<PAGE>
NOBEL INSURANCE LIMITED
1997 NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT
<PAGE>
NOBEL INSURANCE LIMITED
FALCONER HOUSE, GROUND LEVEL
108 PITTS BAY ROAD
HAMILTON, BERMUDA HM AX
April 7, 1997
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Nobel Insurance Limited (the "Company") to be held at 8:00 A.M., local time,
on Friday, May 9, 1997, at the Marriott Castle Harbour Hotel in Hamilton,
Bermuda. At this meeting you will be asked to (i) fix the number of directors
at six and elect six directors for the ensuing year; (ii) approve the
appointment of KPMG Peat Marwick as the Company's independent auditors for
the 1997 fiscal year; and (iii) transact such other business as may properly
come before the Annual Meeting or any adjournment thereof. Additionally, the
financial statements that are contained in the Company's Form 10-K Annual
Report for the year ended December 31, 1996 will be discussed at the meeting.
It is important that your shares be represented at this meeting;
therefore, if you do not expect to attend in person, please sign and date the
enclosed proxy and return it in the enclosed envelope at your earliest
convenience.
Very truly yours,
/s/ Robert C. Duvall
Robert C. Duvall, CHAIRMAN OF THE BOARD
<PAGE>
NOBEL INSURANCE LIMITED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 9, 1997
To the Shareholders of NOBEL INSURANCE LIMITED
The Annual Meeting of the Shareholders of Nobel Insurance Limited, an
Islands of Bermuda corporation (the "Company"), will be held at the Marriott
Castle Harbour Hotel in Hamilton, Bermuda on May 9, 1997 at 8:00 A.M., local
time, for the following purposes:
(i) To fix the number of directors at six and elect six directors to serve
until the next Annual Meeting of Shareholders or until their
respective successors are elected and qualified;
(ii) To approve the appointment of KPMG Peat Marwick as the Company's
independent auditors for the 1997 fiscal year; and
(iii) To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
Only shareholders of record at the close of business on March 27, 1997 are
entitled to notice of, and to vote at, the meeting or any adjournment thereof.
A list of shareholders entitled to vote at the meeting will be available at the
meeting for examination by any shareholder.
Your officers and directors desire that all shareholders be represented at
the annual meeting; therefore, if you cannot attend in person, please date,
sign, and return the enclosed proxy in the enclosed postage-paid envelope at
your earliest convenience so that your shares may be voted. The proxy must be
signed by all registered holders exactly as the stock is registered.
By Order of the Board of Directors,
/s/ Douglas W. Caudill
Douglas W. Caudill, SECRETARY
Hamilton, Bermuda
April 7, 1997
<PAGE>
NOBEL INSURANCE LIMITED
FALCONER HOUSE, GROUND LEVEL
108 PITTS BAY ROAD
HAMILTON, BERMUDA HM AX
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 9, 1997
This Proxy Statement is furnished to shareholders of Nobel Insurance
Limited, an Islands of Bermuda corporation (the "Company"), in connection
with the solicitation on behalf of the Board of Directors of the Company of
proxies to be used at the Annual Meeting of Shareholders of the Company to be
held May 9, 1997 (the "Annual Meeting"). Proxies in the form enclosed will
be voted at the Annual Meeting if properly executed, returned to the Company
before the Annual Meeting and not revoked. A proxy form may be revoked at
any time before it is exercised. This Proxy Statement and the enclosed proxy
form are first being sent to shareholders on or about April 7, 1997.
The enclosed 1996 Annual Report to shareholders does not form any part of
the proxy solicitation material.
OUTSTANDING CAPITAL STOCK
The record date for shareholders entitled to notice of, and to vote at,
the Annual Meeting is March 27, 1997. At the close of business on that date,
the Company had issued and outstanding and entitled to vote at the Annual
Meeting a total of 4,491,356 Capital Shares, $1.00 par value ("Common Stock").
The following table sets forth, as of March 1, 1997, unless otherwise
indicated, (1) the number of shares of Common Stock beneficially owned by
each person or group known by the Company to own beneficially more than 5% of
the outstanding shares of Common Stock, (2) by each director and nominee for
director, (3) by all named executive officers not otherwise listed, and (4)
by all directors and officers as a group. Except as otherwise indicated,
each of the persons or groups named below has sole voting and investment
power with respect to such shares of Common Stock.
