executive Officer during the year to which the award
relates, except as outlined in section 4(h) below. The Award amount for the
Chief Executive officer shall be determined by the B.A.T Industries Group
Compensation Committee.
(f) The Chief Executive Officer shall evaluate the performance and
contribution to the successful operation of the Corporation of each Officer
and Field Executive of the Corporation and shall recommend to the Compensation
Committee each year, prior to the February meeting of the Board, the
percentage of the Pool for the preceding year which he believes should be
awarded to each such individual. Such recommendations shall be in an amount
not to exceed one hundred percent (100%) of the Pool, except as outlined in
section 4(h) below, less the percentage of the Pool awarded to the Chief
Executive Officer. Awards for Level I executives shall not exceed 75% of
salary, awards to Level II executives shall not exceed 60% of salary,
awards for Level III executives shall not exceed 40% of salary, except as
outlined in section 4(h) below. Membership in each level shall be determined
by the Chief Executive Officer at the outset of the performance year.
Generally, Level I executives are direct reports to the CEO, Level II
executives are Home Office and Level III executives are Field Executives, or
more junior executives.
(g) Each year, prior to the February meeting of the Board, the
Compensation Committee shall receive the recommendations of the Chief
Executive Officer and shall confer with him concerning such recommendations.
Such recommendations will be based on estimated prior year end and financial
results. The Compensation Committee shall then recommend to the Board at the
February meeting of the Board the individuals to receive awards under the
Program and the percentage of the Pool which should be awarded to each such
individual. The Board shall, in its absolute discretion, select the
individuals to whom awards shall be made under the Program and determine the
percentage of the Pool which shall be awarded to such individuals. No award
made under the Program shall exceed the maximum award applicable to the level
of the incumbent either 75%, 60%, or 40% of the base salary paid to an
individual during the year to which the award relates, except as outlined in
section 4(h) below. Final confirmation by the Board based on actual prior
year end results will occur at the May meeting of the Board.
(h) Payment of EIP awards is contingent upon performance of the
Corporation as it relates to the performance of a peer group of companies.
Depending upon which quartile performance falls, individual awards
may be increased/decreased based on individual performance as shown below:
<PAGE> 3
<TABLE>
<CAPTION>
<S> <C>
Peer Group Standing Award Adjustment
------------------- ----------------
Fourth Quartile +33 1/3%
Third Quartile No Adjustment
Second Quartile -33 1/3%
First Quartile -66 2/3 %
</TABLE>
Should the Award Pool be insufficient to fund the approved awards in the fourth
quartile, additional funds will be added and expensed. In no event will the
amount of the additional funds be greater than one-third of the original Pool
for the year. A comparative analysis is to be provided to the Compensation
Committee each year to substantiate the current year's awards.
(i) Payments of awards under the Program shall be within the absolute
discretion of the Board subject to the final approval of B.A.T. The Board
shall be under no obligation to award all of the Pool or any portion thereof.
(j) The Pool shall not accumulate from year to year, and any amount in
the Pool not distributed pursuant to the Program shall revert to net income of
this Corporation.
(k) Payment of awards under the Program shall be made no later than
April 15 after the close of the calendar year to which the award relates.
(l) The Corporation shall have the right to deduct any sums required to
be withheld by federal, state or other applicable laws from payments of awards
under the Program.
5. Rights of Participants and Beneficiaries
(a) No individual shall have any vested or protectable interest in,
legal right to, or shall otherwise be entitled to, any amount under the
Program until such time as the Board by resolution approves an award to such
individual. Nothing in the Program shall be deemed to give any individual, or
his or her legal representative or assigns, or any other person or entity
claiming under or through him, any contract or right to participate in the
benefits of the Program.
(b) The Corporation shall pay all amounts payable hereunder only to
the individual or beneficiaries entitled thereto pursuant to this Program. The
Corporation shall not be liable for the debts, contracts, or engagements of
any individual or his or her beneficiaries, and rights to payments under this
Program may not be taken in execution by attachment or garnishment, or by any
other legal or equitable proceeding while in the hands of the Corporation; nor
shall any individual or his or her beneficiaries have any right to assign,
pledge, or hypothecate any benefits or payments hereunder.
(c) Participation in the Program shall not be construed as
constituting a commitment, guarantee, agreement or understanding of any
kind that the Corporation shall continue to employ any individual.
(d) Any individual eligible to participate in the Program may
designate a beneficiary to receive payments of awards under the Program in the
case of such individual's death.
(e) Commencing with awards to be made for services rendered, on or
after January 1, 1984 and for which awards are to be paid after January 1,
1985, any individual eligible to participate in the Program may request that
payment of all or a portion of any award be deferred until the occurrence of
retirement, death or permanent disability. Such request must be made to the
Compensation Committee in writing on or before December 31 of the performance
year which is the year prior to the date the awards are determined and paid
(i.e., a request must be made on or before December 31, 1988, relating to any
award under the Program which might be determined and paid in 1989). Such
request shall specify that either 25%, 50%, 75% or 100% of awards which might
be made are to be deferred and shall specify whether such request relates only
to awards relating to services to be performed during the next calendar
<PAGE> 4
year or to all awards which might be made under the Program in the second
succeeding and all future years. Once such a request for deferral is made,
it may not be withdrawn by the participant except with respect to any awards
for service to be performed in calendar years following the year in which the
date such request for withdrawal is made. Any such request for withdrawal
must be made in writing to the Compensation Committee. If the Board selects
the individual for an award and in its sole discretion consents to the request
for deferred payment, to any amount so deferred there will be interest added
to the deferred amount for each year or partial year the payment of the award
is deferred. The participant in this Deferred Payment Plan may elect at the
time of initially requesting deferral to commence payment of benefits within
thirty (30) days of retirement, death or the date it is established to the
satisfaction of the Compensation Committee that the participant has a
permanent disability, either in a single payment or in five (5) or ten (10)
equal annual payments to which will be added an interest equivalent from the
first payment date computed as provided above. On single payments made within
30 days of retirement, death or disability, the interest rate earned between
the date of retirement, death or disability until the date of disbursement
will be based on the average yield of the institutional money market fund in
which the Corporation invests.
In the event of extreme hardship, any participant may make a written
request to the Compensation Committee for immediate payment. For this
purpose, an extreme hardship is an unanticipated emergency caused by an event
beyond the control of the participant that would result in severe financial
hardship if early withdrawal were not permitted. The amount to be withdrawn
must be limited to the amount necessary to meet the emergency. Amounts
deferred under this Section 5 (e) will be held as part of the general assets
of the Corporation and shall not be set aside or funded in any manner;
provided that deferred amounts and any earnings thereon may be set aside in
one or more non-qualified grantor trusts so long as such arrangements do
not result in benefits hereunder being considered funded for federal tax
purposes.
Notwithstanding any other provision hereof, to the extent deferred
amounts are funded through one or more grantor trusts, then earnings or
appreciation thereon shall be determined solely by reference to the experience
of assets in such trust or trusts. This Corporation shall direct the trustee
or trustees of such trust or trusts, as the case may be, as to the investment
of assets in such trust or trusts and the Corporation may, in advising the
trustee, offer, in any manner and to any extent it deems appropriate,
Participants the opportunity to advise the Corporation as to how assets
allocated to their respective accounts are to be invested. In no event may
Participants communicate directly with any trustee in regard to asset
investment. Participants shall in no event have rights greater than those of
general creditors of the Corporation with respect to any amounts held in trust.
Any amounts deferred hereunder as well as any earnings are not subject to
anticipation, alienation or hypothecation by any Participant.
6. Termination of Employment
(a) In the event of death, disability or retirement during the year
to which the award relates, a pro rata award shall be paid to any individual
who would have otherwise received an award under the Program. In the event
of disability or retirement, such award shall be paid to the individual. In
the event of death, such award shall be paid to the individual's estate or
legal representative, as determined by the Compensation Committee or, in the
event the individual has designated a beneficiary to receive payments of
awards under the Program in the case of such individual's death, to such
beneficiary.
(b) In the event of termination of employment for any other reason
during the year to which the award relates, such individual's eligibility to
receive any award for such year shall be terminated, although the Chief
Executive Officer may, at his discretion, recommend to the Compensation
Committee that a pro rata award be made.
(c) In the event of termination of a participant's employment in the
Deferred Payment Plan for any reason other than retirement, permanent
disability or death, payment of all deferred amounts in the Deferred Payment
Plan together with the appropriate interest equivalent will be made in a
single payment within 30 days after the employment termination date. From the
date of termination until distribution, Deferred amounts will earn an interest
rate based on the average yield of the institutional money market fund in
which the Corporation invests.
7. Effective Date, Amendment and Termination of Program
The amendments to the Program adopted by the Board of Directors on
August 5, 1983
<PAGE> 5
shall be effective for the year ending December 31, 1983. The amendments
to the Program adopted by the Board of Directors in November 1987 and
in February 1988 shall be effective for the year ending December 31, 1987
and subsequent years. The amendments to the Program adopted in November 1988
shall be effective for the year ending in December 1988 and subsequent years.
The amendments to the Program adopted in February 1990 shall be effective for
the year ending in December 1990 and subsequent years. The amendments to the
Program adopted in May and November 1993 shall be effective for the year
ending in December 1993 and subsequent years. The amendments to the Program
adopted in May and August 1997 shall be effective for the year ending in
December 1997 and subsequent years. The Program may be amended or terminated
at any time by the Board. Such amendment or termination shall not adversely
affect or alter any right or obligation with respect to any award previously
made hereunder.
8. Special Rule
Benefits under the Program, whether paid currently or deferred under
Section 5, constitute no more than an unsecured promise by the Corporation to
provide said benefits and no participant or beneficiary shall have rights
greater than those of a general creditor of the Corporation in either the
general assets of the Corporation or the assets of any trust established under
Section 7 hereof in connection with such benefits.
9. Governing Law
This Program shall be governed by the laws of the State of
California.
Exhibit 10.8
AMENDMENT TO FARMERS GROUP, INC. EMPLOYEE BENEFITS RESTORATION PLAN
The Farmers Group, Inc. Employee Benefits Restoration Plan, as previously
adopted effective December 1, 1994, is hereby amended again as follows:
Effective May 7, 1997, the first sentence of Article IV, Part A shall be
amended in its entirety to read as follows:
A monthly benefit commencing at the same time that benefits commence
under the Pension Plan, equal to the difference, if any, between (i) the
amount of benefit the covered participant would have received under the
Pension Plan commencing on such date had the benefits of employees under
the Pension Plan (A) not been limited by the provisions of Section
401(a)(17) or Section 415 of the Code and (B) only in the case of
Participants who are full officers at salary grade 63 and who retire
after May 7, 1997, been computed by including awards made under the
Farmers Group, Inc. Executive Incentive Program starting in 1997 (and
without regard to whether such awards are in whole or in part deferred
pursuant to the provisions of such program) in "Compensation" under the
Pension Plan, and (ii) the benefit on such date payable under the Pension
Plan on such date (determined, if necessary, using the actuarial
equivalence factors set forth in the Pension Plan in effect on such date,
or, if earlier, the termination date for the Pension Plan).
LT971070.010/4
<PAGE> 1
Exhibit 10.10
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement"), dated as of October 15,
1997, is made and entered into by and between Farmers Group, Inc., a Nevada
corporation (the "Company") and Martin D. Feinstein (the "Executive").
The Executive is presently employed by the Company.
The Board of Directors of the Company (the "Board") recognizes that the
Executive's contribution to the growth and success of the Company has been
substantial. The Company, on behalf of itself and its stockholders, desires
to continue to attract and retain well-qualified executive and key personnel
who are an integral part of the management of the Company, such as the
Executive, and to assure itself of continuity of management. The Executive is
willing to commit himself to continue to serve the Company, on the terms and
conditions herein provided.
In order to effect the foregoing, the Company and the Executive wish to
enter into an employment agreement on the terms and conditions set forth below.
Accordingly, in consideration of the premises and the respective covenants
and agreements of the parties herein contained, and intending to be legally
bound hereby, the parties hereto agree as follows:
1. Employment. The Company hereby agrees to continue to employ the
Executive, and the Executive hereby agrees to continue to serve
the Company, on the terms and conditions set forth herein.
2. Term. This Agreement shall commence on the date set forth above
(the "Commencement Date") and shall expire on the last day of the
twenty-fourth (24th) month immediately following the Commencement
Date (the "Initial Term"), unless further extended or sooner
terminated as hereinafter provided. Commencing on the first day of
the twelfth (12th) month immediately following the Commencement
Date, and on each anniversary of such date thereafter, the term of
this Agreement shall automatically be extended for one additional
year (each such one-year extension referred to hereafter as an
"Extended Term"), unless, not later than twelve (12) months prior
to the expiration of the Initial Term or any Extended Term, the
Company shall have given notice to the Executive that it does not
wish to extend this Agreement. In no event, however, shall the
term of the Executive's employment hereunder extend beyond the
date of the Executive's actual retirement in accordance with the
Company's retirement policies in effect on the date hereof.
Notwithstanding the foregoing, (a) if a Potential Change in
Control shall have occurred during the Initial Term or any
Extended Term, the term of this Agreement shall be extended and
shall continue in effect through the last day of the twenty-fourth
(24th) month immediately following the date on which such
Potential Change in Control occurred and (b) if a Change in
Control shall have occurred during the Initial Term or any
Extended Term, the term of this Agreement shall be extended and
shall continue in effect through the last day of the
twenty-fourth (24th) month immediately following the date on which
such Change in Control occurred; provided that, if such Potential
Change in Control is abandoned prior to the occurrence of a Change
in Control, this Agreement shall expire in accordance with the
provisions hereof, without regard to such extension.
3. Position and Duties. The Executive shall continue to serve in his
current position and shall have such responsibilities, duties and
authority as he may have as of the date hereof (or any position to
which he may be promoted after the date hereof) and as may from
time to time be
<PAGE> 2
assigned to the Executive by the Board that are consistent with
such responsibilities, duties and authority. The Executive shall
devote substantially all his working time and efforts to the
business and affairs of the Company.
4. Place of Performance. In connection with the Executive's
employment by the Company, the Executive shall continue to be
based in his current location, except for required travel on the
Company's business to an extent substantially consistent with
the duties of the Executive.
5. Compensation and Related Matters.
(a) Compensation. During the period of the Executive's
employment hereunder, the Company shall pay to the
Executive an annual amount equal to the Executive's Cash
Compensation at a rate not less than the rate in effect as
of the date hereof or such higher rate as may from time to
time be determined by the Board, such compensation to be
paid in such installments as are customary from time to
time for executive officers of the Company. This
compensation may be increased from time to time in
accordance with normal business practices of the Company
and, if so increased, shall not thereafter during the term
of this Agreement be decreased. Such compensation shall
not be deemed exclusive and shall not prevent the Executive
from participating in any other compensation or benefit
plan of the Company. The Cash Compensation payments
(including any increased salary payments) hereunder shall
not in any way limit or reduce any other obligation of the
Company hereunder, and no other compensation, benefit or
payment hereunder shall in any way limit or reduce the
obligation of the Company to pay the Executive's Cash
Compensation hereunder.
(b) Expenses. During the term of the Executive's employment
hereunder, the Executive shall be entitled to receive
prompt reimbursement for all reasonable and customary
expenses incurred by the Executive in performing services
hereunder, including all expenses of travel and living
expenses while away from home on business or at the request
of and in the service of the Company; provided that, such
expenses are incurred and accounted for in accordance with
the policies and procedures established by the Company.
(c) Other Benefits. The Executive shall be entitled to
continue to participate in all Company and Parent
compensation, incentive, welfare or benefit plans or
arrangements, as well as any plan or arrangement whereby
the Executive may acquire securities of the Company or
Parent in effect on the date hereof in which the Executive
is participating, or subsequent plans or arrangements
providing the Executive with substantially similar benefits
thereunder, including without limitation the Company's
Employees' Profit Sharing and Savings Plan, Employees'
Pension Plan, Farmers Stock Incentive Plan, Employees'
Stock Ownership Plan, the Farmers Executive Incentive
Program (the "EIP"), the Premier Award Unit Plan (the
"Premier Plan") and any other plan or arrangement to
receive and exercise stock options or stock appreciation
rights, supplemental pension plan, insured medical
reimbursement plan, automobile benefits, executive
financial planning, group life insurance plan, personal
catastrophe liability insurance, medical, dental, accident
and disability plans (each a "Benefit Plan"). The
Executive shall be entitled to participate in or receive
benefits under any Benefit Plan made available by the
Company in the future to its executives and key management
employees, subject to and on a basis consistent with the
terms, conditions and overall administration of such plans
and arrangements. Nothing paid to the Executive under any
Benefit Plan presently in effect or made available in the
future shall be deemed to be in lieu of the salary payable
to the Executive pursuant to paragraph (a) of this Section.
Any payments or benefits payable to the Executive hereunder
in respect of any calendar year during which the
<PAGE> 3
Executive is employed by the Company for less than the
entire such year shall, unless otherwise provided in the
applicable Benefit Plan be prorated in accordance with the
number of days in such calendar year during which he is so
employed.
(d) Vacations. The Executive shall be entitled to no less than
the number of vacation days in each calendar year, and to
compensation in respect of earned but unused vacation days,
determined in accordance with the Company's vacation policy
as in effect on the date hereof.
(e) Services Furnished. The Company shall furnish the
Executive with office space, stenographic assistance and
such other facilities and services as shall be suitable to
the Executive's position and adequate for the performance
of his duties as set forth in Section 3 hereof.
6. Termination. Without prejudice to Section 2 hereof, the
Executive's employment hereunder may be terminated without any
breach of this Agreement only under the following circumstances:
(a) Death. The Executive's employment hereunder shall
terminate upon his death.
(b) Disability. If, (i) as a result of the Executive's
incapacity due to physical or mental illness, the Executive
shall have been absent from his duties with the Company on
a full-time basis for the entire period of six (6)
consecutive months, and within thirty (30) days after
written "Notice of Termination" (as defined in Section 12
below) is thereafter given by the Company (which may occur
before or after the end of such six month period) the
Executive shall not have returned to the performance of his
duties hereunder on a full-time basis, or (ii) the
Executive becomes eligible for benefits under the Company's
long-term disability plan or any successor plan, the
Company may terminate this Agreement and the Executive's
employment hereunder for "Disability."
(c) Cause. The Company may, in writing and without prior
notice, terminate the Executive's employment hereunder for
Cause (except as otherwise provided in clause (iv) of
subsection 13(d) (iv)). Notwithstanding the foregoing, the
Executive shall have the right to contest his termination
for Cause (for purposes of this Agreement) by mediation in
accordance with the provisions of this Agreement as set
forth in Section 17 herein.
(d) Termination by the Executive. The Executive may terminate
his employment hereunder for Good Reason. For purposes of
any determination regarding the existence of Good Reason,
any claim by the Executive that Good Reason exists shall be
presumed to be correct unless the Company establishes to
the then existing Compensation Committee of the Board that
Good Reason does not exist.
7. Compensation During Disability or Upon Termination.
(a) During any period that the Executive fails to perform his
duties hereunder as a result of incapacity due to physical
or mental illness ("Disability Period"), the Executive
shall continue to receive his full salary at the rate then
in effect for such period until his employment is
terminated pursuant to Section 6(b) hereof; provided that,
payments so made to the Executive during the Disability
Period shall be reduced by the sum of the amounts, if any,
payable to the Executive at or prior to the time of any
such payment under disability benefit plans of the Company
or under the Social Security disability insurance program,
and which amounts were not previously applied to reduce any
such payment.
<PAGE> 4
(b) If the Executive's employment is terminated by his death,
the Company shall pay any amounts due to the Executive
under Section 5 through the date of his death in accordance
with Section 11(b).
(c) If the Executive's employment is terminated by the Company
for Cause or by the Executive for other than Good Reason,
the Company shall pay the Executive his full salary through
the Date of Termination at the rate in effect at the time
Notice of Termination is given and the Company shall have
no further obligations to the Executive under this
Agreement.
(d) If (1) in breach of this Agreement, the Company shall
terminate the Executive's employment other than for
Disability pursuant to Section 6(b) or for Cause (it being
understood that a purported termination for Disability
pursuant to Section 6(b) or for Cause which is disputed and
finally determined not to have been proper shall be a
termination by the Company in breach of this Agreement) or
(2) the Executive shall terminate his employment for Good
Reason, then, subject to the provisions of Section 10
hereof, the Company shall:
(i) pay the Executive his full annual base salary through
the Date of Termination at the rate in effect at the
time Notice of Termination is given and all other
unpaid amounts, if any, to which the Executive is
entitled as of the Date of Termination under any
Benefit Plan at the time such payments are due;
(ii) subject to the provisions of Section 9 hereof, in
lieu of any further salary payments to the Executive
for periods subsequent to the Date of Termination,
pay as liquidated damages to the Executive an amount
equal to two (2) times the Executive's Cash
Compensation, such payment to be made in a lump sum
in cash, on or before the fifth day following the
Date of Termination;
(iii) subject to the provisions of Section 9 hereof,
arrange to provide the Executive for two (2) years
(or such shorter period as Executive may elect), with
disability, life, accident and health insurance
substantially similar to those insurance benefits
which Executive is receiving immediately prior to the
Notice of Termination (including coverage for
dependents at the same per person cost as the
Executive is then paying); provided that, benefits
otherwise receivable by Executive pursuant to this
subsection 6 (d)(iii) shall be reduced to the extent
comparable benefits are actually received by the
Executive during such two (2) year period following
his termination (or such shorter period elected by
the Executive), and any such benefits actually
received by Executive shall be reported by him to the
Company;
(iv) subject to the provisions of Section 9 hereof, pay
the Executive a benefit under the Premier Plan (or
other long term incentive plan) as if he had
terminated employment by reason of his retirement
(without regard to whether the Executive has, and
without deeming the Executive to have, reached his
normal retirement age) and as if any remaining
performance criteria and any time period of service
requirement had been waived; and
(v) subject to the provisions of Section 9 hereof, pay to
the Executive a single lump sum payment equal to the
excess of (x) over (y), where (x) is equal to the
present lump sum value of the combined pension
benefits that the Executive would receive under the
Employees' Pension Plan (the "Pension Plan"),
taking into account Article XV thereof, the Employee
Benefits Restoration Plan (the
<PAGE> 5
"Restoration Plan") and providing supplemental
pension benefits (collectively, the "Plans"), at his
earliest benefit commencement date under the Pension
Plan computed by increasing, in the case of each
Plan, the number of years of credited service
actually taken into account under each Plan as
of the date of his termination of employment, or,
if earlier, the termination of the Pension Plan, by
two (2) years, and (y) is equal to the present lump
sum value of the combined pension benefits actually
payable to the Executive on his earliest benefit
commencement date under the Pension Plan (taking into
account Article XV thereof), the Restoration Plan
and the Agreement based, in the case of each
Plan, on the actual number of years of
credited service actually taken into account under
each Plan as of the date of his termination of
employment, or, if earlier, the termination of the
Pension Plan. The foregoing lump sum present value
amount, shall be computed using the actuarial factors
under the Pension Plan in effect on the date of the
Executive's termination of employment or, if earlier,
the termination of the Pension Plan.
Notwithstanding the foregoing, in the event the Executive does
not have two (2) full years remaining until the Executive's
mandatory-retirement date under the Company's retirement
policies, for purposes of this Section 7, the minimum two (2)
year period set forth above shall automatically be reduced to
the number of years and/or partial years (measured by months)
remaining until such Executive's retirement. For example, if
Executive terminated his employment for Good Reason six months
before mandatory retirement, the minimum two (2) year period set
forth above would be reduced from 2 to 1.5. For purposes of this
Agreement, the mandatory retirement age of an Executive shall
be 65.
8. Indemnification for Excise Tax.
(a) Notwithstanding any other provisions of this Agreement, in
the event that any of the payments or benefits received or
to be received by the Executive in connection with a
"change in control" (as defined in Section 280G of the
Code) (whether pursuant to the terms of this Agreement or
any other plan, arrangement or agreement with the Company,
any Person whose actions result in a change in control or
any Person affiliated with the Company or such Person)
(such payments or benefits, excluding the Gross-Up Payment,
being hereinafter referred to as the "Total Payments") will
be subject to the Excise Tax, the Company shall pay to the
Executive an additional amount (the "Gross-Up Payment")
such that the net amount retained by the Executive, after
deduction of any Excise Tax on the Total Payments and any
federal, state and local income and employment taxes and
Excise Tax upon the Gross-Up Payment, shall be equal to the
Total Payments.
(b) For purposes of determining whether any of the Total
Payments will be subject to the Excise Tax and the amount
of such Excise Tax, (i) all of the Total Payments shall be
treated as "parachute payments" (within the meaning of
section 280G(b)(2) of the Code) unless, in the opinion of
tax counsel ("Tax Counsel") reasonably acceptable to the
Executive and selected by the accounting firm which was,
immediately prior to the change in control, the Company's
independent auditor (the "Auditor"), such payments or
benefits (in whole or in part) do not constitute parachute
payments, including by reason of section 280G(b)(4)(A) of
the Code, (ii) all "excess parachute payments" within the
meaning of section 280G(b)(1) of the Code shall be treated
as subject to the Excise Tax unless, in the opinion of Tax
Counsel, such excess parachute payments (in whole or in
part) represent reasonable compensation for services
actually rendered (within the meaning of section 280G(b)(4)
(B) of the Code) in excess of the Base Amount allocable to
such reasonable compensation, or are otherwise not subject
to the Excise Tax, and (iii) the value of any noncash
benefits or any deferred payment
<PAGE> 6
or benefit shall be determined by the Auditor in accordance
with the principles of sections 280G(d)(3) and (4) of the
Code. For purposes of determining the amount of the
Gross-Up Payment, the Executive shall be deemed to pay
federal income tax at the highest marginal rate of federal
income taxation in the calendar year in which the Gross-Up
Payment is to be made and state and local income taxes at
the highest marginal rate of taxation in the state and
locality of the Executive's residence on the Date of
Termination (or if there is no Date of Termination, then
the date on which the Gross-Up Payment is calculated for
purposes of this Section 8), net of the maximum reduction
in federal income taxes which could be obtained from
deduction of such state and local taxes.
(c) In the event that the Excise Tax is finally determined to
be less than the amount taken into account hereunder in
calculating the Gross-Up Payment, the Executive shall repay
to the Company, within five (5) business days following the
time that the amount of such reduction in the Excise Tax is
finally determined, the portion of the Gross-Up Payment
attributable to such reduction (plus that portion of the
Gross-Up Payment attributable to the Excise Tax and
federal, state and local income and employment taxes
imposed on the Gross-Up Payment being repaid by the
Executive, to the extent that such repayment results in a
reduction in the Excise Tax and a dollar-for-dollar
reduction in the Executive's taxable income and wages for
purposes of federal, state and local income and employment
taxes, plus interest on the amount of such repayment at
120% of the rate provided in section 1274(b)(2)(B) of the
Code. In the event that the Excise Tax is determined to
exceed the amount taken into account hereunder in
calculating the Gross-Up Payment (including by reason of
any payment the existence or amount of which cannot be
determined at the time of the Gross-Up Payment), the
Company shall make an additional Gross-Up Payment in
respect of such excess (plus any interest, penalties or
additions payable by the Executive with respect to such
excess) within five (5) business days following the time
that the amount of such excess is finally determined. The
Executive and the Company shall each reasonably cooperate
with the other in connection with any administrative or
judicial proceedings concerning the existence or amount of
liability for Excise Tax with respect to the Total Payments.
(d) Preparation of Tax Return. The Company, at its expense,
agrees to supply the Executive with advice from competent
tax counsel as to whether said Executive must reflect and
pay an excise tax under Sections 280G and 4999 of the Code
on the filing of any federal income tax return of said
Executive relating to the period or periods in which said
Executive received payments or benefits under this
Agreement which may result in the imposition of such an
excise tax. If such tax counsel advises that such excise
tax must be reflected and paid on such tax return, said
Executive agrees to so reflect and pay such tax at which
time the Company will reimburse said Executive in
accordance with this Section 8. If such tax counsel
advises that such excise tax need not be reflected and paid
on such tax return, said Executive agrees to prepare and
file his tax return in accordance with such advice. In
either case the Company shall indemnify said Executive in
accordance with Section 8(a) of this Agreement for any
subsequent assessment of excise taxes made by the Internal
Revenue Service under Section 4999 of the Code in
accordance with the provisions of this Section 8.
(e) Duty to Cooperate. The Executive agrees promptly to notify
the Company in the event of any audit by the Internal
Revenue Service ("IRS") in which the IRS asserts that any
excise tax should be assessed against said Executive and to
cooperate with the Company in contesting (at the Company's
expense) any such proposed assessment. Said Executive
agrees not to settle or compromise any such assessment
without the Company's consent. If said Executive's failure
to settle a proposed
<PAGE> 7
assessment with respect to such excise tax ("Proposed
Assessment") at the direction of the Company is the reason
his overall audit cannot be finally resolved, then said
Executive may demand that the Company consent to
settle the Proposed Assessment. If the Company does not
settle the Proposed Assessment, or consent to allow said
Executive to settle, within sixty (60) days, the Company
shall indemnify and hold harmless said Executive from any
additional interest or penalties resulting from the delay
in finally resolving the audit.
9. Effect of Agreement on Other Contractual Rights. The provisions
of this Agreement, and any payment provided for hereunder, shall
not reduce any amounts otherwise payable, or in any way diminish
the Executive's existing rights, or rights which would accrue
solely as a result of the passage of time, under any Benefit Plan
or other contract, plan or arrangement.
10. Restrictive Covenants.
(a) During the term of this Agreement, Executive shall not,
directly or indirectly, without the prior written consent
of the Company, provide consultative service to (with or
without pay), own, manage, operate, join, control,
participate in, or be connected with (as a stockholder,
partner, officer, director, employee or otherwise) any
business, individual, partner, firm, corporation, or other
entity that directly or indirectly competes with the
Company (a "Competitor of the Company"); provided that, the
"beneficial ownership" by Executive, either individually or
as a member of a "group," as such terms are used in Rule
13d of the General Rules and Regulations Exchange Act, of
not more than five percent (5%) of the voting stock of any
publicly held corporation shall not be a violation of this
Agreement.
(b) Confidential Information. Executive acknowledges that in
his employment hereunder he occupies a position of trust
and confidence. During the term of the Agreement and for
all periods thereafter, Executive shall not, except as may
be required to perform his duties hereunder or as required
by applicable law, and except for information which is or
becomes publicly available other than as a result of a
breach by the Executive of the provisions hereof, disclose
to others or use, whether directly or indirectly, any
Confidential Information. Executive acknowledges that such
Confidential Information is specialized, unique in nature
and of great value to the Company, and that such
information gives the Company a competitive advantage. The
Executive agrees to deliver or return to the Company, at
the Company's request at any time or upon termination or
expiration of his employment or as soon thereafter as
possible, all documents, computer tapes and disks, records,
lists, data, drawings, prints, notes and written
information (and all copies thereof) furnished by the
Company or prepared by the Executive during the term of his
employment by the Company.
(c) Business Diversion. During the term of this Agreement and
any Severance Period thereafter, Executive shall not,
directly or indirectly, influence or attempt to influence
customers or suppliers of the Company to divert their
business to any Competitor of the Company.
(d) Nonsolicitation. Executive recognizes that he will possess
confidential information about other employees of the
Company, relating to, among other things, their education,
experience, skills, abilities, compensation and benefits,
and inter-personal relationships with suppliers and
customers of the Company. Executive recognizes that the
information he will possess about these other employees is
not generally known, is of substantial value to the
Company and will be acquired by him because of his business
position with the Company. Executive agrees that, during
the term of
<PAGE> 8
this Agreement and for one (1) year thereafter, he will
not, directly or indirectly, solicit or recruit any
employee of the Company for the purpose of being employed by
him or by any other person on whose behalf he is acting as
an agent, representative or employee and that he will not
convey any such confidential information or trade secrets
about other employees of the Company.
11. Successors; Binding Agreement.
(a) In connection with any agreement to which it is a party, the
Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of
the Company, by agreement in form and substance satisfactory
to the Executive, to expressly assume and agree to perform
this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to
obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a breach of
this Agreement and shall entitle the Executive to
compensation from the Company in the same amount and on the
same terms as he would be entitled to hereunder if he
terminated his employment for Good Reason, except that for
purposes of implementing the foregoing, the date on which
any such succession becomes effective shall be deemed the
Date of Termination. As used in this Agreement, "Company"
shall mean the Company as herein before defined and any
successor to its business and/or assets as aforesaid which
executes and delivers the agreement provided for in this
Section 11 or which otherwise becomes bound by all the terms
and provisions of this Agreement by operation of law.
(b) This Agreement shall inure to the benefit of and be
enforceable by the Executive's personal and legal
representatives, executors, administrators, successors,
heirs, distributees, devises and legatees. If the
Executive should die while any amounts are still payable to
him hereunder, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this
Agreement to the Executive's devisee, legatee, or other
designee or, if there be no such designee, to the
Executive's estate.
12. Notice/Notice of Termination. For purposes of this Agreement,
notices and all other communications provided for in the Agreement
shall be in writing and shall be deemed to have been duly given
when delivered or mailed by United States registered mail, return
receipt requested, postage prepaid, as follows: if to the
Company - Farmers Group, Inc., 4680 Wilshire Boulevard, Los
Angeles, California 90010, Attention: Secretary; and if to the
Executive at the address specified at the end of this Agreement.
Notice may also be given at such other address as either party may
have furnished to the other in writing in accordance herewith,
except that notices of change of address shall be effective only
upon receipt. Any purported termination of the Executive's
employment by the Company or the Executive hereunder shall be
communicated by a Notice of Termination to the other party as set
forth herein. For purposes of this Agreement, a "Notice of
Termination" shall mean a written notice which shall indicate
those specific termination provisions in this Agreement relied
upon and which sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the
Executive's employment under the provision of Sections 6(b),
(c) and (d) hereof.
<PAGE> 9
13. Definitions.
Terms not otherwise defined in this Agreement shall have the
meanings set forth in this Section 13.
(a) Beneficial Owner. "Beneficial Owner" shall have the meaning
of such term as defined in Rule 13d-3 of the Exchange Act.
(b) Cash Compensation. "Cash Compensation" shall mean the sum
of (x) the average of the final three (3) year's base salary
of the Executive, and (y) an amount equal to the sum of (i)
the average of the final three (3) year's cash bonus paid to
the Executive under the EIP or any other bonus plan of the
Company, for any of the fiscal years ended during the term
of this Agreement, and (ii) the average of the amounts
allocated to the Executive under the Employee's Profit
Sharing and Savings Trust for such years.
(c) Cause. "Cause" shall mean: (i) the commission of a felony
(other than driving while intoxicated or while under the
influence of alcohol or drugs), (ii) the engaging by
Executive in misconduct involving dishonesty which is
injurious to the Company, monetarily or otherwise or which
is inimical to the effective performance of the Executive's
duties, (iii) a willful dereliction of duty or intentional
and malicious conduct contrary to the best interests of the
Company or its business if such dereliction of duty or
misconduct is not corrected within thirty (30) days after
written notice hereof from the Company, (iv) a refusal to
perform reasonable services customarily performed by the
Executive (other than by reason of a Disability); unless
such refusal, if capable of being corrected, is corrected
within thirty (30) days after written notice thereof from
the Company, or (v) the Executive's engaging in conduct that
violates the Restrictive Covenants set forth in Section 10
hereof.
(d) Change in Control. A "Change in Control" of the Company
shall be deemed to have occurred if the event set forth in
any one of the following paragraphs shall have occurred:
(i) any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company
(other than Parent) representing 30% or more of the
combined voting power of the then outstanding
securities of the Company, excluding any Person who
becomes such a Beneficial Owner in connection with a
transaction described in clause (x) of paragraph (iv)
below; or
(ii) members of the public become the Beneficial Owners,
directly or indirectly, of securities of the Company
(other than Parent) representing 60% or more of the
combined voting power of the then outstanding
securities of the Company; or
(iii) the following individuals cease for any reason to
constitute a majority of the number of directors of
the Board then serving: individuals who, on the date
hereof, constitute such board and any new director
(other than a director whose initial assumption of
office is in connection with an actual or threatened
election contest, including but not limited to a
consent solicitation, relating to the election of
directors of the Company) whose appointment or
election by such board or nomination for election by
stockholders was approved or recommended by a vote of
at least two-thirds (2/3) of the directors then still
in office who either were directors on the date hereof
or whose appointment,
<PAGE> 10
election or nomination for election was previously so
approved or recommended; or
(iv) there is consummated a merger or consolidation of the
Company, Parent or any direct or indirect subsidiary
of the Company with any other corporation, other than
(x) a merger or consolidation which would result in
the voting securities of the Company outstanding
immediately prior to such merger or consolidation
continuing to represent (either by remaining
outstanding or by being converted into voting
securities of the surviving entity or any parent
thereof), in combination with the ownership of any
trustee or other fiduciary holding securities under
an employee benefit plan of Parent, the Company or
any subsidiary of the Company, at least 60% of the
combined voting power of the securities of the Company
or such surviving entity or any parent thereof
outstanding immediately after such merger or
consolidation, or (y) a merger or consolidation
effected to implement a recapitalization of Parent or
the Company (or similar transaction) in which no
Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not
including in the securities Beneficially Owned by such
Person, any securities acquired directly from the
Company, other than in connection with the acquisition
by the Company or its affiliates of a business)
representing 30% or more of the combined voting power
of the Company's then outstanding securities; or
(v) the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or
there is consummated an agreement for the sale or
disposition by the Company of all or substantially all
of the assets of the Company, other than a sale or
disposition by the Company of all or substantially all
of the assets of the Company, to an entity, at least
60% of the combined voting power of the voting
securities of which are owned by stockholders of the
Company in substantially the same proportions as their
ownership of the Company immediately prior to such
sale.
(e) Confidential Information. "Confidential Information" shall
mean information about the Company and its respective
suppliers, clients and customers that is not disclosed by
the Company for financial reporting purposes and that was
learned by Executive in the course of his employment
hereunder, including (without limitation) proprietary
knowledge, trade secrets, market research, data, formulae,
information and supplier, client and customer lists and all
papers, resumes, and records (including computer records) of
the documents containing such Confidential Information.
(f) Date of Termination. "Date of Termination" shall mean (i)
if the Executive's employment is terminated by his death,
the date of his death, (ii) if the Executive's employment
is terminated pursuant to subsection (b) above, thirty (30)
days after Notice of Termination is given (provided that the
Executive shall not have returned to the performance of his
duties on a full-time basis during such thirty (30) day
period), (iii) if the Executive's employment is terminated
pursuant to subsection (c) above, the date specified in the
Notice of Termination, and (iv) if the Executive's
employment is terminated for any other reason, the date on
which a Notice of Termination is given; provided that, if
within thirty (30) days after any Notice of Termination is
given the party receiving such Notice of Termination
notifies the other party that a dispute exists concerning
the termination, the Date of Termination shall be the date
on which the dispute is finally determined, either by mutual
written agreement of the parties or by a final judgment,
order or decree of a court of competent jurisdiction (the
time for appeal there from having expired and no appeal
having been perfected).
<PAGE> 11
(g) Exchange Act. "Exchange Act" shall mean the Securities
Exchange Act of 1934 as amended from time to time and as now
or hereafter construed, interpreted and applied by
regulations, rulings and cases.
(h) Good Reason. The Executive's termination of employment with
the Company shall be deemed for "Good Reason" if it occurs
within twelve (12) months of any of the following without
the Executive's express written consent:
(i) the assignment to the Executive by the Company of
duties inconsistent with, or a substantial adverse
alteration in the nature or status of, Executive's
responsibilities as of the date hereof;
(ii) a reduction by the Company in the Executive's annual
Cash Compensation as in effect on the date hereof or
as in effect from time to time if such amounts are
increased during the term of this Agreement;
(iii) any failure by the Company to continue in effect
without substantial change any Benefit Plan, or the
taking of any action by the Company which would
adversely affect the Executive's participation in or
materially reduce the Executive's benefits under any
such Benefit Plan (including a more than 10% reduction
from the highest percentage of available EIP award
paid in the three (3) immediately preceding calendar
years to the Executive) or deprive the Executive of
any material fringe benefit currently enjoyed by the
Executive unless an equitable substitute arrangement
(embodied in an ongoing substitute or alternative
Benefit Plan) has been made for the benefit of the
Executive with respect to the Benefit Plan in
question;
(iv) any material breach by the Company of any provision of
this Agreement which, if capable of being rectified by
the Company, is not rectified within thirty (30) days
of notice (which notice specifies the nature of such
breach);
(v) any failure by the Company to obtain the assumption of
this Agreement by any successor or assign of the
Company; or
(vi) any purported termination of the Executive's
employment by the Company which is not effected
pursuant to a Notice of Termination satisfying the
requirements of Section 12 above, and for purposes of
this Agreement, no such purported termination shall be
effective.
(i) Parent. "Parent" shall mean the ultimate controlling
parent of the Company.
(j) Person. "Person" shall have the meaning of such term as
used in Section (3)(a)(9) of the Exchange Act.
(k) Potential Change in Control. A "Potential Change in
Control" shall be deemed to have occurred if the event set
forth in any one of the following paragraphs shall have
occurred:
(i) the Company, Parent or any Person publicly announces
an intention to take or to consider taking actions
which, if consummated, would constitute a Change in
Control;
(ii) in connection with the purchase of the voting
securities of the Company, any person, or group of
persons, file or are required to file, an application
seeking
<PAGE> 12
approval of insurance regulatory authorities
relative to the acquisition of control of a domestic
insurer or reciprocal exchanges;
(iii) the Company or Parent enters into an agreement, the
consummation of which would result in the occurrence
of a Change in Control;
(iv) any Person becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (other than
Parent) representing 15% or more of either the then
outstanding shares of common stock of the Company or
the combined voting power of the then outstanding
securities of the Company (not including in the
securities beneficially owned by such Person or any
securities acquired directly from the Company).
For purposes of this Agreement, a Potential Change in
Control shall be deemed to have been abandoned if, prior to
a Change in Control (and provided that no Change in Control
occurs within 180 days thereafter), (A) in connection with
a Potential Change in Control described in (k)(i) above, an
announcement is made recanting such intention, (B) in
connection with a Potential Change in control described in
(k)(ii) above such approval is formally rejected, (C) in
connection with a Potential Change in Control described in
(k)(iii) above, such agreement is abandoned prior to
consummation, (D) in connection with a Potential Change in
Control described in (k)(iv) above, such Person ceases to
be a Beneficial Owner, directly or indirectly, of
securities of the Company representing 15% or more of such
securities; or (E) the Board adopts a resolution to the
effect that, for purposes of this Agreement, such Potential
Change in Control has been abandoned.
14. Miscellaneous. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge
is agreed to in writing signed by the Executive and the Company. No
waiver by either party hereto at any time of any breach by the other
party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect
to the subject matter hereof have been made by either party which
are not set forth expressly in this agreement.
15. Validity. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which
shall remain in full force and effect.
16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
17. Mediation. Before any party commences an action for damages or
other relief (except injunctive relief that is sought by the Company
for an alleged violation of Section 10 of this Agreement), Executive
and the Company agree to submit any dispute, claim or controversy
arising out of or relating to this Agreement, including the breach,
termination or validity thereof (a "Dispute") to non-binding
mediation. The mediation provided for in this Section shall occur
before a retired judge who shall be selected by the parties from
JAMS/Endispute. If the parties are unable to agree upon a mediator,
a mediator will be selected from JAMS/Endispute pursuant to its
applicable rules then in existence. The mediation shall occur
within 45 days following the appointment of the mediator. In
connection with the mediation, each party shall bear his or its own
attorneys' fees and costs and the mediator's fee shall be paid in
equal shares by the parties to the mediation. Notwithstanding the
foregoing, the
<PAGE> 13
Company shall be entitled to seek a restraining order or injunction
in any court of competent jurisdiction to prevent any
continuation of any violation of the provisions of Section 10 of the
Agreement and the Executive hereby consents that such restraining
order or injunction may be granted without the necessity of the
Company's posting any bond and, provided further that, the Executive
shall be entitled to seek specific performance of his right to be
paid until the Date of Termination during the pendency of any
dispute or controversy arising under or in connection with this
Agreement.
18. Controlling Law. This Agreement and the rights of the parties
hereunder shall be governed by and construed and enforced in
accordance with laws of the State of California (excluding its
conflict of laws, principles, statutes or other similar laws)
including all matters of construction, validity, performance and
enforcement.
19. Entire Agreement. This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein
and supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether
oral or written, by any officer, employee or representative of any
party hereto; and any prior agreement of the parties hereto in
respect of the subject matter contained herein is hereby terminated
and cancelled.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date and
year first above written.
FARMERS GROUP, INC., a Nevada corporation
By: /s/ Jason L. Katz
---------------------------
Name: Jason L. Katz
Title: Senior Vice President and
General Counsel
Martin D. Feinstein
/s/ Martin D. Feinstein
- ------------------------------
(Signature)
Martin D. Feinstein
- ------------------------------
(Name)
<PAGE> 14
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement"), dated as of October 15,
1997, is made and entered into by and between Farmers Group, Inc., a Nevada
corporation (the "Company") and Jason L. Katz (the "Executive").
The Executive is presently employed by the Company.
The Board of Directors of the Company (the "Board") recognizes that the
Executive's contribution to the growth and success of the Company has been
substantial. The Company, on behalf of itself and its stockholders, desires
to continue to attract and retain well-qualified executive and key personnel
who are an integral part of the management of the Company, such as the
Executive, and to assure itself of continuity of management. The Executive is
willing to commit himself to continue to serve the Company, on the terms and
conditions herein provided.
In order to effect the foregoing, the Company and the Executive wish to
enter into an employment agreement on the terms and conditions set forth below.
Accordingly, in consideration of the premises and the respective covenants
and agreements of the parties herein contained, and intending to be legally
bound hereby, the parties hereto agree as follows:
1. Employment. The Company hereby agrees to continue to employ the
Executive, and the Executive hereby agrees to continue to serve
the Company, on the terms and conditions set forth herein.