<PAGE>
BENEFICIAL OWNERSHIP (1)
NAME OF BENEFICIAL
OWNER OR IDENTITY OF GROUP NUMBER OF SHARES PERCENT (12)
1) Quest Advisory Corporation (2) 455,512 10.2
1414 Avenue of the Americas
New York, NY 10019
Munn, Bernhard & Associates (3) 357,160 8
6 East 43rd Street
New York, NY 10017
TSI Management, Inc. (4) 252,642 5.6
1801 16th Avenue, S.W.
Seattle, WA 98134
2) Robert C. Duvall (5)(6) 431,330 9.6
Wampum Hardware Company
636 Paden
New Galilee, PA 16141
Jeffry K. Amsbaugh (7) 424,657 9.5
8001 LBJ Freeway, Suite 300
Dallas, TX 75251-1301
Thomas J. O'Shane (8) 9,987 *
Gregory E. Leonard (8) 9,687 *
Robert B. Sanborn (9) 6,687 *
Roger T. Rankin (9) 5,687 *
3) Bryan L. Martin (10) 52,696 1.2
Thomas D. Nimmo (11) 1,600 *
4) All directors and officers as a group 942,331 21
(8 persons) (5)(6)(7)(8)(9)(10)(11)
* Less than one percent
<PAGE>
(1) If a person has the right to acquire beneficial ownership of any shares by
exercise of options within 60 days after December 31, 1996, such shares
are deemed to be beneficially owned by such person and are deemed to be
outstanding solely for the purpose of determining the percentage of the
Common Stock that he owns. Such shares are not included in the
computations for any other person.
(2) Includes 372,012 shares held in the name of Quest Advisory Corporation and
82,500 shares held in the name of Quest Management Company subject to a
common 13G filing. Quest Advisory and Quest Management are each
investment advisors registered under Section 203 of the Investment
Advisors Act of 1940.
(3) Includes 317,260 shares the owners for which Munn, Bernhard & Associates
acts as an investment advisor without voting control. In addition to such
shares, the following shares are owned individually and subject to a
common 13G filing: 5,000 shares held by Mr. Bernhard, individually,
30,400 shares held by Orson D. Munn, individually, 2,000 shares held by
Christine Munn, individually, and 2,500 shares held by Henry S.
Langworthy, individually.
(4) Includes 245,642 shares held in the name of TSI Management, Inc., 5,000
shares held by a trust for the benefit of Brent Baird (a Director of TSI)
and 2,000 shares held by Cinnamon Investments, Ltd., a corporation
controlled by Patrick Hodgson, Chairman and CEO of TSI.
(5) Includes 139,114 shares held by Mr. Duvall and 275,779 shares held by
Wampum Hardware Company. Mr. Duvall shares the power to vote and dispose
of these latter shares.
(6) Includes 16,437 shares issuable under exercisable portions of outstanding
options as of March 1, 1997.
(7) Includes 330,145 shares held by Mr. Amsbaugh, 28,000 shares held jointly
with his wife, and 7,006 shares beneficially owned by other family members
of Mr. Amsbaugh which he has the sole or shared power to dispose of or
vote. Also includes 59,506 shares issuable under exercisable portions of
outstanding stock options as of March 1, 1997.
(8) Includes 9,687 shares issuable under exercisable portions of outstanding
stock options as of March 1, 1997.
(9) Includes 5,687 shares issuable under exercisable portions of outstanding
stock options as of March 1, 1997.
(10) Includes 32,100 shares issuable under exercisable portions of outstanding
stock options as of March 1, 1997.
(11) Includes 1,600 shares issuable under exercisable portions of outstanding
stock options as of March 1, 1997.
(12) As of March 1, 1997 there were 4,481,856 shares issued and outstanding of
the Company's stock.
<PAGE>
ACTIONS TO BE TAKEN AT THE MEETING
Unless the shareholder otherwise specifies therein, the accompanying proxy
will be voted: (i) for fixing the authorized directors at six and the
election as directors of the Company of the six director nominees listed
under Directors, Nominees and Executive Officers; (ii) for approval of the
employment of KPMG Peat Marwick as independent auditors for the Company's
fiscal year ending December 31, 1997; and (iii) to transact such other
business as may properly come before the Annual Meeting or any adjournment
thereof.