2. Term. This Agreement shall commence on the date set forth above
(the "Commencement Date") and shall expire on the last day of the
twenty-fourth (24th) month immediately following the Commencement
Date (the "Initial Term"), unless further extended or sooner
terminated as hereinafter provided. Commencing on the first day of
the twelfth (12th) month immediately following the Commencement
Date, and on each anniversary of such date thereafter, the term of
this Agreement shall automatically be extended for one additional
year (each such one-year extension referred to hereafter as an
"Extended Term"), unless, not later than twelve (12) months prior
to the expiration of the Initial Term or any Extended Term, the
Company shall have given notice to the Executive that it does not
wish to extend this Agreement. In no event, however, shall the
term of the Executive's employment hereunder extend beyond the
date of the Executive's actual retirement in accordance with the
Company's retirement policies in effect on the date hereof.
Notwithstanding the foregoing, (a) if a Potential Change in
Control shall have occurred during the Initial Term or any
Extended Term, the term of this Agreement shall be extended and
shall continue in effect through the last day of the twenty-fourth
(24th) month immediately following the date on which such
Potential Change in Control occurred and (b) if a Change in
Control shall have occurred during the Initial Term or any
Extended Term, the term of this Agreement shall be extended and
shall continue in effect through the last day of the
twenty-fourth (24th) month immediately following the date on which
such Change in Control occurred; provided that, if such Potential
Change in Control is abandoned prior to the occurrence of a Change
in Control, this Agreement shall expire in accordance with the
provisions hereof, without regard to such extension.
3. Position and Duties. The Executive shall continue to serve in his
current position and shall have such responsibilities, duties and
authority as he may have as of the date hereof (or any position to
which he may be promoted after the date hereof) and as may from
time to time be
<PAGE> 15
assigned to the Executive by the Board that are consistent with
such responsibilities, duties and authority. The Executive shall
devote substantially all his working time and efforts to the
business and affairs of the Company.
4. Place of Performance. In connection with the Executive's
employment by the Company, the Executive shall continue to be
based in his current location, except for required travel on the
Company's business to an extent substantially consistent with
the duties of the Executive.
5. Compensation and Related Matters.
(a) Compensation. During the period of the Executive's
employment hereunder, the Company shall pay to the
Executive an annual amount equal to the Executive's Cash
Compensation at a rate not less than the rate in effect as
of the date hereof or such higher rate as may from time to
time be determined by the Board, such compensation to be
paid in such installments as are customary from time to
time for executive officers of the Company. This
compensation may be increased from time to time in
accordance with normal business practices of the Company
and, if so increased, shall not thereafter during the term
of this Agreement be decreased. Such compensation shall
not be deemed exclusive and shall not prevent the Executive
from participating in any other compensation or benefit
plan of the Company. The Cash Compensation payments
(including any increased salary payments) hereunder shall
not in any way limit or reduce any other obligation of the
Company hereunder, and no other compensation, benefit or
payment hereunder shall in any way limit or reduce the
obligation of the Company to pay the Executive's Cash
Compensation hereunder.
(b) Expenses. During the term of the Executive's employment
hereunder, the Executive shall be entitled to receive
prompt reimbursement for all reasonable and customary
expenses incurred by the Executive in performing services
hereunder, including all expenses of travel and living
expenses while away from home on business or at the request
of and in the service of the Company; provided that, such
expenses are incurred and accounted for in accordance with
the policies and procedures established by the Company.
(c) Other Benefits. The Executive shall be entitled to
continue to participate in all Company and Parent
compensation, incentive, welfare or benefit plans or
arrangements, as well as any plan or arrangement whereby
the Executive may acquire securities of the Company or
Parent in effect on the date hereof in which the Executive
is participating, or subsequent plans or arrangements
providing the Executive with substantially similar benefits
thereunder, including without limitation the Company's
Employees' Profit Sharing and Savings Plan, Employees'
Pension Plan, Farmers Stock Incentive Plan, Employees'
Stock Ownership Plan, the Farmers Executive Incentive
Program (the "EIP"), the Premier Award Unit Plan (the
"Premier Plan") and any other plan or arrangement to
receive and exercise stock options or stock appreciation
rights, supplemental pension plan, insured medical
reimbursement plan, automobile benefits, executive
financial planning, group life insurance plan, personal
catastrophe liability insurance, medical, dental, accident
and disability plans (each a "Benefit Plan"). The
Executive shall be entitled to participate in or receive
benefits under any Benefit Plan made available by the
Company in the future to its executives and key management
employees, subject to and on a basis consistent with the
terms, conditions and overall administration of such plans
and arrangements. Nothing paid to the Executive under any
Benefit Plan presently in effect or made available in the
future shall be deemed to be in lieu of the salary payable
to the Executive pursuant to paragraph (a) of this Section.
Any payments or benefits payable to the Executive hereunder
in respect of any calendar year during which the
<PAGE> 16
Executive is employed by the Company for less than the
entire such year shall, unless otherwise provided in the
applicable Benefit Plan be prorated in accordance with the
number of days in such calendar year during which he is so
employed.
(d) Vacations. The Executive shall be entitled to no less than
the number of vacation days in each calendar year, and to
compensation in respect of earned but unused vacation days,
determined in accordance with the Company's vacation policy
as in effect on the date hereof.
(e) Services Furnished. The Company shall furnish the
Executive with office space, stenographic assistance and
such other facilities and services as shall be suitable to
the Executive's position and adequate for the performance
of his duties as set forth in Section 3 hereof.
6. Termination. Without prejudice to Section 2 hereof, the
Executive's employment hereunder may be terminated without any
breach of this Agreement only under the following circumstances:
(a) Death. The Executive's employment hereunder shall
terminate upon his death.
(b) Disability. If, (i) as a result of the Executive's
incapacity due to physical or mental illness, the Executive
shall have been absent from his duties with the Company on
a full-time basis for the entire period of six (6)
consecutive months, and within thirty (30) days after
written "Notice of Termination" (as defined in Section 12
below) is thereafter given by the Company (which may occur
before or after the end of such six month period) the
Executive shall not have returned to the performance of his
duties hereunder on a full-time basis, or (ii) the
Executive becomes eligible for benefits under the Company's
long-term disability plan or any successor plan, the
Company may terminate this Agreement and the Executive's
employment hereunder for "Disability."
(c) Cause. The Company may, in writing and without prior
notice, terminate the Executive's employment hereunder for
Cause (except as otherwise provided in clause (iv) of
subsection 13(d) (iv)). Notwithstanding the foregoing, the
Executive shall have the right to contest his termination
for Cause (for purposes of this Agreement) by mediation in
accordance with the provisions of this Agreement as set
forth in Section 17 herein.
(d) Termination by the Executive. The Executive may terminate
his employment hereunder for Good Reason. For purposes of
any determination regarding the existence of Good Reason,
any claim by the Executive that Good Reason exists shall be
presumed to be correct unless the Company establishes to
the then existing Compensation Committee of the Board that
Good Reason does not exist.
7. Compensation During Disability or Upon Termination.
(a) During any period that the Executive fails to perform his
duties hereunder as a result of incapacity due to physical
or mental illness ("Disability Period"), the Executive
shall continue to receive his full salary at the rate then
in effect for such period until his employment is
terminated pursuant to Section 6(b) hereof; provided that,
payments so made to the Executive during the Disability
Period shall be reduced by the sum of the amounts, if any,
payable to the Executive at or prior to the time of any
such payment under disability benefit plans of the Company
or under the Social Security disability insurance program,
and which amounts were not previously applied to reduce any
such payment.
<PAGE> 17
(b) If the Executive's employment is terminated by his death,
the Company shall pay any amounts due to the Executive
under Section 5 through the date of his death in accordance
with Section 11(b).
(c) If the Executive's employment is terminated by the Company
for Cause or by the Executive for other than Good Reason,
the Company shall pay the Executive his full salary through
the Date of Termination at the rate in effect at the time
Notice of Termination is given and the Company shall have
no further obligations to the Executive under this
Agreement.
(d) If (1) in breach of this Agreement, the Company shall
terminate the Executive's employment other than for
Disability pursuant to Section 6(b) or for Cause (it being
understood that a purported termination for Disability
pursuant to Section 6(b) or for Cause which is disputed and
finally determined not to have been proper shall be a
termination by the Company in breach of this Agreement) or
(2) the Executive shall terminate his employment for Good
Reason, then, subject to the provisions of Section 10
hereof, the Company shall:
(i) pay the Executive his full annual base salary through
the Date of Termination at the rate in effect at the
time Notice of Termination is given and all other
unpaid amounts, if any, to which the Executive is
entitled as of the Date of Termination under any
Benefit Plan at the time such payments are due;
(ii) subject to the provisions of Section 9 hereof, in
lieu of any further salary payments to the Executive
for periods subsequent to the Date of Termination,
pay as liquidated damages to the Executive an amount
equal to two (2) times the Executive's Cash
Compensation, such payment to be made in a lump sum
in cash, on or before the fifth day following the
Date of Termination;
(iii) subject to the provisions of Section 9 hereof,
arrange to provide the Executive for two (2) years
(or such shorter period as Executive may elect), with
disability, life, accident and health insurance
substantially similar to those insurance benefits
which Executive is receiving immediately prior to the
Notice of Termination (including coverage for
dependents at the same per person cost as the
Executive is then paying); provided that, benefits
otherwise receivable by Executive pursuant to this
subsection 6 (d)(iii) shall be reduced to the extent
comparable benefits are actually received by the
Executive during such two (2) year period following
his termination (or such shorter period elected by
the Executive), and any such benefits actually
received by Executive shall be reported by him to the
Company;
(iv) subject to the provisions of Section 9 hereof, pay
the Executive a benefit under the Premier Plan (or
other long term incentive plan) as if he had
terminated employment by reason of his retirement
(without regard to whether the Executive has, and
without deeming the Executive to have, reached his
normal retirement age) and as if any remaining
performance criteria and any time period of service
requirement had been waived; and
(v) subject to the provisions of Section 9 hereof, pay to
the Executive a single lump sum payment equal to the
excess of (x) over (y), where (x) is equal to the
present lump sum value of the combined pension
benefits that the Executive would receive under
the Employees' Pension Plan (the "Pension Plan"),
taking into account Article XV thereof, the Employee
Benefits Restoration Plan (the
<PAGE> 18
"Restoration Plan") and providing supplemental
pension benefits (collectively, the "Plans"), at his
earliest benefit commencement date under the Pension
Plan computed by increasing, in the case of each
Plan, the number of years of credited service
actually taken into account under each Plan as of the
date of his termination of employment, or, if
earlier, the termination of the Pension Plan, by two
(2) years, and (y) is equal to the present lump sum
value of the combined pension benefits actually
payable to the Executive on his earliest benefit
commencement date under the Pension Plan (taking into
account Article XV thereof), the Restoration Plan and
the Agreement based, in the case of each Plan, on the
actual number of years of credited service actually
taken into account under each Plan as of the date of
his termination of employment, or, if earlier,
the termination of the Pension Plan. The foregoing
lump sum present value amount, shall be computed
using the actuarial factors under the Pension Plan in
effect on the date of the Executive's termination of
employment or, if earlier, the termination of the
Pension Plan.
Notwithstanding the foregoing, in the event the Executive does
not have two (2) full years remaining until the Executive's
mandatory-retirement date under the Company's retirement
policies, for purposes of this Section 7, the minimum two (2)
year period set forth above shall automatically be reduced to
the number of years and/or partial years (measured by months)
remaining until such Executive's retirement. For example, if
Executive terminated his employment for Good Reason six months
before mandatory retirement, the minimum two (2) year period set
forth above would be reduced from 2 to 1.5. For purposes of this
Agreement, the mandatory retirement age of an Executive shall
be 65.
8. Indemnification for Excise Tax.
(a) Notwithstanding any other provisions of this Agreement, in
the event that any of the payments or benefits received or
to be received by the Executive in connection with a
"change in control" (as defined in Section 280G of the
Code) (whether pursuant to the terms of this Agreement or
any other plan, arrangement or agreement with the Company,
any Person whose actions result in a change in control or
any Person affiliated with the Company or such Person)
(such payments or benefits, excluding the Gross-Up Payment,
being hereinafter referred to as the "Total Payments") will
be subject to the Excise Tax, the Company shall pay to the
Executive an additional amount (the "Gross-Up Payment")
such that the net amount retained by the Executive, after
deduction of any Excise Tax on the Total Payments and any
federal, state and local income and employment taxes and
Excise Tax upon the Gross-Up Payment, shall be equal to the
Total Payments.
(b) For purposes of determining whether any of the Total
Payments will be subject to the Excise Tax and the amount
of such Excise Tax, (i) all of the Total Payments shall be
treated as "parachute payments" (within the meaning of
section 280G(b)(2) of the Code) unless, in the opinion of
tax counsel ("Tax Counsel") reasonably acceptable to the
Executive and selected by the accounting firm which was,
immediately prior to the change in control, the Company's
independent auditor (the "Auditor"), such payments or
benefits (in whole or in part) do not constitute parachute
payments, including by reason of section 280G(b)(4)(A) of
the Code, (ii) all "excess parachute payments" within the
meaning of section 280G(b)(1) of the Code shall be treated
as subject to the Excise Tax unless, in the opinion of Tax
Counsel, such excess parachute payments (in whole or in
part) represent reasonable compensation for services
actually rendered (within the meaning of section 280G(b)(4)
(B) of the Code) in excess of the Base Amount allocable to
such reasonable compensation, or are otherwise not subject
to the Excise Tax, and (iii) the value of any noncash
benefits or any deferred payment
<PAGE> 19
or benefit shall be determined by the Auditor in accordance
with the principles of sections 280G(d)(3) and (4) of the
Code. For purposes of determining the amount of the
Gross-Up Payment, the Executive shall be deemed to pay
federal income tax at the highest marginal rate of federal
income taxation in the calendar year in which the Gross-Up
Payment is to be made and state and local income taxes at
the highest marginal rate of taxation in the state and
locality of the Executive's residence on the Date of
Termination (or if there is no Date of Termination, then
the date on which the Gross-Up Payment is calculated for
purposes of this Section 8), net of the maximum reduction
in federal income taxes which could be obtained from
deduction of such state and local taxes.
(c) In the event that the Excise Tax is finally determined to
be less than the amount taken into account hereunder in
calculating the Gross-Up Payment, the Executive shall repay
to the Company, within five (5) business days following the
time that the amount of such reduction in the Excise Tax is
finally determined, the portion of the Gross-Up Payment
attributable to such reduction (plus that portion of the
Gross-Up Payment attributable to the Excise Tax and
federal, state and local income and employment taxes
imposed on the Gross-Up Payment being repaid by the
Executive, to the extent that such repayment results in a
reduction in the Excise Tax and a dollar-for-dollar
reduction in the Executive's taxable income and wages for
purposes of federal, state and local income and employment
taxes, plus interest on the amount of such repayment at
120% of the rate provided in section 1274(b)(2)(B) of the
Code. In the event that the Excise Tax is determined to
exceed the amount taken into account hereunder in
calculating the Gross-Up Payment (including by reason of
any payment the existence or amount of which cannot be
determined at the time of the Gross-Up Payment), the
Company shall make an additional Gross-Up Payment in
respect of such excess (plus any interest, penalties or
additions payable by the Executive with respect to such
excess) within five (5) business days following the time
that the amount of such excess is finally determined. The
Executive and the Company shall each reasonably cooperate
with the other in connection with any administrative or
judicial proceedings concerning the existence or amount of
liability for Excise Tax with respect to the Total Payments.
(d) Preparation of Tax Return. The Company, at its expense,
agrees to supply the Executive with advice from competent
tax counsel as to whether said Executive must reflect and
pay an excise tax under Sections 280G and 4999 of the Code
on the filing of any federal income tax return of said
Executive relating to the period or periods in which said
Executive received payments or benefits under this
Agreement which may result in the imposition of such an
excise tax. If such tax counsel advises that such excise
tax must be reflected and paid on such tax return, said
Executive agrees to so reflect and pay such tax at which
time the Company will reimburse said Executive in
accordance with this Section 8. If such tax counsel
advises that such excise tax need not be reflected and paid
on such tax return, said Executive agrees to prepare and
file his tax return in accordance with such advice. In
either case the Company shall indemnify said Executive in
accordance with Section 8(a) of this Agreement for any
subsequent assessment of excise taxes made by the Internal
Revenue Service under Section 4999 of the Code in
accordance with the provisions of this Section 8.
(e) Duty to Cooperate. The Executive agrees promptly to notify
the Company in the event of any audit by the Internal
Revenue Service ("IRS") in which the IRS asserts that any
excise tax should be assessed against said Executive and to
cooperate with the Company in contesting (at the Company's
expense) any such proposed assessment. Said Executive
agrees not to settle or compromise any such assessment
without the Company's consent. If said Executive's failure
to settle a proposed
<PAGE> 20
assessment with respect to such excise tax ("Proposed
Assessment") at the direction of the Company
is the reason his overall audit cannot be finally resolved,
then said Executive may demand that the Company consent to
settle the Proposed Assessment. If the Company does not
settle the Proposed Assessment, or consent to allow said
Executive to settle, within sixty (60) days, the Company
shall indemnify and hold harmless said Executive from any
additional interest or penalties resulting from the delay
in finally resolving the audit.
9. Effect of Agreement on Other Contractual Rights. The provisions
of this Agreement, and any payment provided for hereunder, shall
not reduce any amounts otherwise payable, or in any way diminish
the Executive's existing rights, or rights which would accrue
solely as a result of the passage of time, under any Benefit Plan
or other contract, plan or arrangement.
10. Restrictive Covenants.
(a) During the term of this Agreement, Executive shall not,
directly or indirectly, without the prior written consent
of the Company, provide consultative service to (with or
without pay), own, manage, operate, join, control,
participate in, or be connected with (as a stockholder,
partner, officer, director, employee or otherwise) any
business, individual, partner, firm, corporation, or other
entity that directly or indirectly competes with the
Company (a "Competitor of the Company"); provided that, the
"beneficial ownership" by Executive, either individually or
as a member of a "group," as such terms are used in Rule
13d of the General Rules and Regulations Exchange Act, of
not more than five percent (5%) of the voting stock of any
publicly held corporation shall not be a violation of this
Agreement.
(b) Confidential Information. Executive acknowledges that in
his employment hereunder he occupies a position of trust
and confidence. During the term of the Agreement and for
all periods thereafter, Executive shall not, except as may
be required to perform his duties hereunder or as required
by applicable law, and except for information which is or
becomes publicly available other than as a result of a
breach by the Executive of the provisions hereof, disclose
to others or use, whether directly or indirectly, any
Confidential Information. Executive acknowledges that such
Confidential Information is specialized, unique in nature
and of great value to the Company, and that such
information gives the Company a competitive advantage. The
Executive agrees to deliver or return to the Company, at
the Company's request at any time or upon termination or
expiration of his employment or as soon thereafter as
possible, all documents, computer tapes and disks, records,
lists, data, drawings, prints, notes and written
information (and all copies thereof) furnished by the
Company or prepared by the Executive during the term of his
employment by the Company.
(c) Business Diversion. During the term of this Agreement and
any Severance Period thereafter, Executive shall not,
directly or indirectly, influence or attempt to influence
customers or suppliers of the Company to divert their
business to any Competitor of the Company.
(d) Nonsolicitation. Executive recognizes that he will possess
confidential information about other employees of the
Company, relating to, among other things, their education,
experience, skills, abilities, compensation and benefits,
and inter-personal relationships with suppliers and
customers of the Company. Executive recognizes that the
information he will possess about these other employees is
not generally known, is of substantial value to the
Company and will be acquired by him because of his business
position with the Company. Executive agrees that, during
the term of
<PAGE> 21
this Agreement and for one (1) year thereafter, he will
not, directly or indirectly, solicit or recruit any
employee of the Company for the purpose of being employed by
him or by any other person on whose behalf he is acting as
an agent, representative or employee and that he will not
convey any such confidential information or trade secrets
about other employees of the Company.
11. Successors; Binding Agreement.
(a) In connection with any agreement to which it is a party, the
Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of
the Company, by agreement in form and substance satisfactory
to the Executive, to expressly assume and agree to perform
this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to
obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a breach of
this Agreement and shall entitle the Executive to
compensation from the Company in the same amount and on the
same terms as he would be entitled to hereunder if he
terminated his employment for Good Reason, except that for
purposes of implementing the foregoing, the date on which
any such succession becomes effective shall be deemed the
Date of Termination. As used in this Agreement, "Company"
shall mean the Company as herein before defined and any
successor to its business and/or assets as aforesaid which
executes and delivers the agreement provided for in this
Section 11 or which otherwise becomes bound by all the terms
and provisions of this Agreement by operation of law.
(b) This Agreement shall inure to the benefit of and be
enforceable by the Executive's personal and legal
representatives, executors, administrators, successors,
heirs, distributees, devises and legatees. If the
Executive should die while any amounts are still payable to
him hereunder, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this
Agreement to the Executive's devisee, legatee, or other
designee or, if there be no such designee, to the
Executive's estate.
12. Notice/Notice of Termination. For purposes of this Agreement,
notices and all other communications provided for in the Agreement
shall be in writing and shall be deemed to have been duly given
when delivered or mailed by United States registered mail, return
receipt requested, postage prepaid, as follows: if to the
Company - Farmers Group, Inc., 4680 Wilshire Boulevard, Los
Angeles, California 90010, Attention: Secretary; and if to the
Executive at the address specified at the end of this Agreement.
Notice may also be given at such other address as either party may
have furnished to the other in writing in accordance herewith,
except that notices of change of address shall be effective only
upon receipt. Any purported termination of the Executive's
employment by the Company or the Executive hereunder shall be
communicated by a Notice of Termination to the other party as set
forth herein. For purposes of this Agreement, a "Notice of
Termination" shall mean a written notice which shall indicate
those specific termination provisions in this Agreement relied
upon and which sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the
Executive's employment under the provision of Sections 6(b),
(c) and (d) hereof.
<PAGE> 22
13. Definitions.
Terms not otherwise defined in this Agreement shall have the
meanings set forth in this Section 13.
(a) Beneficial Owner. "Beneficial Owner" shall have the meaning
of such term as defined in Rule 13d-3 of the Exchange Act.
(b) Cash Compensation. "Cash Compensation" shall mean the sum
of (x) the average of the final three (3) year's base salary
of the Executive, and (y) an amount equal to the sum of (i)
the average of the final three (3) year's cash bonus paid to
the Executive under the EIP or any other bonus plan of the
Company, for any of the fiscal years ended during the term
of this Agreement, and (ii) the average of the amounts
allocated to the Executive under the Employee's Profit
Sharing and Savings Trust for such years.
(c) Cause. "Cause" shall mean: (i) the commission of a felony
(other than driving while intoxicated or while under the
influence of alcohol or drugs), (ii) the engaging by
Executive in misconduct involving dishonesty which is
injurious to the Company, monetarily or otherwise or which
is inimical to the effective performance of the Executive's
duties, (iii) a willful dereliction of duty or intentional
and malicious conduct contrary to the best interests of the
Company or its business if such dereliction of duty or
misconduct is not corrected within thirty (30) days after
written notice thereof from the Company, (iv) a refusal to
perform reasonable services customarily performed by the
Executive (other than by reason of a Disability); unless
such refusal, if capable of being corrected, is corrected
within thirty (30) days after written notice thereof from
the Company, or (v) the Executive's engaging in conduct that
violates the Restrictive Covenants set forth in Section 10
hereof.