QUORUM AND VOTING
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock is necessary to constitute a quorum at the
Annual Meeting. In deciding all questions, a holder of Common Stock is
entitled to one vote in person or by proxy for each share held in his name on
the record date.
ELECTION OF DIRECTORS
Six directors are to be elected at the meeting. To be elected, a nominee
must receive a majority of all of the votes cast, in person or by proxy, at
the Annual Meeting. If any nominee becomes unable or unwilling to accept
nomination or election, the proxy holders may vote for the election in his
stead of any other person the Board of Directors recommends. Each nominee
has expressed to the Board his willingness to serve the entire term for which
his election is sought.
<PAGE>
DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
A brief description of each nominee for director and each executive
officer of the Company is provided below. Directors hold office until the
next Annual Meeting of Shareholders or until their successors are elected and
qualified. Executive officers are elected by the Board of Directors at its
annual meeting and hold office at the pleasure of the Board or until its next
annual meeting or until their successors are elected and qualified.
DIRECTOR NOMINEES
JEFFRY K. AMSBAUGH. Mr. Amsbaugh, age 55, is the President and Chief
Executive Officer of the Company. He has served in such capacity and as a
director of the Company since April 1989. From 1984 until April 1989, he was
a Vice President of various subsidiaries of the Progressive Corporation, an
insurance holding company specializing primarily in automobile coverages. In
his last position with Progressive, Mr. Amsbaugh was in charge of corporate
development and partnership investing. For five years prior to joining
Progressive, Mr. Amsbaugh was President of Ocean Mining Associates, an ocean
mining venture owned by USX Corporation, Sun Company, Inc., and two major
European companies.
ROBERT C. DUVALL. Mr. Duvall, age 54, has been a director of the Company
since February 1982 and was Vice Chairman of the Board from April 1989
through May 1991. Mr. Duvall has served as Chairman of the Board since May
1991. Mr. Duvall is Vice President of Finance of Wampum Hardware Co., a
Pennsylvania and Ohio explosives distributor, a position he has held for more
than five years. In October 1987, IRECO Midwest acquired Wampum Hardware Co.
In connection with such acquisition, Mr. Duvall became a shareholder, officer
and director of IRECO Midwest. Mr. Duvall became a director of First Western
Bancorp, Inc. in April 1995 and serves on the Compensation Committee of First
Western.
GREGORY E. LEONARD. Mr. Leonard, age 49, has been a director of the
Company since May 1994. Mr. Leonard is a specialist reinsurance
broker/consulting actuary and has been President and Chief Executive Officer
of Pegasus Advisors from 1989 to the present. Mr. Leonard was previously a
principal and director of Tillinghast, a Towers Perrin Company. Mr. Leonard
is a Fellow of the Casualty Actuarial Society and a member of the American
Academy of Actuaries.
<PAGE>
THOMAS J. O'SHANE. Mr. O'Shane, age 49, has been a
director of the Company since May 1994. Mr. O'Shane has served as Chief
Executive Officer of First Western Bancorp, Inc. since January of 1991 and
previously served as President since February of 1990. Prior to that time,
Mr. O'Shane served in various executive positions with First Western Bancorp,
Inc. and First National for more than five years. Mr. O'Shane is a director
of First Western Bancorp, Inc.
ROGER T. RANKIN. Mr. Rankin, age 35, has been a director of the Company
since May 1995. Mr. Rankin is affiliated with Cardinal Investment Company,
Inc. and assists in managing $75 million in public company investment
portfolios. Mr. Rankin has served as a director of Arcadia Exploration
Production Company, Inc. from 1993 to present.
ROBERT B. SANBORN. Mr. Sanborn, age 68, has been a director of the
Company since May 1995. Mr. Sanborn currently serves as a Senior Executive
Consultant of Orion Capital Corporation and previously served as Vice
Chairman of the Board of Directors of Orion Capital Corporation from March
1994 to March 1995, director since 1987, and President and Chief Operating
Officer from 1987 to 1994. Mr. Sanborn has also served as Chairman of the
American Insurance Association from January 1993 to January 1994. He also
serves currently as a director of Guaranty National Corporation and
Intercargo Corporation.
EXECUTIVE OFFICERS
The current executive officers of the Company are as follows:
NAME TITLES
Jeffry K. Amsbaugh President and Chief Executive Officer
Thomas D. Nimmo Senior Vice President and Treasurer and Chief Financial
Officer of the U.S. Group
Bryan L. Martin Senior Vice President - Commercial Casualty Division
THOMAS D. NIMMO. Mr. Nimmo, age 58, has been Senior Vice President,
Treasurer and Chief Financial Officer of the Company since November 1995.
Prior to joining the Company, Mr. Nimmo was Vice President and Chief
Financial Officer of Ranger Insurance Company from June 1989 through November
1995. Prior to Ranger, Mr. Nimmo was Chief Financial Officer of Gulf
Insurance Company.
<PAGE>
BRYAN L. MARTIN. Mr. Martin, age 46, has been Senior Vice President of
the Company's Commercial Casualty Division since November 1995. Prior to
that time, Mr. Martin was Senior Vice President and Treasurer of the Company
and the Chief Financial Officer of the U.S. Group. In Mr. Martin's role as
Senior Vice President of the Commercial Casualty Division, he directs the
business operations of the Commercial Casualty Division.
<PAGE>
COMPENSATION OF DIRECTORS
Directors who are employees of the Company receive no compensation for
their services as directors or as members of committees. Directors are paid
$750 per day and are reimbursed for expenses incurred in attending directors
meetings or when otherwise acting on behalf of the Company in their
capacities as directors, and $250 for participation in meetings of directors
or committees via telephone conference calls. Chairpersons of director
committees receive $1,000 per day for attending meetings. In addition, as an
annual retainer, non-employee directors of the Company are granted stock
options valued at $10,000 pursuant to the Company's Non-Employee Director
Stock Option Plan.
An additional annual retainer of $12,000 is paid to the Chairman of the
Board. An additional annual retainer of $8,000 is paid to the Chairpersons of
the Audit and Compensation Committees.
COMMITTEES OF THE BOARD OF DIRECTORS
The standing committees of the Board of Directors are a Compensation
Committee, an Investment Committee, an Audit Committee and a Nominating
Committee. The Compensation Committee is composed of Messrs. O'Shane and
Rankin. The Compensation Committee met four times during 1996. The
Investment Committee is composed of Messrs. Amsbaugh, O'Shane, and Rankin.
The Investment Committee met four times during 1996. The Audit Committee is
composed of Messrs. Leonard, Duvall, and Sanborn. The Audit Committee held
five meetings during 1996. The Nominating Committee is composed of Messrs.
Sanborn, Amsbaugh, and Duvall. The Nominating Committee met three times
during 1996.
The Compensation Committee periodically reviews compensation, employee
benefit plans and other fringe benefits provided for officers and directors
of the Company and approves annual salaries and bonuses for all employees of
the Company reporting directly to the Chief Executive Officer. The
Compensation Committee also grants options under the Company's incentive
stock option plan.
The Investment Committee sets the investment guidelines followed by the
Company's investment managers and reviews performance versus other managers.
This committee also reviews alternative investment proposals.
<PAGE>
The Audit Committee reviews fee estimates for audit and any non-audit
services, meets periodically with members of management and the outside
auditors and reviews and approves the scope of audit and any non-audit
services, reviews the results of the audit and any accounting or disclosure
questions encountered in the course of the audit and reviews the adequacy of
management and internal controls.
The Nominating Committee reviews and recommends director candidates for
the Board of Directors.
During 1996, four meetings of the Board of Directors were held. All
directors attended at least 75% of the Board of Directors' meetings in 1996.
During 1996, all members of the various committees attended at least 75% of
the meetings of the committees of which they are members.
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is comprised of entirely non-employee,
independent members of the Board of Directors. It is the Compensation
Committee's responsibility to review, recommend and approve changes to the
Company's compensation policies and programs. The Committee also reviews and
approves all compensation actions for the Chief Executive Officer and all
employees of the Company reporting directly to the Chief Executive Officer.