(d) Change in Control. A "Change in Control" of the Company
shall be deemed to have occurred if the event set forth in
any one of the following paragraphs shall have occurred:
(i) any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company
(other than Parent) representing 30% or more of the
combined voting power of the then outstanding
securities of the Company, excluding any Person who
becomes such a Beneficial Owner in connection with a
transaction described in clause (x) of paragraph (iv)
below; or
(ii) members of the public become the Beneficial Owners,
directly or indirectly, of securities of the Company
(other than Parent) representing 60% or more of the
combined voting power of the then outstanding
securities of the Company; or
(iii) the following individuals cease for any reason to
constitute a majority of the number of directors of
the Board then serving: individuals who, on the date
hereof, constitute such board and any new director
(other than a director whose initial assumption of
office is in connection with an actual or threatened
election contest, including but not limited to a
consent solicitation, relating to the election of
directors of the Company) whose appointment or
election by such board or nomination for election by
stockholders was approved or recommended by a vote of
at least two-thirds (2/3) of the directors then still
in office who either were directors on the date hereof
or whose appointment,
<PAGE> 23
election or nomination for election was previously so
approved or recommended; or
(iv) there is consummated a merger or consolidation of the
Company, Parent or any direct or indirect subsidiary
of the Company with any other corporation, other than
(x) a merger or consolidation which would result in
the voting securities of the Company outstanding
immediately prior to such merger or consolidation
continuing to represent (either by remaining
outstanding or by being converted into voting
securities of the surviving entity or any parent
thereof), in combination with the ownership of any
trustee or other fiduciary holding securities under
an employee benefit plan of Parent, the Company or
any subsidiary of the Company, at least 60% of the
combined voting power of the securities of the Company
or such surviving entity or any parent thereof
outstanding immediately after such merger or
consolidation, or (y) a merger or consolidation
effected to implement a recapitalization of Parent or
the Company (or similar transaction) in which no
Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not
including in the securities Beneficially Owned by such
Person, any securities acquired directly from the
Company, other than in connection with the acquisition
by the Company or its affiliates of a business)
representing 30% or more of the combined voting power
of the Company's then outstanding securities; or
(v) the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or
there is consummated an agreement for the sale or
disposition by the Company of all or substantially all
of the assets of the Company, other than a sale or
disposition by the Company of all or substantially all
of the assets of the Company, to an entity, at least
60% of the combined voting power of the voting
securities of which are owned by stockholders of the
Company in substantially the same proportions as their
ownership of the Company immediately prior to such
sale.
(e) Confidential Information. "Confidential Information" shall
mean information about the Company and its respective
suppliers, clients and customers that is not disclosed by
the Company for financial reporting purposes and that was
learned by Executive in the course of his employment
hereunder, including (without limitation) proprietary
knowledge, trade secrets, market research, data, formulae,
information and supplier, client and customer lists and all
papers, resumes, and records (including computer records) of
the documents containing such Confidential Information.
(f) Date of Termination. "Date of Termination" shall mean (i)
if the Executive's employment is terminated by his death,
the date of his death, (ii) if the Executive's employment
is terminated pursuant to subsection (b) above, thirty (30)
days after Notice of Termination is given (provided that the
Executive shall not have returned to the performance of his
duties on a full-time basis during such thirty (30) day
period), (iii) if the Executive's employment is terminated
pursuant to subsection (c) above, the date specified in the
Notice of Termination, and (iv) if the Executive's
employment is terminated for any other reason, the date on
which a Notice of Termination is given; provided that, if
within thirty (30) days after any Notice of Termination is
given the party receiving such Notice of Termination
notifies the other party that a dispute exists concerning
the termination, the Date of Termination shall be the date
on which the dispute is finally determined, either by mutual
written agreement of the parties or by a final judgment,
order or decree of a court of competent jurisdiction (the
time for appeal there from having expired and no appeal
having been perfected).
<PAGE> 24
(g) Exchange Act. "Exchange Act" shall mean the Securities
Exchange Act of 1934 as amended from time to time and as now
or hereafter construed, interpreted and applied by
regulations, rulings and cases.
(h) Good Reason. The Executive's termination of employment with
the Company shall be deemed for "Good Reason" if it occurs
within twelve (12) months of any of the following without
the Executive's express written consent:
(i) the assignment to the Executive by the Company of
duties inconsistent with, or a substantial adverse
alteration in the nature or status of, Executive's
responsibilities as of the date hereof;
(ii) a reduction by the Company in the Executive's annual
Cash Compensation as in effect on the date hereof or
as in effect from time to time if such amounts are
increased during the term of this Agreement;
(iii) any failure by the Company to continue in effect
without substantial change any Benefit Plan, or the
taking of any action by the Company which would
adversely affect the Executive's participation in or
materially reduce the Executive's benefits under any
such Benefit Plan (including a more than 10% reduction
from the highest percentage of available EIP award
paid in the three (3) immediately preceding calendar
years to the Executive) or deprive the Executive of
any material fringe benefit currently enjoyed by the
Executive unless an equitable substitute arrangement
(embodied in an ongoing substitute or alternative
Benefit Plan) has been made for the benefit of the
Executive with respect to the Benefit Plan in
question;
(iv) any material breach by the Company of any provision of
this Agreement which, if capable of being rectified by
the Company, is not rectified within thirty (30) days
of notice (which notice specifies the nature of such
breach);
(v) any failure by the Company to obtain the assumption of
this Agreement by any successor or assign of the
Company; or
(vi) any purported termination of the Executive's
employment by the Company which is not effected
pursuant to a Notice of Termination satisfying the
requirements of Section 12 above, and for purposes of
this Agreement, no such purported termination shall be
effective.
(i) Parent. "Parent" shall mean the ultimate controlling
parent of the Company.
(j) Person. "Person" shall have the meaning of such term as
used in Section (3)(a)(9) of the Exchange Act.
(k) Potential Change in Control. A "Potential Change in
Control" shall be deemed to have occurred if the event set
forth in any one of the following paragraphs shall have
occurred:
(i) the Company, Parent or any Person publicly announces
an intention to take or to consider taking actions
which, if consummated, would constitute a Change in
Control;
<PAGE> 25
(ii) in connection with the purchase of the voting
securities of the Company, any person, or group of
persons, file or are required to file, an application
seeking approval of insurance regulatory authorities
relative to the acquisition of control of a domestic
insurer or reciprocal exchanges;
(iii) the Company or Parent enters into an agreement, the
consummation of which would result in the occurrence
of a Change in Control;
(iv) any Person becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (other than
Parent) representing 15% or more of either the then
outstanding shares of common stock of the Company or
the combined voting power of the then outstanding
securities of the Company (not including in the
securities beneficially owned by such Person or any
securities acquired directly from the Company).
For purposes of this Agreement, a Potential Change in
Control shall be deemed to have been abandoned if, prior to
a Change in Control (and provided that no Change in Control
occurs within 180 days thereafter), (A) in connection with
a Potential Change in Control described in (k)(i) above, an
announcement is made recanting such intention, (B) in
connection with a Potential Change in control described in
(k)(ii) above such approval is formally rejected, (C) in
connection with a Potential Change in Control described in
(k)(iii) above, such agreement is abandoned prior to
consummation, (D) in connection with a Potential Change in
Control described in (k)(iv) above, such Person ceases to
be a Beneficial Owner, directly or indirectly, of
securities of the Company representing 15% or more of such
securities; or (E) the Board adopts a resolution to the
effect that, for purposes of this Agreement, such Potential
Change in Control has been abandoned.
14. Miscellaneous. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge
is agreed to in writing signed by the Executive and the Company. No
waiver by either party hereto at any time of any breach by the other
party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect
to the subject matter hereof have been made by either party which
are not set forth expressly in this agreement.
15. Validity. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which
shall remain in full force and effect.
16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
17. Mediation. Before any party commences an action for damages or
other relief (except injunctive relief that is sought by the Company
for an alleged violation of Section 10 of this Agreement), Executive
and the Company agree to submit any dispute, claim or controversy
arising out of or relating to this Agreement, including the breach,
termination or validity thereof (a "Dispute") to non-binding
mediation. The mediation provided for in this Section shall occur
before a retired judge who shall be selected by the parties from
JAMS/Endispute. If the parties are unable to agree upon a mediator,
a mediator will be selected from JAMS/Endispute pursuant to its
applicable rules then in existence. The mediation shall occur
within 45 days following the appointment of the mediator. In
connection with the mediation,
<PAGE> 26
each party shall bear his or its own attorneys' fees and costs and
the mediator's fee shall be paid in equal shares by the parties
to the mediation. Notwithstanding the foregoing, the Company
shall be entitled to seek a restraining order or injunction in
any court of competent jurisdiction to prevent any continuation of
any violation of the provisions of Section 10 of the Agreement and
the Executive hereby consents that such restraining order or
injunction may be granted without the necessity of the Company's
posting any bond and, provided further that, the Executive
shall be entitled to seek specific performance of his right to be
paid until the Date of Termination during the pendency of any
dispute or controversy arising under or in connection with this
Agreement.
18. Controlling Law. This Agreement and the rights of the parties
hereunder shall be governed by and construed and enforced in
accordance with laws of the State of California (excluding its
conflict of laws, principles, statutes or other similar laws)
including all matters of construction, validity, performance and
enforcement.
19. Entire Agreement. This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein
and supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether
oral or written, by any officer, employee or representative of any
party hereto; and any prior agreement of the parties hereto in
respect of the subject matter contained herein is hereby terminated
and cancelled.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date and
year first above written.
FARMERS GROUP, INC., a Nevada corporation
By: /s/ Martin D. Feinstein
-----------------------------
Name: Martin D. Feinstein
Title: President
Jason L. Katz
/s/ Jason L. Katz
- ------------------------------
(Signature)
Jason L. Katz
- ------------------------------
(Name)
<PAGE> 27
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement"), dated as of October 15,
1997, is made and entered into by and between Farmers Group, Inc., a Nevada
corporation (the "Company") and James A. MacKinnon (the "Executive").
The Executive is presently employed by the Company.
The Board of Directors of the Company (the "Board") recognizes that the
Executive's contribution to the growth and success of the Company has been
substantial. The Company, on behalf of itself and its stockholders, desires
to continue to attract and retain well-qualified executive and key personnel
who are an integral part of the management of the Company, such as the
Executive, and to assure itself of continuity of management. The Executive is
willing to commit himself to continue to serve the Company, on the terms and
conditions herein provided.
In order to effect the foregoing, the Company and the Executive wish to
enter into an employment agreement on the terms and conditions set forth below.
Accordingly, in consideration of the premises and the respective covenants
and agreements of the parties herein contained, and intending to be legally
bound hereby, the parties hereto agree as follows:
1. Employment. The Company hereby agrees to continue to employ the
Executive, and the Executive hereby agrees to continue to serve
the Company, on the terms and conditions set forth herein.
2. Term. This Agreement shall commence on the date set forth above
(the "Commencement Date") and shall expire on the last day of the
twenty-fourth (24th) month immediately following the Commencement
Date (the "Initial Term"), unless further extended or sooner
terminated as hereinafter provided. Commencing on the first day of
the twelfth (12th) month immediately following the Commencement
Date, and on each anniversary of such date thereafter, the term of
this Agreement shall automatically be extended for one additional
year (each such one-year extension referred to hereafter as an
"Extended Term"), unless, not later than twelve (12) months prior
to the expiration of the Initial Term or any Extended Term, the
Company shall have given notice to the Executive that it does not
wish to extend this Agreement. In no event, however, shall the
term of the Executive's employment hereunder extend beyond the
date of the Executive's actual retirement in accordance with the
Company's retirement policies in effect on the date hereof.
Notwithstanding the foregoing, (a) if a Potential Change in
Control shall have occurred during the Initial Term or any
Extended Term, the term of this Agreement shall be extended and
shall continue in effect through the last day of the twenty-fourth
(24th) month immediately following the date on which such
Potential Change in Control occurred and (b) if a Change in
Control shall have occurred during the Initial Term or any
Extended Term, the term of this Agreement shall be extended and
shall continue in effect through the last day of the
twenty-fourth (24th) month immediately following the date on which
such Change in Control occurred; provided that, if such Potential
Change in Control is abandoned prior to the occurrence of a Change
in Control, this Agreement shall expire in accordance with the
provisions hereof, without regard to such extension.
3. Position and Duties. The Executive shall continue to serve in his
current position and shall have such responsibilities, duties and
authority as he may have as of the date hereof (or any position to
which he may be promoted after the date hereof) and as may from
time to time be assigned to the Executive by the Board that are
consistent with such responsibilities, duties
<PAGE> 28
and authority. The Executive shall devote substantially all his
working time and efforts to the business and affairs of the Company.
4. Place of Performance. In connection with the Executive's
employment by the Company, the Executive shall continue to be
based in his current location, except for required travel on the
Company's business to an extent substantially consistent with
the duties of the Executive.
5. Compensation and Related Matters.
(a) Compensation. During the period of the Executive's
employment hereunder, the Company shall pay to the
Executive an annual amount equal to the Executive's Cash
Compensation at a rate not less than the rate in effect as
of the date hereof or such higher rate as may from time to
time be determined by the Board, such compensation to be
paid in such installments as are customary from time to
time for executive officers of the Company. This
compensation may be increased from time to time in
accordance with normal business practices of the Company
and, if so increased, shall not thereafter during the term
of this Agreement be decreased. Such compensation shall
not be deemed exclusive and shall not prevent the Executive
from participating in any other compensation or benefit
plan of the Company. The Cash Compensation payments
(including any increased salary payments) hereunder shall
not in any way limit or reduce any other obligation of the
Company hereunder, and no other compensation, benefit or
payment hereunder shall in any way limit or reduce the
obligation of the Company to pay the Executive's Cash
Compensation hereunder.
(b) Expenses. During the term of the Executive's employment
hereunder, the Executive shall be entitled to receive
prompt reimbursement for all reasonable and customary
expenses incurred by the Executive in performing services
hereunder, including all expenses of travel and living
expenses while away from home on business or at the request
of and in the service of the Company; provided that, such
expenses are incurred and accounted for in accordance with
the policies and procedures established by the Company.
(c) Other Benefits. The Executive shall be entitled to
continue to participate in all Company and Parent
compensation, incentive, welfare or benefit plans or
arrangements, as well as any plan or arrangement whereby
the Executive may acquire securities of the Company or
Parent in effect on the date hereof in which the Executive
is participating, or subsequent plans or arrangements
providing the Executive with substantially similar benefits
thereunder, including without limitation the Company's
Employees' Profit Sharing and Savings Plan, Employees'
Pension Plan, Farmers Stock Incentive Plan, Employees'
Stock Ownership Plan, the Farmers Executive Incentive
Program (the "EIP"), the Premier Award Unit Plan (the
"Premier Plan") and any other plan or arrangement to
receive and exercise stock options or stock appreciation
rights, supplemental pension plan, insured medical
reimbursement plan, automobile benefits, executive
financial planning, group life insurance plan, personal
catastrophe liability insurance, medical, dental, accident
and disability plans (each a "Benefit Plan"). The
Executive shall be entitled to participate in or receive
benefits under any Benefit Plan made available by the
Company in the future to its executives and key management
employees, subject to and on a basis consistent with the
terms, conditions and overall administration of such plans
and arrangements. Nothing paid to the Executive under any
Benefit Plan presently in effect or made available in the
future shall be deemed to be in lieu of the salary payable
to the Executive pursuant to paragraph (a) of this Section.
Any payments or benefits payable to the Executive hereunder
in respect of any calendar year during which the Executive
is employed by the Company for less than the entire such
year shall, unless
<PAGE> 29
otherwise provided in the applicable Benefit Plan be
prorated in accordance with the number of days
in such calendar year during which he is so employed.
(d) Vacations. The Executive shall be entitled to no less than
the number of vacation days in each calendar year, and to
compensation in respect of earned but unused vacation days,
determined in accordance with the Company's vacation policy
as in effect on the date hereof.
(e) Services Furnished. The Company shall furnish the
Executive with office space, stenographic assistance and
such other facilities and services as shall be suitable to
the Executive's position and adequate for the performance
of his duties as set forth in Section 3 hereof.
6. Termination. Without prejudice to Section 2 hereof, the
Executive's employment hereunder may be terminated without any
breach of this Agreement only under the following circumstances:
(a) Death. The Executive's employment hereunder shall
terminate upon his death.
(b) Disability. If, (i) as a result of the Executive's
incapacity due to physical or mental illness, the Executive
shall have been absent from his duties with the Company on
a full-time basis for the entire period of six (6)
consecutive months, and within thirty (30) days after
written "Notice of Termination" (as defined in Section 12
below) is thereafter given by the Company (which may occur
before or after the end of such six month period) the
Executive shall not have returned to the performance of his
duties hereunder on a full-time basis, or (ii) the
Executive becomes eligible for benefits under the Company's
long-term disability plan or any successor plan, the
Company may terminate this Agreement and the Executive's
employment hereunder for "Disability."
(c) Cause. The Company may, in writing and without prior
notice, terminate the Executive's employment hereunder for
Cause (except as otherwise provided in clause (iv) of
subsection 13(d) (iv)). Notwithstanding the foregoing, the
Executive shall have the right to contest his termination
for Cause (for purposes of this Agreement) by mediation in
accordance with the provisions of this Agreement as set
forth in Section 17 herein.
(d) Termination by the Executive. The Executive may terminate
his employment hereunder for Good Reason. For purposes of
any determination regarding the existence of Good Reason,
any claim by the Executive that Good Reason exists shall be
presumed to be correct unless the Company establishes to
the then existing Compensation Committee of the Board that
Good Reason does not exist.
7. Compensation During Disability or Upon Termination.
(a) During any period that the Executive fails to perform his
duties hereunder as a result of incapacity due to physical
or mental illness ("Disability Period"), the Executive
shall continue to receive his full salary at the rate then
in effect for such period until his employment is
terminated pursuant to Section 6(b) hereof; provided that,
payments so made to the Executive during the Disability
Period shall be reduced by the sum of the amounts, if any,
payable to the Executive at or prior to the time of any
such payment under disability benefit plans of the Company
or under the Social Security disability insurance program,
and which amounts were not previously applied to reduce any
such payment.
<PAGE> 30
(b) If the Executive's employment is terminated by his death,
the Company shall pay any amounts due to the Executive
under Section 5 through the date of his death in accordance
with Section 11(b).
(c) If the Executive's employment is terminated by the Company
for Cause or by the Executive for other than Good Reason,
the Company shall pay the Executive his full salary through
the Date of Termination at the rate in effect at the time
Notice of Termination is given and the Company shall have
no further obligations to the Executive under this
Agreement.
(d) If (1) in breach of this Agreement, the Company shall
terminate the Executive's employment other than for
Disability pursuant to Section 6(b) or for Cause (it being
understood that a purported termination for Disability
pursuant to Section 6(b) or for Cause which is disputed and
finally determined not to have been proper shall be a
termination by the Company in breach of this Agreement) or
(2) the Executive shall terminate his employment for Good
Reason, then, subject to the provisions of Section 10
hereof, the Company shall:
(i) pay the Executive his full annual base salary through
the Date of Termination at the rate in effect at the
time Notice of Termination is given and all other
unpaid amounts, if any, to which the Executive is
entitled as of the Date of Termination under any
Benefit Plan at the time such payments are due;
(ii) subject to the provisions of Section 9 hereof, in
lieu of any further salary payments to the Executive
for periods subsequent to the Date of Termination,
pay as liquidated damages to the Executive an amount
equal to two (2) times the Executive's Cash
Compensation, such payment to be made in a lump sum
in cash, on or before the fifth day following the
Date of Termination;
(iii) subject to the provisions of Section 9 hereof,
arrange to provide the Executive for two (2) years
(or such shorter period as Executive may elect), with
disability, life, accident and health insurance
substantially similar to those insurance benefits
which Executive is receiving immediately prior to the
Notice of Termination (including coverage for
dependents at the same per person cost as the
Executive is then paying); provided that, benefits
otherwise receivable by Executive pursuant to this
subsection 6 (d)(iii) shall be reduced to the extent
comparable benefits are actually received by the
Executive during such two (2) year period following
his termination (or such shorter period elected by
the Executive), and any such benefits actually
received by Executive shall be reported by him to the
Company;
(iv) subject to the provisions of Section 9 hereof, pay
the Executive a benefit under the Premier Plan (or
other long term incentive plan) as if he had
terminated employment by reason of his retirement
(without regard to whether the Executive has, and
without deeming the Executive to have, reached his
normal retirement age) and as if any remaining
performance criteria and any time period of service
requirement had been waived; and
(v) subject to the provisions of Section 9 hereof, pay to
the Executive a single lump sum payment equal to the
excess of (x) over (y), where (x) is equal to the
present lump sum value of the combined pension
benefits Executive would receive under the Employees'
Pension Plan (the "Pension Plan"), taking into
account Article XV thereof, the Employee Benefits
Restoration Plan (the "Restoration Plan") and
providing supplemental pension benefits
(collectively, the
<PAGE> 31
"Plans"), at his earliest benefit commencement date
under the Pension Plan computed by increasing, in the
case of each Plan, the number of years of credited
service actually taken into account under each Plan
as of the date of his termination of employment, or,
if earlier, the termination of the Pension Plan, by
two (2) years, and (y) is equal to the present lump
sum value of the combined pension benefits actually
payable to the Executive on his earliest benefit
commencement date under the Pension Plan (taking into
account Article XV thereof), the Restoration Plan
and the Agreement based, in the case of each
Plan, on the actual number of years of credited
service actually taken into account under each
Plan as of the date of his termination of
employment, or, if earlier, the termination of the
Pension Plan. The foregoing lump sum present value
amount, shall be computed using the actuarial factors
under the Pension Plan in effect on the date of the
Executive's termination of employment or, if earlier,
the termination of the Pension Plan.
Notwithstanding the foregoing, in the event the Executive does
not have two (2) full years remaining until the Executive's
mandatory-retirement date under the Company's retirement
policies, for purposes of this Section 7, the minimum two (2)
year period set forth above shall automatically be reduced to
the number of years and/or partial years (measured by months)
remaining until such Executive's retirement. For example, if
Executive terminated his employment for Good Reason six months
before mandatory retirement, the minimum two (2) year period set
forth above would be reduced from 2 to 1.5. For purposes of this
Agreement, the mandatory retirement age of an Executive shall
be 65.
8. Indemnification for Excise Tax.
(a) Notwithstanding any other provisions of this Agreement, in
the event that any of the payments or benefits received or
to be received by the Executive in connection with a
"change in control" (as defined in Section 280G of the
Code) (whether pursuant to the terms of this Agreement or
any other plan, arrangement or agreement with the Company,
any Person whose actions result in a change in control or
any Person affiliated with the Company or such Person)
(such payments or benefits, excluding the Gross-Up Payment,
being hereinafter referred to as the "Total Payments") will
be subject to the Excise Tax, the Company shall pay to the
Executive an additional amount (the "Gross-Up Payment")
such that the net amount retained by the Executive, after
deduction of any Excise Tax on the Total Payments and any
federal, state and local income and employment taxes and
Excise Tax upon the Gross-Up Payment, shall be equal to the
Total Payments.
(b) For purposes of determining whether any of the Total
Payments will be subject to the Excise Tax and the amount
of such Excise Tax, (i) all of the Total Payments shall be
treated as "parachute payments" (within the meaning of
section 280G(b)(2) of the Code) unless, in the opinion of
tax counsel ("Tax Counsel") reasonably acceptable to the
Executive and selected by the accounting firm which was,
immediately prior to the change in control, the Company's
independent auditor (the "Auditor"), such payments or
benefits (in whole or in part) do not constitute parachute
payments, including by reason of section 280G(b)(4)(A) of
the Code, (ii) all "excess parachute payments" within the
meaning of section 280G(b)(1) of the Code shall be treated
as subject to the Excise Tax unless, in the opinion of Tax
Counsel, such excess parachute payments (in whole or in
part) represent reasonable compensation for services
actually rendered (within the meaning of section 280G(b)(4)
(B) of the Code) in excess of the Base Amount allocable to
such reasonable compensation, or are otherwise not subject
to the Excise Tax, and (iii) the value of any noncash
benefits or any deferred payment or benefit shall be
determined by the Auditor in accordance with the principles
of
<PAGE> 32
sections 280G(d)(3) and (4) of the Code. For purposes
of determining the amount of the Gross-Up Payment, the
Executive shall be deemed to pay federal income tax at the
highest marginal rate of federal income taxation in the
calendar year in which the Gross-Up Payment is to be made
and state and local income taxes at the highest marginal
rate of taxation in the state and locality of the
Executive's residence on the Date of Termination (or if
there is no Date of Termination, then the date on which
the Gross-Up Payment is calculated for purposes of this
Section 8), net of the maximum reduction in federal income
taxes which could be obtained from deduction of such state
and local taxes.
(c) In the event that the Excise Tax is finally determined to
be less than the amount taken into account hereunder in
calculating the Gross-Up Payment, the Executive shall repay
to the Company, within five (5) business days following the
time that the amount of such reduction in the Excise Tax is
finally determined, the portion of the Gross-Up Payment
attributable to such reduction (plus that portion of the
Gross-Up Payment attributable to the Excise Tax and
federal, state and local income and employment taxes
imposed on the Gross-Up Payment being repaid by the
Executive, to the extent that such repayment results in a
reduction in the Excise Tax and a dollar-for-dollar
reduction in the Executive's taxable income and wages for
purposes of federal, state and local income and employment
taxes, plus interest on the amount of such repayment at
120% of the rate provided in section 1274(b)(2)(B) of the
Code. In the event that the Excise Tax is determined to
exceed the amount taken into account hereunder in
calculating the Gross-Up Payment (including by reason of
any payment the existence or amount of which cannot be
determined at the time of the Gross-Up Payment), the
Company shall make an additional Gross-Up Payment in
respect of such excess (plus any interest, penalties or
additions payable by the Executive with respect to such
excess) within five (5) business days following the time
that the amount of such excess is finally determined. The
Executive and the Company shall each reasonably cooperate
with the other in connection with any administrative or
judicial proceedings concerning the existence or amount of
liability for Excise Tax with respect to the Total Payments.
(d) Preparation of Tax Return. The Company, at its expense,
agrees to supply the Executive with advice from competent
tax counsel as to whether said Executive must reflect and
pay an excise tax under Sections 280G and 4999 of the Code
on the filing of any federal income tax return of said
Executive relating to the period or periods in which said
Executive received payments or benefits under this
Agreement which may result in the imposition of such an
excise tax. If such tax counsel advises that such excise
tax must be reflected and paid on such tax return, said
Executive agrees to so reflect and pay such tax at which
time the Company will reimburse said Executive in
accordance with this Section 8. If such tax counsel
advises that such excise tax need not be reflected and paid
on such tax return, said Executive agrees to prepare and
file his tax return in accordance with such advice. In
either case the Company shall indemnify said Executive in
accordance with Section 8(a) of this Agreement for any
subsequent assessment of excise taxes made by the Internal
Revenue Service under Section 4999 of the Code in
accordance with the provisions of this Section 8.
(e) Duty to Cooperate. The Executive agrees promptly to notify
the Company in the event of any audit by the Internal
Revenue Service ("IRS") in which the IRS asserts that any
excise tax should be assessed against said Executive and to
cooperate with the Company in contesting (at the Company's
expense) any such proposed assessment. Said Executive
agrees not to settle or compromise any such assessment
without the Company's consent. If said Executive's failure
to settle a proposed assessment with respect to such excise
tax ("Proposed Assessment") at the direction
<PAGE> 33
of the Company is the reason his overall audit cannot be
finally resolved, then said Executive may demand that the
Company consent to settle the Proposed Assessment. If the
Company does not settle the Proposed Assessment, or consent
to allow said Executive to settle, within sixty (60) days,
the Company shall indemnify and hold harmless said
Executive from any additional interest or penalties
resulting from the delay in finally resolving the audit.
9. Effect of Agreement on Other Contractual Rights. The provisions
of this Agreement, and any payment provided for hereunder, shall
not reduce any amounts otherwise payable, or in any way diminish
the Executive's existing rights, or rights which would accrue
solely as a result of the passage of time, under any Benefit Plan
or other contract, plan or arrangement.
10. Restrictive Covenants.
(a) During the term of this Agreement, Executive shall not,
directly or indirectly, without the prior written consent
of the Company, provide consultative service to (with or
without pay), own, manage, operate, join, control,
participate in, or be connected with (as a stockholder,
partner, officer, director, employee or otherwise) any
business, individual, partner, firm, corporation, or other
entity that directly or indirectly competes with the
Company (a "Competitor of the Company"); provided that, the
"beneficial ownership" by Executive, either individually or
as a member of a "group," as such terms are used in Rule
13d of the General Rules and Regulations Exchange Act, of
not more than five percent (5%) of the voting stock of any
publicly held corporation shall not be a violation of this
Agreement.
(b) Confidential Information. Executive acknowledges that in
his employment hereunder he occupies a position of trust
and confidence. During the term of the Agreement and for
all periods thereafter, Executive shall not, except as may
be required to perform his duties hereunder or as required
by applicable law, and except for information which is or
becomes publicly available other than as a result of a
breach by the Executive of the provisions hereof, disclose
to others or use, whether directly or indirectly, any
Confidential Information. Executive acknowledges that such
Confidential Information is specialized, unique in nature
and of great value to the Company, and that such
information gives the Company a competitive advantage. The
Executive agrees to deliver or return to the Company, at
the Company's request at any time or upon termination or
expiration of his employment or as soon thereafter as
possible, all documents, computer tapes and disks, records,
lists, data, drawings, prints, notes and written
information (and all copies thereof) furnished by the
Company or prepared by the Executive during the term of his
employment by the Company.
(c) Business Diversion. During the term of this Agreement and
any Severance Period thereafter, Executive shall not,
directly or indirectly, influence or attempt to influence
customers or suppliers of the Company to divert their
business to any Competitor of the Company.
(d) Nonsolicitation. Executive recognizes that he will possess
confidential information about other employees of the
Company, relating to, among other things, their education,
experience, skills, abilities, compensation and benefits,
and inter-personal relationships with suppliers and
customers of the Company. Executive recognizes that the
information he will possess about these other employees is
not generally known, is of substantial value to the
Company and will be acquired by him because of his business
position with the Company. Executive agrees that, during
the term of this Agreement and for one (1) year thereafter,
he will not, directly or indirectly, solicit
<PAGE> 34
or recruit any employee of the Company for the purpose of
being employed by him or by any other person on whose
behalf he is acting as an agent, representative or
employee and that he will not convey any such confidential
information or trade secrets about other employees of the
Company.
11. Successors; Binding Agreement.
(a) In connection with any agreement to which it is a party, the
Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of
the Company, by agreement in form and substance satisfactory
to the Executive, to expressly assume and agree to perform
this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to
obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a breach of
this Agreement and shall entitle the Executive to
compensation from the Company in the same amount and on the
same terms as he would be entitled to hereunder if he
terminated his employment for Good Reason, except that for
purposes of implementing the foregoing, the date on which
any such succession becomes effective shall be deemed the
Date of Termination. As used in this Agreement, "Company"
shall mean the Company as herein before defined and any
successor to its business and/or assets as aforesaid which
executes and delivers the agreement provided for in this
Section 11 or which otherwise becomes bound by all the terms
and provisions of this Agreement by operation of law.
(b) This Agreement shall inure to the benefit of and be
enforceable by the Executive's personal and legal
representatives, executors, administrators, successors,
heirs, distributees, devises and legatees. If the
Executive should die while any amounts are still payable to
him hereunder, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this
Agreement to the Executive's devisee, legatee, or other
designee or, if there be no such designee, to the
Executive's estate.
12. Notice/Notice of Termination. For purposes of this Agreement,
notices and all other communications provided for in the Agreement
shall be in writing and shall be deemed to have been duly given
when delivered or mailed by United States registered mail, return
receipt requested, postage prepaid, as follows: if to the
Company - Farmers Group, Inc., 4680 Wilshire Boulevard, Los
Angeles, California 90010, Attention: Secretary; and if to the
Executive at the address specified at the end of this Agreement.
Notice may also be given at such other address as either party may
have furnished to the other in writing in accordance herewith,
except that notices of change of address shall be effective only
upon receipt. Any purported termination of the Executive's
employment by the Company or the Executive hereunder shall be
communicated by a Notice of Termination to the other party as set
forth herein. For purposes of this Agreement, a "Notice of
Termination" shall mean a written notice which shall indicate
those specific termination provisions in this Agreement relied
upon and which sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the
Executive's employment under the provision of Sections 6(b),
(c) and (d) hereof.
<PAGE> 35
13. Definitions.
Terms not otherwise defined in this Agreement shall have the
meanings set forth in this Section 13.
(a) Beneficial Owner. "Beneficial Owner" shall have the meaning
of such term as defined in Rule 13d-3 of the Exchange Act.
(b) Cash Compensation. "Cash Compensation" shall mean the sum
of (x) the average of the final three (3) year's base salary
of the Executive, and (y) an amount equal to the sum of (i)
the average of the final three (3) year's cash bonus paid to
the Executive under the EIP or any other bonus plan of the
Company, for any of the fiscal years ended during the term
of this Agreement, and (ii) the average of the amounts
allocated to the Executive under the Employee's Profit
Sharing and Savings Trust for such years.
(c) Cause. "Cause" shall mean: (i) the commission of a felony
(other than driving while intoxicated or while under the
influence of alcohol or drugs), (ii) the engaging by
Executive in misconduct involving dishonesty which is
injurious to the Company, monetarily or otherwise or which
is inimical to the effective performance of the Executive's
duties, (iii) a willful dereliction of duty or intentional
and malicious conduct contrary to the best interests of the
Company or its business if such dereliction of duty or
misconduct is not corrected within thirty (30) days after
written notice hereof from the Company, (iv) a refusal to
perform reasonable services customarily performed by the
Executive (other than by reason of a Disability); unless
such refusal, if capable of being corrected, is corrected
within thirty (30) days after written notice thereof from
the Company, or (v) the Executive's engaging in conduct that
violates the Restrictive Covenants set forth in Section 10
hereof.
(d) Change in Control. A "Change in Control" of the Company
shall be deemed to have occurred if the event set forth in
any one of the following paragraphs shall have occurred:
(i) any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company
(other than Parent) representing 30% or more of the
combined voting power of the then outstanding
securities of the Company, excluding any Person who
becomes such a Beneficial Owner in connection with a
transaction described in clause (x) of paragraph (iv)
below; or
(ii) members of the public become the Beneficial Owners,
directly or indirectly, of securities of the Company
(other than Parent) representing 60% or more of the
combined voting power of the then outstanding
securities of the Company; or
(iii) the following individuals cease for any reason to
constitute a majority of the number of directors of
the Board then serving: individuals who, on the date
hereof, constitute such board and any new director
(other than a director whose initial assumption of
office is in connection with an actual or threatened
election contest, including but not limited to a
consent solicitation, relating to the election of
directors of the Company) whose appointment or
election by such board or nomination for election by
stockholders was approved or recommended by a vote of
at least two-thirds (2/3) of the directors then still
in office who either were directors on the date hereof
or whose appointment,
<PAGE> 36
election or nomination for election was previously so
approved or recommended; or
(iv) there is consummated a merger or consolidation of the
Company, Parent or any direct or indirect subsidiary
of the Company with any other corporation, other than
(x) a merger or consolidation which would result in
the voting securities of the Company outstanding
immediately prior to such merger or consolidation
continuing to represent (either by remaining
outstanding or by being converted into voting
securities of the surviving entity or any parent
thereof), in combination with the ownership of any
trustee or other fiduciary holding securities under
an employee benefit plan of Parent, the Company or
any subsidiary of the Company, at least 60% of the
combined voting power of the securities of the Company
or such surviving entity or any parent thereof
outstanding immediately after such merger or
consolidation, or (y) a merger or consolidation
effected to implement a recapitalization of Parent or
the Company (or similar transaction) in which no
Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not
including in the securities Beneficially Owned by such
Person, any securities acquired directly from the
Company, other than in connection with the acquisition
by the Company or its affiliates of a business)
representing 30% or more of the combined voting power
of the Company's then outstanding securities; or
(v) the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or
there is consummated an agreement for the sale or
disposition by the Company of all or substantially all
of the assets of the Company, other than a sale or
disposition by the Company of all or substantially all
of the assets of the Company, to an entity, at least
60% of the combined voting power of the voting
securities of which are owned by stockholders of the
Company in substantially the same proportions as their
ownership of the Company immediately prior to such
sale.
(e) Confidential Information. "Confidential Information" shall
mean information about the Company and its respective
suppliers, clients and customers that is not disclosed by
the Company for financial reporting purposes and that was
learned by Executive in the course of his employment
hereunder, including (without limitation) proprietary
knowledge, trade secrets, market research, data, formulae,
information and supplier, client and customer lists and all
papers, resumes, and records (including computer records) of
the documents containing such Confidential Information.
(f) Date of Termination. "Date of Termination" shall mean (i)
if the Executive's employment is terminated by his death,
the date of his death, (ii) if the Executive's employment
is terminated pursuant to subsection (b) above, thirty (30)
days after Notice of Termination is given (provided that the
Executive shall not have returned to the performance of his
duties on a full-time basis during such thirty (30) day
period), (iii) if the Executive's employment is terminated
pursuant to subsection (c) above, the date specified in the
Notice of Termination, and (iv) if the Executive's
employment is terminated for any other reason, the date on
which a Notice of Termination is given; provided that, if
within thirty (30) days after any Notice of Termination is
given the party receiving such Notice of Termination
notifies the other party that a dispute exists concerning
the termination, the Date of Termination shall be the date
on which the dispute is finally determined, either by mutual
written agreement of the parties or by a final judgment,
order or decree of a court of competent jurisdiction (the
time for appeal there from having expired and no appeal
having been perfected).
<PAGE> 37
(g) Exchange Act. "Exchange Act" shall mean the Securities
Exchange Act of 1934 as amended from time to time and as now
or hereafter construed, interpreted and applied by
regulations, rulings and cases.
(h) Good Reason. The Executive's termination of employment with
the Company shall be deemed for "Good Reason" if it occurs
within twelve (12) months of any of the following without
the Executive's express written consent:
(i) the assignment to the Executive by the Company of
duties inconsistent with, or a substantial adverse
alteration in the nature or status of, Executive's
responsibilities as of the date hereof;
(ii) a reduction by the Company in the Executive's annual
Cash Compensation as in effect on the date hereof or
as in effect from time to time if such amounts are
increased during the term of this Agreement;
(iii) any failure by the Company to continue in effect
without substantial change any Benefit Plan, or the
taking of any action by the Company which would
adversely affect the Executive's participation in or
materially reduce the Executive's benefits under any
such Benefit Plan (including a more than 10% reduction
from the highest percentage of available EIP award
paid in the three (3) immediately preceding calendar
years to the Executive) or deprive the Executive of
any material fringe benefit currently enjoyed by the
Executive unless an equitable substitute arrangement
(embodied in an ongoing substitute or alternative
Benefit Plan) has been made for the benefit of the
Executive with respect to the Benefit Plan in
question;
(iv) any material breach by the Company of any provision of
this Agreement which, if capable of being rectified by
the Company, is not rectified within thirty (30) days
of notice (which notice specifies the nature of such
breach);
(v) any failure by the Company to obtain the assumption of
this Agreement by any successor or assign of the
Company; or
(vi) any purported termination of the Executive's
employment by the Company which is not effected
pursuant to a Notice of Termination satisfying the
requirements of Section 12 above, and for purposes of
this Agreement, no such purported termination shall be
effective.
(i) Parent. "Parent" shall mean the ultimate controlling
parent of the Company.
(j) Person. "Person" shall have the meaning of such term as
used in Section (3)(a)(9) of the Exchange Act.
(k) Potential Change in Control. A "Potential Change in
Control" shall be deemed to have occurred if the event set
forth in any one of the following paragraphs shall have
occurred:
(i) the Company, Parent or any Person publicly announces
an intention to take or to consider taking actions
which, if consummated, would constitute a Change in
Control;
(ii) in connection with the purchase of the voting
securities of the Company, any person, or group of
persons, file or are required to file, an application
seeking
<PAGE> 38
approval of insurance regulatory authorities
relative to the acquisition of control of a domestic
insurer or reciprocal exchanges;
(iii) the Company or Parent enters into an agreement, the
consummation of which would result in the occurrence
of a Change in Control;
(iv) any Person becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (other than
Parent) representing 15% or more of either the then
outstanding shares of common stock of the Company or
the combined voting power of the then outstanding
securities of the Company (not including in the
securities beneficially owned by such Person or any
securities acquired directly from the Company).
For purposes of this Agreement, a Potential Change in
Control shall be deemed to have been abandoned if, prior to
a Change in Control (and provided that no Change in Control
occurs within 180 days thereafter), (A) in connection with
a Potential Change in Control described in (k)(i) above, an
announcement is made recanting such intention, (B) in
connection with a Potential Change in control described in
(k)(ii) above such approval is formally rejected, (C) in
connection with a Potential Change in Control described in
(k)(iii) above, such agreement is abandoned prior to
consummation, (D) in connection with a Potential Change in
Control described in (k)(iv) above, such Person ceases to
be a Beneficial Owner, directly or indirectly, of
securities of the Company representing 15% or more of such
securities; or (E) the Board adopts a resolution to the
effect that, for purposes of this Agreement, such Potential
Change in Control has been abandoned.
14. Miscellaneous. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge
is agreed to in writing signed by the Executive and the Company. No
waiver by either party hereto at any time of any breach by the other
party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect
to the subject matter hereof have been made by either party which
are not set forth expressly in this agreement.
15. Validity. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which
shall remain in full force and effect.
16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
17. Mediation. Before any party commences an action for damages or
other relief (except injunctive relief that is sought by the Company
for an alleged violation of Section 10 of this Agreement), Executive
and the Company agree to submit any dispute, claim or controversy
arising out of or relating to this Agreement, including the breach,
termination or validity thereof (a "Dispute") to non-binding
mediation. The mediation provided for in this Section shall occur
before a retired judge who shall be selected by the parties from
JAMS/Endispute. If the parties are unable to agree upon a mediator,
a mediator will be selected from JAMS/Endispute pursuant to its
applicable rules then in existence. The mediation shall occur
within 45 days following the appointment of the mediator. In
connection with the mediation, each party shall bear his or its own
attorneys' fees and costs and the mediator's fee shall be paid in
equal shares by the parties to the mediation. Notwithstanding the
foregoing, the
<PAGE> 39
Company shall be entitled to seek a restraining order or
injunction in any court of competent jurisdiction to prevent any
continuation of any violation of the provisions of Section 10 of the
Agreement and the Executive hereby consents that such restraining
order or injunction may be granted without the necessity of the
Company's posting any bond and, provided further that, the Executive
shall be entitled to seek specific performance of his right to be
paid until the Date of Termination during the pendency of any
dispute or controversy arising under or in connection with this
Agreement.
18. Controlling Law. This Agreement and the rights of the parties
hereunder shall be governed by and construed and enforced in
accordance with laws of the State of California (excluding its
conflict of laws, principles, statutes or other similar laws)
including all matters of construction, validity, performance and
enforcement.
19. Entire Agreement. This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein
and supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether
oral or written, by any officer, employee or representative of any
party hereto; and any prior agreement of the parties hereto in
respect of the subject matter contained herein is hereby terminated
and cancelled.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date and
year first above written.
FARMERS GROUP, INC., a Nevada corporation
By: /s/ Jason L. Katz
---------------------------
Name: Jason L. Katz
Title: Senior Vice President and
General Counsel
James A. MacKinnon
/s/ James A. MacKinnon
- ------------------------------
(Signature)
James A. MacKinnon
- ------------------------------
(Name)
<PAGE> 40
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement"), dated as of October 15,
1997, is made and entered into by and between Farmers Group, Inc., a Nevada
corporation (the "Company") and Keitha T. Schofield (the "Executive").
The Executive is presently employed by the Company.
The Board of Directors of the Company (the "Board") recognizes that the
Executive's contribution to the growth and success of the Company has been
substantial. The Company, on behalf of itself and its stockholders, desires
to continue to attract and retain well-qualified executive and key personnel
who are an integral part of the management of the Company, such as the
Executive, and to assure itself of continuity of management. The Executive is
willing to commit himself to continue to serve the Company, on the terms and
conditions herein provided.
In order to effect the foregoing, the Company and the Executive wish to
enter into an employment agreement on the terms and conditions set forth below.
Accordingly, in consideration of the premises and the respective covenants
and agreements of the parties herein contained, and intending to be legally
bound hereby, the parties hereto agree as follows:
1. Employment. The Company hereby agrees to continue to employ the
Executive, and the Executive hereby agrees to continue to serve
the Company, on the terms and conditions set forth herein.
2. Term. This Agreement shall commence on the date set forth above
(the "Commencement Date") and shall expire on the last day of the
twenty-fourth (24th) month immediately following the Commencement
Date (the "Initial Term"), unless further extended or sooner
terminated as hereinafter provided. Commencing on the first day of
the twelfth (12th) month immediately following the Commencement
Date, and on each anniversary of such date thereafter, the term of
this Agreement shall automatically be extended for one additional
year (each such one-year extension referred to hereafter as an
"Extended Term"), unless, not later than twelve (12) months prior
to the expiration of the Initial Term or any Extended Term, the
Company shall have given notice to the Executive that it does not
wish to extend this Agreement. In no event, however, shall the
term of the Executive's employment hereunder extend beyond the
date of the Executive's actual retirement in accordance with the
Company's retirement policies in effect on the date hereof.
Notwithstanding the foregoing, (a) if a Potential Change in
Control shall have occurred during the Initial Term or any
Extended Term, the term of this Agreement shall be extended and
shall continue in effect through the last day of the twenty-fourth
(24th) month immediately following the date on which such
Potential Change in Control occurred and (b) if a Change in
Control shall have occurred during the Initial Term or any
Extended Term, the term of this Agreement shall be extended and
shall continue in effect through the last day of the
twenty-fourth (24th) month immediately following the date on which
such Change in Control occurred; provided that, if such Potential
Change in Control is abandoned prior to the occurrence of a Change
in Control, this Agreement shall expire in accordance with the
provisions hereof, without regard to such extension.