The level of compensation provided to the CEO and other executive officers
of the Company is tied to the performance of the Company. The relative
performance of other companies within the Company's market segment and the
insurance industry as a whole is also taken into consideration. It is the
intent of the Committee and Bonus Plan to encourage Company results that are
in the highest quartile of a group of peer companies. In late 1994, an
initial eleven companies were selected by the committee and agreed to by the
CEO as a peer group. This was adjusted during 1995 and 1996 due to
acquisition activity and the continual review of the appropriateness of our
peer companies. It is anticipated that from time to time some companies will
be removed from the list and new companies added. The companies in the peer
group at year end 1996 are listed below:
COMPANY NAME
1. Acceptance Insurance Company
2. American Indemnity
3. Baldwin & Lyons
4. Chandler Insurance Company, Ltd.
5. Gainsco
6. Gryphon
7. Guaranty National
8. Intercargo Corporation
9. Merchants Group, Inc.
10. Walshire Assurance Company
In evaluating the performance of the CEO and other executive officers, the
Committee considers the impact each executive's leadership has had on
accomplishing the Company's total objectives. The Committee also considers
the performance of the executives in light of the market conditions in which
the Company operates. The Committee's consensus and underlining premise is
that the single most important measurement result for the company and,
subsequently, its CEO is "Return on Shareholders' Equity." Other measures
are also important and might be used in conjunction with ROE, but the
significant weighting factor will remain ROE. For 1995 and 1996, the
weighting given to ROE was 85%. For 1997, the Committee has determined that
85% of the CEO's performance evaluation will be based on ROE.
<PAGE>
The Company's executive compensation consists of base salary, annual
performance compensation in cash and stock option grants pursuant to the
Company's incentive stock option plan. As respects the CEO, the Committee
has granted substantial stock options in the past in order to align the
interest of the CEO with the interest of the stockholders. The combination
of annual performance compensation and stock options provides a direct link
between executive compensation and Company performance. The executive
incentive compensation for the preceding year is determined after completion
of year-end actuarial studies and audited financial results are obtained.
The Committee compares the results with other comparable companies in
determining the extent of the annual performance compensation awards. In
evaluating the 1996 performance of the CEO and other executive officers, the
Committee recognizes the effect of catastrophic events such as Hurricane Fran
and the level of competition in certain of the Company's business segments.
The stock option awards made by the Committee constitute the long-term
incentive vehicle for the Company. The purpose of these grants is to
strengthen the link between executive compensation and long-term Company
performance. Generally, stock awards vest over a period of four years unless
they are granted in lieu of a cash award, in which case they may vest
immediately. Stock options are granted at 100% of fair market value on the
date of grant.
The CEO received base salary increases in prior years pursuant to his
three year employment contract effective January 1, 1993 through December 31,
1995. Effective January 1, 1996, the Company entered into an employment
contract with the CEO which established a base salary of $289,556. This
contract was automatically renewed January 1, 1997 for another one year
period. The base salary established in 1996 was determined after reviewing
the results of several salary surveys for insurance company executives of
similarly sized companies. The CEO's bonus paid in 1996 was based on 1995's
financial results and the Committee's assessment of Company performance.
The Committee in its judgment has set compensation levels that reflect the
CEO and other executive officers' contributions towards the Company's
attainment of objectives which are updated and reviewed on an annual basis.
Compensation Committee Members:
Thomas J. O'Shane
Roger T. Rankin
<PAGE>
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows compensation paid or
awarded by the Company for services rendered during years 1996, 1995, and
1994 for the Chief Executive Officer and each of the Company's most highly
compensated executive officers whose base compensation in 1996 exceeded
$100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
LONG-TERM
NAME AND OTHER ANNUAL COMPENSATION ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS/SARS COMPENSATION
(IN SHARES) (1)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
JEFFRY K. AMSBAUGH 1996 $289,372 $3,687 - 20,000 11,609
PRESIDENT, CHIEF 1995 $280,035 $25,000 - 36,618 6,000
EXECUTIVE OFFICER 1994 $232,341 $82,125 - - 9,294
BRYAN L. MARTIN 1996 $139,829 $3,000 - 4,000 5,604
SENIOR VICE PRESIDENT 1995 $135,574 $15,000 - 12,000 5,420
COMMERCIAL CASUALTY 1994 $134,434 $8,000 - 6,000 5,283
OPERATIONS
THOMAS D. NIMMO (2) 1996 $120,000 - - - 2,400
SENIOR VICE PRESIDENT, 1995 $17,538 - - 4,000 -
TREASURER & CHIEF
FINANCIAL OFFICER
</TABLE>
(1) Company matching contribution to 401-K plan (adopted 6-1-92).