3. Position and Duties. The Executive shall continue to serve in his
current position and shall have such responsibilities, duties and
authority as he may have as of the date hereof (or any position to
which he may be promoted after the date hereof) and as may from
time to time be
<PAGE> 41
assigned to the Executive by the Board that are consistent with
such responsibilities, duties and authority. The Executive shall
devote substantially all his working time and efforts to the
business and affairs of the Company.
4. Place of Performance. In connection with the Executive's
employment by the Company, the Executive shall continue to be
based in his current location, except for required travel on the
Company's business to an extent substantially consistent with
the duties of the Executive.
5. Compensation and Related Matters.
(a) Compensation. During the period of the Executive's
employment hereunder, the Company shall pay to the
Executive an annual amount equal to the Executive's Cash
Compensation at a rate not less than the rate in effect as
of the date hereof or such higher rate as may from time to
time be determined by the Board, such compensation to be
paid in such installments as are customary from time to
time for executive officers of the Company. This
compensation may be increased from time to time in
accordance with normal business practices of the Company
and, if so increased, shall not thereafter during the term
of this Agreement be decreased. Such compensation shall
not be deemed exclusive and shall not prevent the Executive
from participating in any other compensation or benefit
plan of the Company. The Cash Compensation payments
(including any increased salary payments) hereunder shall
not in any way limit or reduce any other obligation of the
Company hereunder, and no other compensation, benefit or
payment hereunder shall in any way limit or reduce the
obligation of the Company to pay the Executive's Cash
Compensation hereunder.
(b) Expenses. During the term of the Executive's employment
hereunder, the Executive shall be entitled to receive
prompt reimbursement for all reasonable and customary
expenses incurred by the Executive in performing services
hereunder, including all expenses of travel and living
expenses while away from home on business or at the request
of and in the service of the Company; provided that, such
expenses are incurred and accounted for in accordance with
the policies and procedures established by the Company.
(c) Other Benefits. The Executive shall be entitled to
continue to participate in all Company and Parent
compensation, incentive, welfare or benefit plans or
arrangements, as well as any plan or arrangement whereby
the Executive may acquire securities of the Company or
Parent in effect on the date hereof in which the Executive
is participating, or subsequent plans or arrangements
providing the Executive with substantially similar benefits
thereunder, including without limitation the Company's
Employees' Profit Sharing and Savings Plan, Employees'
Pension Plan, Farmers Stock Incentive Plan, Employees'
Stock Ownership Plan, the Farmers Executive Incentive
Program (the "EIP"), the Premier Award Unit Plan (the
"Premier Plan") and any other plan or arrangement to
receive and exercise stock options or stock appreciation
rights, supplemental pension plan, insured medical
reimbursement plan, automobile benefits, executive
financial planning, group life insurance plan, personal
catastrophe liability insurance, medical, dental, accident
and disability plans (each a "Benefit Plan"). The
Executive shall be entitled to participate in or receive
benefits under any Benefit Plan made available by the
Company in the future to its executives and key management
employees, subject to and on a basis consistent with the
terms, conditions and overall administration of such plans
and arrangements. Nothing paid to the Executive under any
Benefit Plan presently in effect or made available in the
future shall be deemed to be in lieu of the salary payable
to the Executive pursuant to paragraph (a) of this Section.
Any payments or benefits payable to the Executive hereunder
in respect of any calendar year during which the
<PAGE> 42
Executive is employed by the Company for less than the
entire such year shall, unless otherwise provided in the
applicable Benefit Plan be prorated in accordance with the
number of days in such calendar year during which he is
so employed.
(d) Vacations. The Executive shall be entitled to no less than
the number of vacation days in each calendar year, and to
compensation in respect of earned but unused vacation days,
determined in accordance with the Company's vacation policy
as in effect on the date hereof.
(e) Services Furnished. The Company shall furnish the
Executive with office space, stenographic assistance and
such other facilities and services as shall be suitable to
the Executive's position and adequate for the performance
of his duties as set forth in Section 3 hereof.
6. Termination. Without prejudice to Section 2 hereof, the
Executive's employment hereunder may be terminated without any
breach of this Agreement only under the following circumstances:
(a) Death. The Executive's employment hereunder shall
terminate upon his death.
(b) Disability. If, (i) as a result of the Executive's
incapacity due to physical or mental illness, the Executive
shall have been absent from his duties with the Company on
a full-time basis for the entire period of six (6)
consecutive months, and within thirty (30) days after
written "Notice of Termination" (as defined in Section 12
below) is thereafter given by the Company (which may occur
before or after the end of such six month period) the
Executive shall not have returned to the performance of his
duties hereunder on a full-time basis, or (ii) the
Executive becomes eligible for benefits under the Company's
long-term disability plan or any successor plan, the
Company may terminate this Agreement and the Executive's
employment hereunder for "Disability."
(c) Cause. The Company may, in writing and without prior
notice, terminate the Executive's employment hereunder for
Cause (except as otherwise provided in clause (iv) of
subsection 13(d) (iv)). Notwithstanding the foregoing, the
Executive shall have the right to contest his termination
for Cause (for purposes of this Agreement) by mediation in
accordance with the provisions of this Agreement as set
forth in Section 17 herein.
(d) Termination by the Executive. The Executive may terminate
his employment hereunder for Good Reason. For purposes of
any determination regarding the existence of Good Reason,
any claim by the Executive that Good Reason exists shall be
presumed to be correct unless the Company establishes to
the then existing Compensation Committee of the Board that
Good Reason does not exist.
7. Compensation During Disability or Upon Termination.
(a) During any period that the Executive fails to perform his
duties hereunder as a result of incapacity due to physical
or mental illness ("Disability Period"), the Executive
shall continue to receive his full salary at the rate then
in effect for such period until his employment is
terminated pursuant to Section 6(b) hereof; provided that,
payments so made to the Executive during the Disability
Period shall be reduced by the sum of the amounts, if any,
payable to the Executive at or prior to the time of any
such payment under disability benefit plans of the Company
or under the Social Security disability insurance program,
and which amounts were not previously applied to reduce any
such payment.
<PAGE> 43
(b) If the Executive's employment is terminated by his death,
the Company shall pay any amounts due to the Executive
under Section 5 through the date of his death in accordance
with Section 11(b).
(c) If the Executive's employment is terminated by the Company
for Cause or by the Executive for other than Good Reason,
the Company shall pay the Executive his full salary through
the Date of Termination at the rate in effect at the time
Notice of Termination is given and the Company shall have
no further obligations to the Executive under this
Agreement.
(d) If (1) in breach of this Agreement, the Company shall
terminate the Executive's employment other than for
Disability pursuant to Section 6(b) or for Cause (it being
understood that a purported termination for Disability
pursuant to Section 6(b) or for Cause which is disputed and
finally determined not to have been proper shall be a
termination by the Company in breach of this Agreement) or
(2) the Executive shall terminate his employment for Good
Reason, then, subject to the provisions of Section 10
hereof, the Company shall:
(i) pay the Executive his full annual base salary through
the Date of Termination at the rate in effect at the
time Notice of Termination is given and all other
unpaid amounts, if any, to which the Executive is
entitled as of the Date of Termination under any
Benefit Plan at the time such payments are due;
(ii) subject to the provisions of Section 9 hereof, in
lieu of any further salary payments to the Executive
for periods subsequent to the Date of Termination,
pay as liquidated damages to the Executive an amount
equal to two (2) times the Executive's Cash
Compensation, such payment to be made in a lump sum
in cash, on or before the fifth day following the
Date of Termination;
(iii) subject to the provisions of Section 9 hereof,
arrange to provide the Executive for two (2) years
(or such shorter period as Executive may elect), with
disability, life, accident and health insurance
substantially similar to those insurance benefits
which Executive is receiving immediately prior to the
Notice of Termination (including coverage for
dependents at the same per person cost as the
Executive is then paying); provided that, benefits
otherwise receivable by Executive pursuant to this
subsection 6 (d)(iii) shall be reduced to the extent
comparable benefits are actually received by the
Executive during such two (2) year period following
his termination (or such shorter period elected by
the Executive), and any such benefits actually
received by Executive shall be reported by him to the
Company;
(iv) subject to the provisions of Section 9 hereof, pay
the Executive a benefit under the Premier Plan (or
other long term incentive plan) as if he had
terminated employment by reason of his retirement
(without regard to whether the Executive has, and
without deeming the Executive to have, reached his
normal retirement age) and as if any remaining
performance criteria and any time period of service
requirement had been waived; and
(v) subject to the provisions of Section 9 hereof, pay to
the Executive a single lump sum payment equal to the
excess of (x) over (y), where (x) is equal to the
present lump sum value of the combined pension
benefits that the Executive would receive under the
Employees' Pension Plan (the "Pension Plan"), taking
into account Article XV thereof, the Employee
Benefits Restoration Plan (the
<PAGE> 44
"Restoration Plan") and providing supplemental
pension benefits (collectively, the "Plans"), at his
earliest benefit commencement date under the Pension
Plan computed by increasing, in the case of each
Plan, the number of years of credited service
actually taken into account under each Plan as of
the date of his termination of employment, or,
if earlier, the termination of the Pension Plan, by
two (2) years, and (y) is equal to the present lump
sum value of the combined pension benefits actually
payable to the Executive on his earliest
benefit commencement date under the Pension
Plan (taking into account Article XV thereof), the
Restoration Plan and the Agreement based, in the case
of each Plan, on the actual number of years of
credited service actually taken into account under
each Plan as of the date of his termination of
employment, or, if earlier, the termination of the
Pension Plan. The foregoing lump sum present value
amount, shall be computed using the actuarial factors
under the Pension Plan in effect on the date of the
Executive's termination of employment or, if earlier,
the termination of the Pension Plan.
Notwithstanding the foregoing, in the event the Executive does
not have two (2) full years remaining until the Executive's
mandatory-retirement date under the Company's retirement
policies, for purposes of this Section 7, the minimum two (2)
year period set forth above shall automatically be reduced to
the number of years and/or partial years (measured by months)
remaining until such Executive's retirement. For example, if
Executive terminated his employment for Good Reason six months
before mandatory retirement, the minimum two (2) year period set
forth above would be reduced from 2 to 1.5. For purposes of this
Agreement, the mandatory retirement age of an Executive shall
be 65.
8. Indemnification for Excise Tax.
(a) Notwithstanding any other provisions of this Agreement, in
the event that any of the payments or benefits received or
to be received by the Executive in connection with a
"change in control" (as defined in Section 280G of the
Code) (whether pursuant to the terms of this Agreement or
any other plan, arrangement or agreement with the Company,
any Person whose actions result in a change in control or
any Person affiliated with the Company or such Person)
(such payments or benefits, excluding the Gross-Up Payment,
being hereinafter referred to as the "Total Payments") will
be subject to the Excise Tax, the Company shall pay to the
Executive an additional amount (the "Gross-Up Payment")
such that the net amount retained by the Executive, after
deduction of any Excise Tax on the Total Payments and any
federal, state and local income and employment taxes and
Excise Tax upon the Gross-Up Payment, shall be equal to the
Total Payments.
(b) For purposes of determining whether any of the Total
Payments will be subject to the Excise Tax and the amount
of such Excise Tax, (i) all of the Total Payments shall be
treated as "parachute payments" (within the meaning of
section 280G(b)(2) of the Code) unless, in the opinion of
tax counsel ("Tax Counsel") reasonably acceptable to the
Executive and selected by the accounting firm which was,
immediately prior to the change in control, the Company's
independent auditor (the "Auditor"), such payments or
benefits (in whole or in part) do not constitute parachute
payments, including by reason of section 280G(b)(4)(A) of
the Code, (ii) all "excess parachute payments" within the
meaning of section 280G(b)(1) of the Code shall be treated
as subject to the Excise Tax unless, in the opinion of Tax
Counsel, such excess parachute payments (in whole or in
part) represent reasonable compensation for services
actually rendered (within the meaning of section 280G(b)(4)
(B) of the Code) in excess of the Base Amount allocable to
such reasonable compensation, or are otherwise not subject
to the Excise Tax, and (iii) the value of any noncash
benefits or any deferred payment
<PAGE> 45
or benefit shall be determined by the Auditor in accordance
with the principles of sections 280G(d)(3) and (4) of the
Code. For purposes of determining the amount of the
Gross-Up Payment, the Executive shall be deemed to pay
federal income tax at the highest marginal rate of federal
income taxation in the calendar year in which the Gross-Up
Payment is to be made and state and local income taxes at
the highest marginal rate of taxation in the state and
locality of the Executive's residence on the Date of
Termination (or if there is no Date of Termination, then
the date on which the Gross-Up Payment is calculated
for purposes of this Section 8), net of the maximum
reduction in federal income taxes which could be obtained
from deduction of such state and local taxes.
(c) In the event that the Excise Tax is finally determined to
be less than the amount taken into account hereunder in
calculating the Gross-Up Payment, the Executive shall repay
to the Company, within five (5) business days following the
time that the amount of such reduction in the Excise Tax is
finally determined, the portion of the Gross-Up Payment
attributable to such reduction (plus that portion of the
Gross-Up Payment attributable to the Excise Tax and
federal, state and local income and employment taxes
imposed on the Gross-Up Payment being repaid by the
Executive, to the extent that such repayment results in a
reduction in the Excise Tax and a dollar-for-dollar
reduction in the Executive's taxable income and wages for
purposes of federal, state and local income and employment
taxes, plus interest on the amount of such repayment at
120% of the rate provided in section 1274(b)(2)(B) of the
Code. In the event that the Excise Tax is determined to
exceed the amount taken into account hereunder in
calculating the Gross-Up Payment (including by reason of
any payment the existence or amount of which cannot be
determined at the time of the Gross-Up Payment), the
Company shall make an additional Gross-Up Payment in
respect of such excess (plus any interest, penalties or
additions payable by the Executive with respect to such
excess) within five (5) business days following the time
that the amount of such excess is finally determined. The
Executive and the Company shall each reasonably cooperate
with the other in connection with any administrative or
judicial proceedings concerning the existence or amount of
liability for Excise Tax with respect to the Total Payments.
(d) Preparation of Tax Return. The Company, at its expense,
agrees to supply the Executive with advice from competent
tax counsel as to whether said Executive must reflect and
pay an excise tax under Sections 280G and 4999 of the Code
on the filing of any federal income tax return of said
Executive relating to the period or periods in which said
Executive received payments or benefits under this
Agreement which may result in the imposition of such an
excise tax. If such tax counsel advises that such excise
tax must be reflected and paid on such tax return, said
Executive agrees to so reflect and pay such tax at which
time the Company will reimburse said Executive in
accordance with this Section 8. If such tax counsel
advises that such excise tax need not be reflected and paid
on such tax return, said Executive agrees to prepare and
file his tax return in accordance with such advice. In
either case the Company shall indemnify said Executive in
accordance with Section 8(a) of this Agreement for any
subsequent assessment of excise taxes made by the Internal
Revenue Service under Section 4999 of the Code in
accordance with the provisions of this Section 8.
(e) Duty to Cooperate. The Executive agrees promptly to notify
the Company in the event of any audit by the Internal
Revenue Service ("IRS") in which the IRS asserts that any
excise tax should be assessed against said Executive and to
cooperate with the Company in contesting (at the Company's
expense) any such proposed assessment. Said Executive
agrees not to settle or compromise any such assessment
without the Company's consent. If said Executive's failure
to settle a proposed
<PAGE> 46
assessment with respect to such excise tax ("Proposed
Assessment") at the direction of the Company is the
reason his overall audit cannot be finally resolved, then
said Executive may demand that the Company consent to
settle the Proposed Assessment. If the Company does not
settle the Proposed Assessment, or consent to allow said
Executive to settle, within sixty (60) days, the Company
shall indemnify and hold harmless said Executive from any
additional interest or penalties resulting from the delay
in finally resolving the audit.
9. Effect of Agreement on Other Contractual Rights. The provisions
of this Agreement, and any payment provided for hereunder, shall
not reduce any amounts otherwise payable, or in any way diminish
the Executive's existing rights, or rights which would accrue
solely as a result of the passage of time, under any Benefit Plan
or other contract, plan or arrangement.
10. Restrictive Covenants.
(a) During the term of this Agreement, Executive shall not,
directly or indirectly, without the prior written consent
of the Company, provide consultative service to (with or
without pay), own, manage, operate, join, control,
participate in, or be connected with (as a stockholder,
partner, officer, director, employee or otherwise) any
business, individual, partner, firm, corporation, or other
entity that directly or indirectly competes with the
Company (a "Competitor of the Company"); provided that, the
"beneficial ownership" by Executive, either individually or
as a member of a "group," as such terms are used in Rule
13d of the General Rules and Regulations Exchange Act, of
not more than five percent (5%) of the voting stock of any
publicly held corporation shall not be a violation of this
Agreement.
(b) Confidential Information. Executive acknowledges that in
his employment hereunder he occupies a position of trust
and confidence. During the term of the Agreement and for
all periods thereafter, Executive shall not, except as may
be required to perform his duties hereunder or as required
by applicable law, and except for information which is or
becomes publicly available other than as a result of a
breach by the Executive of the provisions hereof, disclose
to others or use, whether directly or indirectly, any
Confidential Information. Executive acknowledges that such
Confidential Information is specialized, unique in nature
and of great value to the Company, and that such
information gives the Company a competitive advantage. The
Executive agrees to deliver or return to the Company, at
the Company's request at any time or upon termination or
expiration of his employment or as soon thereafter as
possible, all documents, computer tapes and disks, records,
lists, data, drawings, prints, notes and written
information (and all copies thereof) furnished by the
Company or prepared by the Executive during the term of his
employment by the Company.
(c) Business Diversion. During the term of this Agreement and
any Severance Period thereafter, Executive shall not,
directly or indirectly, influence or attempt to influence
customers or suppliers of the Company to divert their
business to any Competitor of the Company.
(d) Nonsolicitation. Executive recognizes that he will possess
confidential information about other employees of the
Company, relating to, among other things, their education,
experience, skills, abilities, compensation and benefits,
and inter-personal relationships with suppliers and
customers of the Company. Executive recognizes that the
information he will possess about these other employees is
not generally known, is of substantial value to the
Company and will be acquired by him because of his business
position with the Company. Executive agrees that, during
the term of
<PAGE> 47
this Agreement and for one (1) year thereafter, he will
not, directly or indirectly, solicit or recruit any
employee of the Company for the purpose of being employed by
him or by any other person on whose behalf he is acting as
an agent, representative or employee and that he will not
convey any such confidential information or trade secrets
about other employees of the Company.
11. Successors; Binding Agreement.
(a) In connection with any agreement to which it is a party, the
Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of
the Company, by agreement in form and substance satisfactory
to the Executive, to expressly assume and agree to perform
this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to
obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a breach of
this Agreement and shall entitle the Executive to
compensation from the Company in the same amount and on the
same terms as he would be entitled to hereunder if he
terminated his employment for Good Reason, except that for
purposes of implementing the foregoing, the date on which
any such succession becomes effective shall be deemed the
Date of Termination. As used in this Agreement, "Company"
shall mean the Company as herein before defined and any
successor to its business and/or assets as aforesaid which
executes and delivers the agreement provided for in this
Section 11 or which otherwise becomes bound by all the terms
and provisions of this Agreement by operation of law.
(b) This Agreement shall inure to the benefit of and be
enforceable by the Executive's personal and legal
representatives, executors, administrators, successors,
heirs, distributees, devises and legatees. If the
Executive should die while any amounts are still payable to
him hereunder, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this
Agreement to the Executive's devisee, legatee, or other
designee or, if there be no such designee, to the
Executive's estate.
12. Notice/Notice of Termination. For purposes of this Agreement,
notices and all other communications provided for in the Agreement
shall be in writing and shall be deemed to have been duly given
when delivered or mailed by United States registered mail, return
receipt requested, postage prepaid, as follows: if to the
Company - Farmers Group, Inc., 4680 Wilshire Boulevard, Los
Angeles, California 90010, Attention: Secretary; and if to the
Executive at the address specified at the end of this Agreement.
Notice may also be given at such other address as either party may
have furnished to the other in writing in accordance herewith,
except that notices of change of address shall be effective only
upon receipt. Any purported termination of the Executive's
employment by the Company or the Executive hereunder shall be
communicated by a Notice of Termination to the other party as set
forth herein. For purposes of this Agreement, a "Notice of
Termination" shall mean a written notice which shall indicate
those specific termination provisions in this Agreement relied
upon and which sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the
Executive's employment under the provision of Sections 6(b),
(c) and (d) hereof.
<PAGE> 48
13. Definitions.
Terms not otherwise defined in this Agreement shall have the
meanings set forth in this Section 13.
(a) Beneficial Owner. "Beneficial Owner" shall have the meaning
of such term as defined in Rule 13d-3 of the Exchange Act.
(b) Cash Compensation. "Cash Compensation" shall mean the sum
of (x) the average of the final three (3) year's base salary
of the Executive, and (y) an amount equal to the sum of (i)
the average of the final three (3) year's cash bonus paid to
the Executive under the EIP or any other bonus plan of the
Company, for any of the fiscal years ended during the term
of this Agreement, and (ii) the average of the amounts
allocated to the Executive under the Employee's Profit
Sharing and Savings Trust for such years.
(c) Cause. "Cause" shall mean: (i) the commission of a felony
(other than driving while intoxicated or while under the
influence of alcohol or drugs), (ii) the engaging by
Executive in misconduct involving dishonesty which is
injurious to the Company, monetarily or otherwise or which
is inimical to the effective performance of the Executive's
duties, (iii) a willful dereliction of duty or intentional
and malicious conduct contrary to the best interests of the
Company or its business if such dereliction of duty or
misconduct is not corrected within thirty (30) days after
written notice hereof from the Company, (iv) a refusal to
perform reasonable services customarily performed by the
Executive (other than by reason of a Disability); unless
such refusal, if capable of being corrected, is corrected
within thirty (30) days after written notice thereof from
the Company, or (v) the Executive's engaging in conduct that
violates the Restrictive Covenants set forth in Section 10
hereof.
(d) Change in Control. A "Change in Control" of the Company
shall be deemed to have occurred if the event set forth in
any one of the following paragraphs shall have occurred:
(i) any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company
(other than Parent) representing 30% or more of the
combined voting power of the then outstanding
securities of the Company, excluding any Person who
becomes such a Beneficial Owner in connection with a
transaction described in clause (x) of paragraph (iv)
below; or
(ii) members of the public become the Beneficial Owners,
directly or indirectly, of securities of the Company
(other than Parent) representing 60% or more of the
combined voting power of the then outstanding
securities of the Company; or
(iii) the following individuals cease for any reason to
constitute a majority of the number of directors of
the Board then serving: individuals who, on the date
hereof, constitute such board and any new director
(other than a director whose initial assumption of
office is in connection with an actual or threatened
election contest, including but not limited to a
consent solicitation, relating to the election of
directors of the Company) whose appointment or
election by such board or nomination for election by
stockholders was approved or recommended by a vote of
at least two-thirds (2/3) of the directors then still
in office who either were directors on the date hereof
or whose appointment,
<PAGE> 49
election or nomination for election was previously so
approved or recommended; or
(iv) there is consummated a merger or consolidation of the
Company, Parent or any direct or indirect subsidiary
of the Company with any other corporation, other than
(x) a merger or consolidation which would result in
the voting securities of the Company outstanding
immediately prior to such merger or consolidation
continuing to represent (either by remaining
outstanding or by being converted into voting
securities of the surviving entity or any parent
thereof), in combination with the ownership of any
trustee or other fiduciary holding securities under
an employee benefit plan of Parent, the Company or
any subsidiary of the Company, at least 60% of the
combined voting power of the securities of the Company
or such surviving entity or any parent thereof
outstanding immediately after such merger or
consolidation, or (y) a merger or consolidation
effected to implement a recapitalization of Parent or
the Company (or similar transaction) in which no
Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not
including in the securities Beneficially Owned by such
Person, any securities acquired directly from the
Company, other than in connection with the acquisition
by the Company or its affiliates of a business)
representing 30% or more of the combined voting power
of the Company's then outstanding securities; or
(v) the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or
there is consummated an agreement for the sale or
disposition by the Company of all or substantially all
of the assets of the Company, other than a sale or
disposition by the Company of all or substantially all
of the assets of the Company, to an entity, at least
60% of the combined voting power of the voting
securities of which are owned by stockholders of the
Company in substantially the same proportions as their
ownership of the Company immediately prior to such
sale.
(e) Confidential Information. "Confidential Information" shall
mean information about the Company and its respective
suppliers, clients and customers that is not disclosed by
the Company for financial reporting purposes and that was
learned by Executive in the course of his employment
hereunder, including (without limitation) proprietary
knowledge, trade secrets, market research, data, formulae,
information and supplier, client and customer lists and all
papers, resumes, and records (including computer records) of
the documents containing such Confidential Information.
(f) Date of Termination. "Date of Termination" shall mean (i)
if the Executive's employment is terminated by his death,
the date of his death, (ii) if the Executive's employment
is terminated pursuant to subsection (b) above, thirty (30)
days after Notice of Termination is given (provided that the
Executive shall not have returned to the performance of his
duties on a full-time basis during such thirty (30) day
period), (iii) if the Executive's employment is terminated
pursuant to subsection (c) above, the date specified in the
Notice of Termination, and (iv) if the Executive's
employment is terminated for any other reason, the date on
which a Notice of Termination is given; provided that, if
within thirty (30) days after any Notice of Termination is
given the party receiving such Notice of Termination
notifies the other party that a dispute exists concerning
the termination, the Date of Termination shall be the date
on which the dispute is finally determined, either by mutual
written agreement of the parties or by a final judgment,
order or decree of a court of competent jurisdiction (the
time for appeal there from having expired and no appeal
having been perfected).
<PAGE> 50
(g) Exchange Act. "Exchange Act" shall mean the Securities
Exchange Act of 1934 as amended from time to time and as now
or hereafter construed, interpreted and applied by
regulations, rulings and cases.
(h) Good Reason. The Executive's termination of employment with
the Company shall be deemed for "Good Reason" if it occurs
within twelve (12) months of any of the following without
the Executive's express written consent:
(i) the assignment to the Executive by the Company of
duties inconsistent with, or a substantial adverse
alteration in the nature or status of, Executive's
responsibilities as of the date hereof;
(ii) a reduction by the Company in the Executive's annual
Cash Compensation as in effect on the date hereof or
as in effect from time to time if such amounts are
increased during the term of this Agreement;
(iii) any failure by the Company to continue in effect
without substantial change any Benefit Plan, or the
taking of any action by the Company which would
adversely affect the Executive's participation in or
materially reduce the Executive's benefits under any
such Benefit Plan (including a more than 10% reduction
from the highest percentage of available EIP award
paid in the three (3) immediately preceding calendar
years to the Executive) or deprive the Executive of
any material fringe benefit currently enjoyed by the
Executive unless an equitable substitute arrangement
(embodied in an ongoing substitute or alternative
Benefit Plan) has been made for the benefit of the
Executive with respect to the Benefit Plan in
question;
(iv) any material breach by the Company of any provision of
this Agreement which, if capable of being rectified by
the Company, is not rectified within thirty (30) days
of notice (which notice specifies the nature of such
breach);
(v) any failure by the Company to obtain the assumption of
this Agreement by any successor or assign of the
Company; or
(vi) any purported termination of the Executive's
employment by the Company which is not effected
pursuant to a Notice of Termination satisfying the
requirements of Section 12 above, and for purposes of
this Agreement, no such purported termination shall be
effective.
(i) Parent. "Parent" shall mean the ultimate controlling
parent of the Company.
(j) Person. "Person" shall have the meaning of such term as
used in Section (3)(a)(9) of the Exchange Act.
(k) Potential Change in Control. A "Potential Change in
Control" shall be deemed to have occurred if the event set
forth in any one of the following paragraphs shall have
occurred:
(i) the Company, Parent or any Person publicly announces
an intention to take or to consider taking actions
which, if consummated, would constitute a Change in
Control;
<PAGE> 51
(ii) in connection with the purchase of the voting
securities of the Company, any person, or group of
persons, file or are required to file, an application
seeking approval of insurance regulatory authorities
relative to the acquisition of control of a domestic
insurer or reciprocal exchanges;
(iii) the Company or Parent enters into an agreement, the
consummation of which would result in the occurrence
of a Change in Control;
(iv) any Person becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (other than
Parent) representing 15% or more of either the then
outstanding shares of common stock of the Company or
the combined voting power of the then outstanding
securities of the Company (not including in the
securities beneficially owned by such Person or any
securities acquired directly from the Company).
For purposes of this Agreement, a Potential Change in
Control shall be deemed to have been abandoned if, prior to
a Change in Control (and provided that no Change in Control
occurs within 180 days thereafter), (A) in connection with
a Potential Change in Control described in (k)(i) above, an
announcement is made recanting such intention, (B) in
connection with a Potential Change in control described in
(k)(ii) above such approval is formally rejected, (C) in
connection with a Potential Change in Control described in
(k)(iii) above, such agreement is abandoned prior to
consummation, (D) in connection with a Potential Change in
Control described in (k)(iv) above, such Person ceases to
be a Beneficial Owner, directly or indirectly, of
securities of the Company representing 15% or more of such
securities; or (E) the Board adopts a resolution to the
effect that, for purposes of this Agreement, such Potential
Change in Control has been abandoned.
14. Miscellaneous. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge
is agreed to in writing signed by the Executive and the Company. No
waiver by either party hereto at any time of any breach by the other
party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect
to the subject matter hereof have been made by either party which
are not set forth expressly in this agreement.
15. Validity. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which
shall remain in full force and effect.
16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
17. Mediation. Before any party commences an action for damages or
other relief (except injunctive relief that is sought by the Company
for an alleged violation of Section 10 of this Agreement), Executive
and the Company agree to submit any dispute, claim or controversy
arising out of or relating to this Agreement, including the breach,
termination or validity thereof (a "Dispute") to non-binding
mediation. The mediation provided for in this Section shall occur
before a retired judge who shall be selected by the parties from
JAMS/Endispute. If the parties are unable to agree upon a mediator,
a mediator will be selected from JAMS/Endispute pursuant to its
applicable rules then in existence. The mediation shall occur
within 45 days following the appointment of the mediator. In
connection with the mediation,
<PAGE> 52
each party shall bear his or its own attorneys' fees and costs and
the mediator's fee shall be paid in equal shares by the parties to
the mediation. Notwithstanding the foregoing, the Company shall be
entitled to seek a restraining order or injunction in any court of
competent jurisdiction to prevent any continuation of any violation
of the provisions of Section 10 of the Agreement and the Executive
hereby consents that such restraining order or injunction may be
granted without the necessity of the Company's posting any bond and,
provided further that, the Executive shall be entitled to seek
specific performance of his right to be paid until the Date of
Termination during the pendency of any dispute or controversy
arising under or in connection with this Agreement.
18. Controlling Law. This Agreement and the rights of the parties
hereunder shall be governed by and construed and enforced in
accordance with laws of the State of California (excluding its
conflict of laws, principles, statutes or other similar laws)
including all matters of construction, validity, performance and
enforcement.
19. Entire Agreement. This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein
and supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether
oral or written, by any officer, employee or representative of any
party hereto; and any prior agreement of the parties hereto in
respect of the subject matter contained herein is hereby terminated
and cancelled.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date and
year first above written.
FARMERS GROUP, INC., a Nevada corporation
By: /s/ Jason L. Katz
-------------------------------
Name: Jason L. Katz
Title: Senior Vice President and
General Counsel
Keitha T. Schofield
/s/ Keitha T. Schofield
- ------------------------------
(Signature)
Keitha T. Schofield
- ------------------------------
(Name)
<PAGE> 53
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement"), dated as of October 15,
1997, is made and entered into by and between Farmers Group, Inc., a Nevada
corporation (the "Company") and Paul G. Secord (the "Executive").
The Executive is presently employed by the Company.
The Board of Directors of the Company (the "Board") recognizes that the
Executive's contribution to the growth and success of the Company has been
substantial. The Company, on behalf of itself and its stockholders, desires
to continue to attract and retain well-qualified executive and key personnel
who are an integral part of the management of the Company, such as the
Executive, and to assure itself of continuity of management. The Executive is
willing to commit himself to continue to serve the Company, on the terms and
conditions herein provided.
In order to effect the foregoing, the Company and the Executive wish to
enter into an employment agreement on the terms and conditions set forth below.
Accordingly, in consideration of the premises and the respective covenants
and agreements of the parties herein contained, and intending to be legally
bound hereby, the parties hereto agree as follows:
1. Employment. The Company hereby agrees to continue to employ the
Executive, and the Executive hereby agrees to continue to serve
the Company, on the terms and conditions set forth herein.
2. Term. This Agreement shall commence on the date set forth above
(the "Commencement Date") and shall expire on the last day of the
twenty-fourth (24th) month immediately following the Commencement
Date, unless further extended or sooner terminated as hereinafter
provided. In no event, however, shall the term of the
Executive's employment hereunder extend beyond the date of the
Executive's actual retirement in accordance with the Company's
retirement policies in effect on the date hereof.
Notwithstanding the foregoing, (a) if a Potential Change in
Control shall have occurred during the Initial Term or any
Extended Term, the term of this Agreement shall be extended and
shall continue in effect through the last day of the twenty-fourth
(24th) month immediately following the date on which such
Potential Change in Control occurred and (b) if a Change in
Control shall have occurred during the Initial Term or any
Extended Term, the term of this Agreement shall be extended and
shall continue in effect through the last day of the
twenty-fourth (24th) month immediately following the date on which
such Change in Control occurred; provided that, if such Potential
Change in Control is abandoned prior to the occurrence of a Change
in Control, this Agreement shall expire in accordance with the
provisions hereof, without regard to such extension.
3. Position and Duties. The Executive shall serve in his current
position or any other position to which he may from time to time
be assigned by the Board and shall have such responsibilities,
duties and authority as may be appropriate for his then existing
position whether or not consistent with his current
responsibilities, duties and authority. The Executive shall
devote substantially all his working time and efforts to the
business and affairs of the Company.
<PAGE> 54
4. Place of Performance. In connection with the Executive's employment
by the Company, the Executive shall be based in his current location
or such other location to which he may be assigned by the Board
from time to time.
5. Compensation and Related Matters.
(a) Compensation. During the period of the Executive's
employment hereunder, the Company shall pay to the
Executive an annual amount equal to the Executive's Cash
Compensation at a rate not less than the rate in effect as
of the date hereof or such higher rate as may from time to
time be determined by the Board, such compensation to be
paid in such installments as are customary from time to
time for executive officers of the Company. This
compensation may be increased from time to time in
accordance with normal business practices of the Company
and, if so increased, shall not thereafter during the term
of this Agreement be decreased. Such compensation shall
not be deemed exclusive and shall not prevent the Executive
from participating in any other compensation or benefit
plan of the Company. The Cash Compensation payments
(including any increased salary payments) hereunder shall
not in any way limit or reduce any other obligation of the
Company hereunder, and no other compensation, benefit or
payment hereunder shall in any way limit or reduce the
obligation of the Company to pay the Executive's Cash
Compensation hereunder.
(b) Expenses. During the term of the Executive's employment
hereunder, the Executive shall be entitled to receive
prompt reimbursement for all reasonable and customary
expenses incurred by the Executive in performing services
hereunder, including all expenses of travel and living
expenses while away from home on business or at the request
of and in the service of the Company; provided that, such
expenses are incurred and accounted for in accordance with
the policies and procedures established by the Company.
(c) Other Benefits. The Executive shall be entitled to
continue to participate in all Company and Parent
compensation, incentive, welfare or benefit plans or
arrangements, as well as any plan or arrangement whereby
the Executive may acquire securities of the Company or
Parent in effect on the date hereof in which the Executive
is participating, or subsequent plans or arrangements
providing the Executive with substantially similar benefits
thereunder, including without limitation the Company's
Employees' Profit Sharing and Savings Plan, Employees'
Pension Plan, Farmers Stock Incentive Plan, Employees'
Stock Ownership Plan, the Farmers Executive Incentive
Program (the "EIP"), the Premier Award Unit Plan (the
"Premier Plan") and any other plan or arrangement to
receive and exercise stock options or stock appreciation
rights, supplemental pension plan, insured medical
reimbursement plan, automobile benefits, executive
financial planning, group life insurance plan, personal
catastrophe liability insurance, medical, dental, accident
and disability plans (each a "Benefit Plan"). The
Executive shall be entitled to participate in or receive
benefits under any Benefit Plan made available by the
Company in the future to its executives and key management
employees, subject to and on a basis consistent with the
terms, conditions and overall administration of such plans
and arrangements. Nothing paid to the Executive under any
Benefit Plan presently in effect or made available in the
future shall be deemed to be in lieu of the salary payable
to the Executive pursuant to paragraph (a) of this Section.
Any payments or benefits payable to the Executive hereunder
in respect of any calendar year during which the Executive
is employed by the Company for less than the entire such
year shall, unless otherwise provided in the applicable
Benefit Plan be prorated in accordance with the number of
days in such calendar year during which he is so employed.
<PAGE> 55
(d) Vacations. The Executive shall be entitled to no less than
the number of vacation days in each calendar year, and to
compensation in respect of earned but unused vacation days,
determined in accordance with the Company's vacation policy
as in effect on the date hereof.
(e) Services Furnished. The Company shall furnish the
Executive with office space, stenographic assistance and
such other facilities and services as shall be suitable to
the Executive's position and adequate for the performance
of his then existing duties in accordance with the terms of
Section 3 hereof.
6. Termination. Without prejudice to Section 2 hereof, the
Executive's employment hereunder may be terminated without any
breach of this Agreement only under the following circumstances:
(a) Death. The Executive's employment hereunder shall
terminate upon his death.
(b) Disability. If, (i) as a result of the Executive's
incapacity due to physical or mental illness, the Executive
shall have been absent from his duties with the Company on
a full-time basis for the entire period of six (6)
consecutive months, and within thirty (30) days after
written "Notice of Termination" (as defined in Section 12
below) is thereafter given by the Company (which may occur
before or after the end of such six month period) the
Executive shall not have returned to the performance of his
duties hereunder on a full-time basis, or (ii) the
Executive becomes eligible for benefits under the Company's
long-term disability plan or any successor plan, the
Company may terminate this Agreement and the Executive's
employment hereunder for "Disability."
(c) Cause. The Company may, in writing and without prior
notice, terminate the Executive's employment hereunder for
Cause (except as otherwise provided in clause (iv) of
subsection 13(c)). Notwithstanding the foregoing, the
Executive shall have the right to contest his termination
for Cause (for purposes of this Agreement) by mediation in
accordance with the provisions of this Agreement as set
forth in Section 17 herein.
(d) Termination by the Executive. The Executive may terminate
his employment hereunder for Good Reason. For purposes of
any determination regarding the existence of Good Reason,
any claim by the Executive that Good Reason exists shall be
presumed to be correct unless the Company establishes to
the then existing Compensation Committee of the Board that
Good Reason does not exist.
7. Compensation During Disability or Upon Termination.
(a) During any period that the Executive fails to perform his
duties hereunder as a result of incapacity due to physical
or mental illness ("Disability Period"), the Executive
shall continue to receive his full salary at the rate then
in effect for such period until his employment is
terminated pursuant to Section 6(b) hereof; provided that,
payments so made to the Executive during the Disability
Period shall be reduced by the sum of the amounts, if any,
payable to the Executive at or prior to the time of any
such payment under disability benefit plans of the Company
or under the Social Security disability insurance program,
and which amounts were not previously applied to reduce any
such payment.
(b) If the Executive's employment is terminated by his death,
the Company shall pay any amounts due to the Executive
under Section 5 through the date of his death in accordance
with Section 11(b).
<PAGE> 56
(c) If the Executive's employment is terminated by the Company
for Cause or by the Executive for other than Good Reason,
the Company shall pay the Executive his full salary through
the Date of Termination at the rate in effect at the time
Notice of Termination is given and the Company shall have
no further obligations to the Executive under this
Agreement.
(d) If (1) in breach of this Agreement, the Company shall
terminate the Executive's employment other than for
Disability pursuant to Section 6(b) or for Cause (it being
understood that a purported termination for Disability
pursuant to Section 6(b) or for Cause which is disputed and
finally determined not to have been proper shall be a
termination by the Company in breach of this Agreement) or
(2) the Executive shall terminate his employment for Good
Reason, then, subject to the provisions of Section 10
hereof, the Company shall:
(i) pay the Executive his full annual base salary through
the Date of Termination at the rate in effect at the
time Notice of Termination is given and all other
unpaid amounts, if any, to which the Executive is
entitled as of the Date of Termination under any
Benefit Plan at the time such payments are due;
(ii) subject to the provisions of Section 9 hereof, in
lieu of any further salary payments to the Executive
for periods subsequent to the Date of Termination,
pay as liquidated damages to the Executive an amount
equal to the Executive's Cash Compensation (as
defined below), times a fraction the numerator of
which is the number of months remaining in the then
current term of the Agreement, and the denominator of
which is twelve (12), such payment to be made in a
lump sum in cash, on or before the fifth day
following the Date of Termination;
(iii) subject to the provisions of Section 9 hereof,
arrange to provide the Executive for one (1) year
(or such shorter period as Executive may elect), with
disability, life, accident and health insurance
substantially similar to those insurance benefits
which Executive is receiving immediately prior to the
Notice of Termination (including coverage for
dependents at the same per person cost as the
Executive is then paying); provided that, benefits
otherwise receivable by Executive pursuant to this
subsection 6 (d)(iii) shall be reduced to the extent
comparable benefits are actually received by the
Executive during such one (1) year period following
his termination (or such shorter period elected by
the Executive), and any such benefits actually
received by Executive shall be reported by him to the
Company;
(iv) subject to the provisions of Section 9 hereof, pay
the Executive a benefit under the Premier Plan (or
other long term incentive plan) as if he had
terminated employment by reason of his retirement
(without regard to whether the Executive has, and
without deeming the Executive to have, reached his
normal retirement age) and as if any remaining
performance criteria and any time period of service
requirement had been waived; and
(v) subject to the provisions of Section 9 hereof, pay to
the Executive a single lump sum payment equal to the
excess of (x) over (y), where (x) is equal to the
present lump sum value of the combined pension
benefits that the Executive would receive under
the Employees' Pension Plan (the "Pension Plan"),
taking into account Article XV thereof, the Employee
Benefits Restoration Plan (the "Restoration Plan")
and providing supplemental pension benefits
(collectively, the "Plans"), at his earliest benefit
commencement date under the Pension Plan
<PAGE> 57
computed by increasing, in the case of each Plan,
the number of years of credited service actually
taken into account under each Plan as of the date of
his termination of employment, or, if earlier, the
termination of the Pension Plan, by two (2) years,
and (y) is equal to the present lump sum value of
the combined pension benefits actually payable to
the Executive on his earliest benefit commencement
date under the Pension Plan (taking into account
Article XV thereof), the Restoration Plan and the
Agreement based, in the case of each Plan, on the
actual number of years of credited service actually
taken into account under each Plan as of the date of
his termination of employment, or, if earlier, the
termination of the Pension Plan. The foregoing lump
sum present value amount, shall be computed using the
actuarial factors under the Pension Plan in effect on
the date of the Executive's termination of employment
or, if earlier, the termination of the Pension Plan.
Notwithstanding the foregoing, in the event the Executive does
not have two (2) full years remaining until the Executive's
mandatory-retirement date under the Company's retirement
policies, for purposes of this Section 7, the minimum two (2)
year period set forth above shall automatically be reduced to
the number of years and/or partial years (measured by months)
remaining until such Executive's retirement. For example, if
Executive terminated his employment for Good Reason six months
before mandatory retirement, the minimum two (2) year period set
forth above would be reduced from 2 to 1.5. For purposes of this
Agreement, the mandatory retirement age of an Executive shall
be 65.
8. Indemnification for Excise Tax.
(a) Notwithstanding any other provisions of this Agreement, in
the event that any of the payments or benefits received or
to be received by the Executive in connection with a
"change in control" (as defined in Section 280G of the
Code) (whether pursuant to the terms of this Agreement or
any other plan, arrangement or agreement with the Company,
any Person whose actions result in a change in control or
any Person affiliated with the Company or such Person)
(such payments or benefits, excluding the Gross-Up Payment,
being hereinafter referred to as the "Total Payments") will
be subject to the Excise Tax, the Company shall pay to the
Executive an additional amount (the "Gross-Up Payment")
such that the net amount retained by the Executive, after
deduction of any Excise Tax on the Total Payments and any
federal, state and local income and employment taxes and
Excise Tax upon the Gross-Up Payment, shall be equal to the
Total Payments.
(b) For purposes of determining whether any of the Total
Payments will be subject to the Excise Tax and the amount
of such Excise Tax, (i) all of the Total Payments shall be
treated as "parachute payments" (within the meaning of
section 280G(b)(2) of the Code) unless, in the opinion of
tax counsel ("Tax Counsel") reasonably acceptable to the
Executive and selected by the accounting firm which was,
immediately prior to the change in control, the Company's
independent auditor (the "Auditor"), such payments or
benefits (in whole or in part) do not constitute parachute
payments, including by reason of section 280G(b)(4)(A) of
the Code, (ii) all "excess parachute payments" within the
meaning of section 280G(b)(1) of the Code shall be treated
as subject to the Excise Tax unless, in the opinion of Tax
Counsel, such excess parachute payments (in whole or in
part) represent reasonable compensation for services
actually rendered (within the meaning of section 280G(b)(4)
(B) of the Code) in excess of the Base Amount allocable to
such reasonable compensation, or are otherwise not subject
to the Excise Tax, and (iii) the value of any noncash
benefits or any deferred payment or benefit shall be
determined by the Auditor in accordance with the principles
of sections 280G(d)(3) and (4) of the Code. For purposes
of determining the amount of
<PAGE> 58
the Gross-Up Payment, the Executive shall be deemed to pay
federal income tax at the highest marginal rate of federal
income taxation in the calendar year in which the Gross-Up
Payment is to be made and state and local income taxes at
the highest marginal rate of taxation in the state and
locality of the Executive's residence on the Date of
Termination (or if there is no Date of Termination, then
the date on which the Gross-Up Payment is calculated for
purposes of this Section 8), net of the maximum reduction
in federal income taxes which could be obtained from
deduction of such state and local taxes.
(c) In the event that the Excise Tax is finally determined to
be less than the amount taken into account hereunder in
calculating the Gross-Up Payment, the Executive shall repay
to the Company, within five (5) business days following the
time that the amount of such reduction in the Excise Tax is
finally determined, the portion of the Gross-Up Payment
attributable to such reduction (plus that portion of the
Gross-Up Payment attributable to the Excise Tax and
federal, state and local income and employment taxes
imposed on the Gross-Up Payment being repaid by the
Executive, to the extent that such repayment results in a
reduction in the Excise Tax and a dollar-for-dollar
reduction in the Executive's taxable income and wages for
purposes of federal, state and local income and employment
taxes, plus interest on the amount of such repayment at
120% of the rate provided in section 1274(b)(2)(B) of the
Code. In the event that the Excise Tax is determined to
exceed the amount taken into account hereunder in
calculating the Gross-Up Payment (including by reason of
any payment the existence or amount of which cannot be
determined at the time of the Gross-Up Payment), the
Company shall make an additional Gross-Up Payment in
respect of such excess (plus any interest, penalties or
additions payable by the Executive with respect to such
excess) within five (5) business days following the time
that the amount of such excess is finally determined. The
Executive and the Company shall each reasonably cooperate
with the other in connection with any administrative or
judicial proceedings concerning the existence or amount of
liability for Excise Tax with respect to the Total Payments.
(d) Preparation of Tax Return. The Company, at its expense,
agrees to supply the Executive with advice from competent
tax counsel as to whether said Executive must reflect and
pay an excise tax under Sections 280G and 4999 of the Code
on the filing of any federal income tax return of said
Executive relating to the period or periods in which said
Executive received payments or benefits under this
Agreement which may result in the imposition of such an
excise tax. If such tax counsel advises that such excise
tax must be reflected and paid on such tax return, said
Executive agrees to so reflect and pay such tax at which
time the Company will reimburse said Executive in
accordance with this Section 8. If such tax counsel
advises that such excise tax need not be reflected and paid
on such tax return, said Executive agrees to prepare and
file his tax return in accordance with such advice. In
either case the Company shall indemnify said Executive in
accordance with Section 8(a) of this Agreement for any
subsequent assessment of excise taxes made by the Internal
Revenue Service under Section 4999 of the Code in
accordance with the provisions of this Section 8.
(e) Duty to Cooperate. The Executive agrees promptly to notify
the Company in the event of any audit by the Internal
Revenue Service ("IRS") in which the IRS asserts that any
excise tax should be assessed against said Executive and to
cooperate with the Company in contesting (at the Company's
expense) any such proposed assessment. Said Executive
agrees not to settle or compromise any such assessment
without the Company's consent. If said Executive's failure
to settle a proposed assessment with respect to such excise
tax ("Proposed Assessment") at the direction of the Company
is the reason his overall audit cannot be finally resolved,
then said
<PAGE> 59
Executive may demand that the Company consent to settle
the Proposed Assessment. If the Company does not settle
the Proposed Assessment, or consent to allow said
Executive to settle, within sixty (60) days, the Company
shall indemnify and hold harmless said Executive from any
additional interest or penalties resulting from the delay
in finally resolving the audit.
9. Effect of Agreement on Other Contractual Rights. The provisions
of this Agreement, and any payment provided for hereunder, shall
not reduce any amounts otherwise payable, or in any way diminish
the Executive's existing rights, or rights which would accrue
solely as a result of the passage of time, under any Benefit Plan.
10. Restrictive Covenants.
(a) During the term of this Agreement, Executive shall not,
directly or indirectly, without the prior written consent
of the Company, provide consultative service to (with or
without pay), own, manage, operate, join, control,
participate in, or be connected with (as a stockholder,
partner, officer, director, employee or otherwise) any
business, individual, partner, firm, corporation, or other
entity that directly or indirectly competes with the
Company (a "Competitor of the Company"); provided that, the
"beneficial ownership" by Executive, either individually or
as a member of a "group," as such terms are used in Rule
13d of the General Rules and Regulations Exchange Act, of
not more than five percent (5%) of the voting stock of any
publicly held corporation shall not be a violation of this
Agreement.
(b) Confidential Information. Executive acknowledges that in
his employment hereunder he occupies a position of trust
and confidence. During the term of the Agreement and for
all periods thereafter, Executive shall not, except as may
be required to perform his duties hereunder or as required
by applicable law, and except for information which is or
becomes publicly available other than as a result of a
breach by the Executive of the provisions hereof, disclose
to others or use, whether directly or indirectly, any
Confidential Information. Executive acknowledges that such
Confidential Information is specialized, unique in nature
and of great value to the Company, and that such
information gives the Company a competitive advantage. The
Executive agrees to deliver or return to the Company, at
the Company's request at any time or upon termination or
expiration of his employment or as soon thereafter as
possible, all documents, computer tapes and disks, records,
lists, data, drawings, prints, notes and written
information (and all copies thereof) furnished by the
Company or prepared by the Executive during the term of his
employment by the Company.
(c) Business Diversion. During the term of this Agreement and
any Severance Period thereafter, Executive shall not,
directly or indirectly, influence or attempt to influence
customers or suppliers of the Company to divert their
business to any Competitor of the Company.
(d) Nonsolicitation. Executive recognizes that he will possess
confidential information about other employees of the
Company, relating to, among other things, their education,
experience, skills, abilities, compensation and benefits,
and inter-personal relationships with suppliers and
customers of the Company. Executive recognizes that the
information he will possess about these other employees is
not generally known, is of substantial value to the
Company and will be acquired by him because of his business
position with the Company. Executive agrees that, during
the term of this Agreement and for one (1) year thereafter,
he will not, directly or indirectly, solicit or recruit any
employee of the Company for the purpose of being employed by
him or
<PAGE> 60
by any other person on whose behalf he is acting as
an agent, representative or employee and that he will not
convey any such confidential information or trade secrets
about other employees of the Company.
11. Successors; Binding Agreement.
(a) In connection with any agreement to which it is a party, the
Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of
the Company, by agreement in form and substance satisfactory
to the Executive, to expressly assume and agree to perform
this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to
obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a breach of
this Agreement and shall entitle the Executive to
compensation from the Company in the same amount and on the
same terms as he would be entitled to hereunder if he
terminated his employment for Good Reason, except that for
purposes of implementing the foregoing, the date on which
any such succession becomes effective shall be deemed the
Date of Termination. As used in this Agreement, "Company"
shall mean the Company as herein before defined and any
successor to its business and/or assets as aforesaid which
executes and delivers the agreement provided for in this
Section 11 or which otherwise becomes bound by all the terms
and provisions of this Agreement by operation of law.
(b) This Agreement shall inure to the benefit of and be
enforceable by the Executive's personal and legal
representatives, executors, administrators, successors,
heirs, distributees, devises and legatees. If the
Executive should die while any amounts are still payable to
him hereunder, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this
Agreement to the Executive's devisee, legatee, or other
designee or, if there be no such designee, to the
Executive's estate.
12. Notice/Notice of Termination. For purposes of this Agreement,
notices and all other communications provided for in the Agreement
shall be in writing and shall be deemed to have been duly given
when delivered or mailed by United States registered mail, return
receipt requested, postage prepaid, as follows: if to the
Company - Farmers Group, Inc., 4680 Wilshire Boulevard, Los
Angeles, California 90010, Attention: Secretary; and if to the
Executive at the address specified at the end of this Agreement.
Notice may also be given at such other address as either party may
have furnished to the other in writing in accordance herewith,
except that notices of change of address shall be effective only
upon receipt. Any purported termination of the Executive's
employment by the Company or the Executive hereunder shall be
communicated by a Notice of Termination to the other party as set
forth herein. For purposes of this Agreement, a "Notice of
Termination" shall mean a written notice which shall indicate
those specific termination provisions in this Agreement relied
upon and which sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the
Executive's employment under the provision of Sections 6(b), (c)
and (d) hereof.
<PAGE> 61
13. Definitions.
Terms not otherwise defined in this Agreement shall have the
meanings set forth in this Section 13.
(a) Beneficial Owner. "Beneficial Owner" shall have the meaning
of such term as defined in Rule 13d-3 of the Exchange Act.
(b) Cash Compensation. "Cash Compensation" shall mean the sum
of (x) the average of the final three (3) year's base salary
of the Executive, and (y) an amount equal to the sum of (i)
the average of the final three (3) year's cash bonus paid to
the Executive under the EIP or any other bonus plan of the
Company, for any of the fiscal years ended during the term
of this Agreement, and (ii) the average of the amounts
allocated to the Executive under the Employee's Profit
Sharing and Savings Trust for such years.
(c) Cause. "Cause" shall mean: (i) the commission of a felony
(other than driving while intoxicated or while under the
influence of alcohol or drugs), (ii) the engaging by
Executive in misconduct involving dishonesty which is
injurious to the Company, monetarily or otherwise or which
is inimical to the effective performance of the Executive's
duties, (iii) a willful dereliction of duty or intentional
and malicious conduct contrary to the best interests of the
Company or its business if such dereliction of duty or
misconduct is not corrected within thirty (30) days after
written notice hereof from the Company, (iv) a refusal to
perform reasonable services customarily performed by the
Executive (other than by reason of a Disability); unless
such refusal, if capable of being corrected, is corrected
within thirty (30) days after written notice thereof from
the Company, or (v) the Executive's engaging in conduct that
violates the Restrictive Covenants set forth in Section 10
hereof.
(d) Change in Control. A "Change in Control" of the Company
shall be deemed to have occurred if the event set forth in
any one of the following paragraphs shall have occurred:
(i) any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company
(other than Parent) representing 30% or more of the
combined voting power of the then outstanding
securities of the Company, excluding any Person who
becomes such a Beneficial Owner in connection with a
transaction described in clause (x) of paragraph (iv)
below; or
(ii) members of the public become the Beneficial Owners,
directly or indirectly, of securities of the Company
(other than Parent) representing 60% or more of the
combined voting power of the then outstanding
securities of the Company; or
(iii) the following individuals cease for any reason to
constitute a majority of the number of directors of
the Board then serving: individuals who, on the date
hereof, constitute such board and any new director
(other than a director whose initial assumption of
office is in connection with an actual or threatened
election contest, including but not limited to a
consent solicitation, relating to the election of
directors of the Company) whose appointment or
election by such board or nomination for election by
stockholders was approved or recommended by a vote of
at least two-thirds (2/3) of the directors then still
in office who either were directors on the date hereof
or whose appointment,
<PAGE> 62
election or nomination for election was previously so
approved or recommended; or
(iv) there is consummated a merger or consolidation of the
Company, Parent or any direct or indirect subsidiary
of the Company with any other corporation, other than
(x) a merger or consolidation which would result in
the voting securities of the Company outstanding
immediately prior to such merger or consolidation
continuing to represent (either by remaining
outstanding or by being converted into voting
securities of the surviving entity or any parent
thereof), in combination with the ownership of any
trustee or other fiduciary holding securities under
an employee benefit plan of Parent, the Company or
any subsidiary of the Company, at least 60% of the
combined voting power of the securities of the Company
or such surviving entity or any parent thereof
outstanding immediately after such merger or
consolidation, or (y) a merger or consolidation
effected to implement a recapitalization of Parent or
the Company (or similar transaction) in which no
Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not
including in the securities Beneficially Owned by such
Person, any securities acquired directly from the
Company, other than in connection with the acquisition
by the Company or its affiliates of a business)
representing 30% or more of the combined voting power
of the Company's then outstanding securities; or
(v) the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or
there is consummated an agreement for the sale or
disposition by the Company of all or substantially all
of the assets of the Company, other than a sale or
disposition by the Company of all or substantially all
of the assets of the Company, to an entity, at least
60% of the combined voting power of the voting
securities of which are owned by stockholders of the
Company in substantially the same proportions as their
ownership of the Company immediately prior to such
sale.
(e) Confidential Information. "Confidential Information" shall
mean information about the Company and its respective
suppliers, clients and customers that is not disclosed by
the Company for financial reporting purposes and that was
learned by Executive in the course of his employment
hereunder, including (without limitation) proprietary
knowledge, trade secrets, market research, data, formulae,
information and supplier, client and customer lists and all
papers, resumes, and records (including computer records) of
the documents containing such Confidential Information.
(f) Date of Termination. "Date of Termination" shall mean (i)
if the Executive's employment is terminated by his death,
the date of his death, (ii) if the Executive's employment
is terminated pursuant to subsection (b) above, thirty (30)
days after Notice of Termination is given (provided that the
Executive shall not have returned to the performance of his
duties on a full-time basis during such thirty (30) day
period), (iii) if the Executive's employment is terminated
pursuant to subsection (c) above, the date specified in the
Notice of Termination, and (iv) if the Executive's
employment is terminated for any other reason, the date on
which a Notice of Termination is given; provided that, if
within thirty (30) days after any Notice of Termination is
given the party receiving such Notice of Termination
notifies the other party that a dispute exists concerning
the termination, the Date of Termination shall be the date
on which the dispute is finally determined, either by mutual
written agreement of the parties or by a final judgment,
order or decree of a court of competent jurisdiction (the
time for appeal there from having expired and no appeal
having been perfected).
<PAGE> 63
(g) Exchange Act. "Exchange Act" shall mean the Securities
Exchange Act of 1934 as amended from time to time and as now
or hereafter construed, interpreted and applied by
regulations, rulings and cases.
(h) Good Reason. The Executive's termination of employment with
the Company shall be deemed for "Good Reason" if it occurs
within twelve (12) months of any of the following without
the Executive's express written consent:
(i) a reduction by the Company in the Executive's annual
Cash Compensation as in effect on the date hereof or
as in effect from time to time if such amounts are
increased during the term of this Agreement;
(ii) any failure by the Company to continue in effect
without substantial change any Benefit Plan, or the
taking of any action by the Company which would
adversely affect the Executive's participation in or
materially reduce the Executive's benefits under any
such Benefit Plan (including a more than 10% reduction
from the highest percentage of available EIP award
paid in the three (3) immediately preceding calendar
years to the Executive) or deprive the Executive of
any material fringe benefit currently enjoyed by the
Executive unless an equitable substitute arrangement
(embodied in an ongoing substitute or alternative
Benefit Plan) has been made for the benefit of the
Executive with respect to the Benefit Plan in
question;
(iii) any material breach by the Company of any provision of
this Agreement which, if capable of being rectified by
the Company, is not rectified within thirty (30) days
of notice (which notice specifies the nature of such
breach);
(iv) any failure by the Company to obtain the assumption of
this Agreement by any successor or assign of the
Company; or
(v) any purported termination of the Executive's
employment by the Company which is not effected
pursuant to a Notice of Termination satisfying the
requirements of Section 12 above, and for purposes of
this Agreement, no such purported termination shall be
effective.
Notwithstanding the foregoing, (a) a change in the
Executive's title, (b) the assignment to the Executive by
the Company of duties inconsistent with or substantially
different in nature or status to the Executive's
responsibilities on the date hereof or (c) the transfer from
time to time of the Executive by the Company to a place of
employment different than the Executive's place of
employment on the date hereof or on any subsequent date,
shall not constitute "Good Reason" hereunder.
(i) Parent. "Parent" shall mean the ultimate controlling
parent of the Company.
(j) Person. "Person" shall have the meaning of such term as
used in Section (3)(a)(9) of the Exchange Act.
(k) Potential Change in Control. A "Potential Change in
Control" shall be deemed to have occurred if the event set
forth in any one of the following paragraphs shall have
occurred:
<PAGE> 64
(i) the Company, Parent or any Person publicly announces
an intention to take or to consider taking actions
which, if consummated, would constitute a Change in
Control;
(ii) in connection with the purchase of the voting
securities of the Company, any person, or group of
persons, file or are required to file, an application
seeking approval of insurance regulatory authorities
relative to the acquisition of control of a domestic
insurer or reciprocal exchanges;
(iii) the Company or Parent enters into an agreement, the
consummation of which would result in the occurrence
of a Change in Control;
(iv) any Person becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (other than
Parent) representing 15% or more of either the then
outstanding shares of common stock of the Company or
the combined voting power of the then outstanding
securities of the Company (not including in the
securities beneficially owned by such Person or any
securities acquired directly from the Company).
For purposes of this Agreement, a Potential Change in
Control shall be deemed to have been abandoned if, prior to
a Change in Control (and provided that no Change in Control
occurs within 180 days thereafter), (A) in connection with
a Potential Change in Control described in (k)(i) above, an
announcement is made recanting such intention, (B) in
connection with a Potential Change in control described in
(k)(ii) above such approval is formally rejected, (C) in
connection with a Potential Change in Control described in
(k)(iii) above, such agreement is abandoned prior to
consummation, (D) in connection with a Potential Change in
Control described in (k)(iv) above, such Person ceases to
be a Beneficial Owner, directly or indirectly, of
securities of the Company representing 15% or more of such
securities; or (E) the Board adopts a resolution to the
effect that, for purposes of this Agreement, such Potential
Change in Control has been abandoned.
14. Miscellaneous. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge
is agreed to in writing signed by the Executive and the Company. No
waiver by either party hereto at any time of any breach by the other
party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect
to the subject matter hereof have been made by either party which
are not set forth expressly in this agreement.
15. Validity. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which
shall remain in full force and effect.
16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
17. Mediation. Before any party commences an action for damages or
other relief (except injunctive relief that is sought by the Company
for an alleged violation of Section 10 of this Agreement), Executive
and the Company agree to submit any dispute, claim or controversy
arising out of or relating to this Agreement, including the breach,
termination or validity thereof (a "Dispute") to non-binding
mediation. The mediation provided for in this Section
<PAGE> 65
shall occur before a retired judge who shall be selected by the
parties from JAMS/Endispute. If the parties are unable to agree
upon a mediator, a mediator will be selected from JAMS/Endispute
pursuant to its applicable rules then in existence. The mediation
shall occur within 45 days following the appointment of the
mediator. In connection with the mediation, each party shall bear
his or its own attorneys' fees and costs and the mediator's fee
shall be paid in equal shares by the parties to the mediation.
Notwithstanding the foregoing, the Company shall be entitled to seek
a restraining order or injunction in any court of competent
jurisdiction to prevent any continuation of any violation of the
provisions of Section 10 of the Agreement and the Executive hereby
consents that such restraining order or injunction may be granted
without the necessity of the Company's posting any bond and,
provided further that, the Executive shall be entitled to seek
specific performance of his right to be paid until the Date of
Termination during the pendency of any dispute or controversy
arising under or in connection with this Agreement.
18. Controlling Law. This Agreement and the rights of the parties
hereunder shall be governed by and construed and enforced in
accordance with laws of the State of California (excluding its
conflict of laws, principles, statutes or other similar laws)
including all matters of construction, validity, performance and
enforcement.
19. Entire Agreement. This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein
and supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether
oral or written, by any officer, employee or representative of any
party hereto; and any prior agreement of the parties hereto in
respect of the subject matter contained herein is hereby terminated
and cancelled.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date and
year first above written.
FARMERS GROUP, INC., a Nevada corporation
By: /s/ Jason L. Katz
-------------------------------
Name: Jason L. Katz
Title: Senior Vice President and
General Counsel
Paul G. Secord
/s/ Paul G. Secord
- ------------------------------
(Signature)
Paul G. Secord
- ------------------------------
(Name)
Exhibit 12
FARMERS GROUP, INC.
AND SUBSIDIARIES
COMPUTATION OF THE RATIO
OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Years Ended December 31,
------------------------------------------------------------------
1997 1996 1995 1994 1993
---------- ---------- --------- ---------- ---------
($ in thousands)
<S> <C> <C> <C> <C> <C>
Consolidated income before
provision for taxes $1,002,106 $ 863,143 $ 763,493 $ 716,199 $ 692,059
Add:
Portion of rents
representative of interest 7,120 6,707 7,315 7,368 7,452
Interest 45,031 52,883 29,836 18,276 18,440
---------- --------- --------- --------- ---------
Income, as adjusted $1,054,257 $ 922,733 $ 800,644 $ 741,843 $ 717,951
========== ========= ========= ========= =========
Fixed Charges:
Portion of rents
representative of interest $ 7,120 $ 6,707 $ 7,315 $ 7,368 $ 7,452
Interest 45,031 52,883 29,836 18,276 18,440
--------- --------- --------- --------- ---------
Total fixed charges $ 52,151 $ 59,590 $ 37,151 $ 25,644 $ 25,892
========= ========= ========= ========= =========
Ratio of earnings to fixed
charges: 20.2 x 15.5 x 21.5 x 28.9 x 27.7 x
</TABLE>
Exhibit 21
SUBSIDIARIES OF FGI
FARMERS GROUP, INC., A NEVADA CORPORATION, DOING BUSINESS AS FARMERS
UNDERWRITERS ASSOCIATION
Truck Underwriters Association, a California corporation
Fire Underwriters Association, a California corporation
F.I.G. Holding Company, a California corporation (1)
Farmers New World Life Insurance Company, a Washington corporation
FIG Leasing Co., Inc., a California corporation (2)
Prematic Service Corporation, a California corporation (3)
Prematic Service Corporation, a Nevada corporation (4)
Farmers Group Capital, a Delaware statutory business trust
Farmers Group Capital II, a Delaware statutory business trust
Farmers Investment Research & Management, a Nevada corporation
Farmers Underwriters Association, a California corporation (inactive)
F.I.G. Travel, a California corporation (inactive)
Farmers Services Corporation, a Nevada corporation
Farmers Financial Services Corporation, a Nevada corporation
Farmers Reinsurance Company, a California corporation
- ---------------------------------------
(1) Truck Underwriters Association and Fire Underwriters Association own
30% and 70%, respectively, of the equity of F.I.G. Holding Company.
(2) FGI, Truck Underwriters Association and Fire Underwriters Association
own 95.2%, 3.1% and 1.7%, respectively, of the equity of FIG Leasing
Co., Inc..
(3) FGI, Truck Underwriters Association and Fire Underwriters Association
own 38%, 53% and 9%, respectively, of the equity of Prematic
Service Corporation, a California corporation.
(4) Prematic Service Corporation, a California corporation, owns 100%
of the equity of Prematic Service Corporation, a Nevada corporation.
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheet of Farmers Group, Inc. and subsidiaries as of
December 31, 1997 and the related consolidated statements of income,
stockholder's equity and cash flows for the twelve month period ended
December 31, 1997 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> Dec-31-1997
<CASH> 516,253
<SECURITIES> 128,216
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 954,789
<PP&E> 693,272
<DEPRECIATION> 242,392
<TOTAL-ASSETS> 12,117,433
<CURRENT-LIABILITIES> 177,398
<BONDS> 0
500,000
0
<COMMON> 1
<OTHER-SE> 6,781,573
<TOTAL-LIABILITY-AND-EQUITY> 12,117,433
<SALES> 0
<TOTAL-REVENUES> 2,008,941
<CGS> 0
<TOTAL-COSTS> 964,765
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 42,070
<INCOME-PRETAX> 1,002,106
<INCOME-TAX> 408,608
<INCOME-CONTINUING> 593,498
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 593,498
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