(2) Mr. Nimmo commenced employment with Nobel on 11-1-95.
<PAGE>
EMPLOYMENT CONTRACTS
Mr. Amsbaugh, the CEO, was employed pursuant to a three year employment
contract for the period January 1, 1993 through December 31, 1995. Mr.
Amsbaugh's employment contract was renewed effective January 1, 1996. This
employment agreement contained a clause which automatically extended the
agreement on each December 31 for an additional one year period unless
terminated earlier per the terms of the agreement. This agreement was, in
fact, automatically extended for the one year period commencing January 1,
1997. Effective January 1, 1997, Mr. Amsbaugh's employment agreement was
renewed with a base salary of $289,556 subject to an annual adjustment for
inflation. Mr. Amsbaugh is entitled to receive a bonus of up to 100% of base
salary dependent on attaining corporate and individual goals agreed to
annually with the Board of Directors. Under certain conditions Mr. Amsbaugh
would be entitled to severance payments equal to one year's compensation if
the employment agreement is terminated.
OPTION/SAR GRANTS IN LAST FISCAL YEAR (1996)
<TABLE>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
% OF TOTAL STOCK PRICE
NUMBER OF OPTIONS/SARS EXERCISE OR APPRECIATION FOR
OPTIONS/SARS GRANTED TO ALL BASE PRICE EXPIRATION OPTION TERM
NAME OF EXECUTIVE GRANTED EMPLOYEES PER SHARE DATE 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
JEFFRY K. AMSBAUGH 10,000 20% $11.375 JANUARY 2001 $31,427 $69,446
10,000 20% $11.375 JANUARY 1999 $17,930 $37,651
BRYAN L. MARTIN 4,000 8% $11.375 JANUARY 2001 $12,571 $27,778
</TABLE>
<PAGE>
AGGREGATED OPTION/SAR EXERCISED IN LAST FISCAL YEAR
AND FUTURE YEAR-END OPTION/SAR VALUES
<TABLE>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
Exercised in Options/SARs at 12-31-96 Options Exercised at 12-31-96*
NAME OF EXECUTIVE 1996 EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C>
Jeffry K. Amsbaugh 17,648 47,183 26,971 $198,226 $100,673
BRYAN L. MARTIN 10,000 26,200 14,300 $151,155 $ 54,849
Thomas D. Nimmo - 1,600 2,400 $ 1,499 $ 2,249
</TABLE>
* Stock price at 12-31-96 was $12.562
<PAGE>
FIVE YEAR CUMULATIVE TOTAL RETURNS
COMPARISON - MARKET, INDUSTRY GROUP AND NOBEL
The NASDAQ NASDAQ NOBEL
Stock Market Insurance INSURANCE
(US & Frn) Stocks LIMITED
------------------ --------- ---------
Dec-91 100.000 100.000 100.000
Dec-92 116.027 135.344 146.875
Dec-93 134.323 144.759 190.625
Dec-94 129.921 136.230 210.000
Dec-95 180.421 193.557 293.125
Dec-96 224.161 220.567 302.813
<PAGE>
CERTAIN TRANSACTIONS
During the year ended December 31, 1996, officers and directors of the
Company and companies of which they are officers, directors or principal
shareholders purchased from the Company insurance on their respective
explosives manufacturing or distributing businesses on terms that management
believes to be no more favorable to the insureds than could have been
obtained from nonaffiliated sources. Management proposes to continue to sell
insurance to these persons and their affiliates in 1997.
SELECTION AND RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors voted to employ KPMG Peat Marwick as independent
accountants to audit the accounting records of the Company for fiscal year
1997 and directed that such employment be submitted for approval by the
shareholders.
KPMG Peat Marwick audited the accounting records of the Company for fiscal
year 1996. In recommending the approval by the shareholders of the
employment of that firm, the Board of Directors is acting upon the
recommendation of the Audit Committee, which has satisfied itself as to the
firm's professional competence and standing. The favorable vote of a
majority of the shares voted in person or by proxy is required for approval
of this proposal. A representative of KPMG Peat Marwick is expected to be
available at the Annual Meeting.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and officers, and persons who own more than 10% of a
registered class of the Company's Common Stock to file initial reports of
ownership and reports of changes in ownership with the Securities and
Exchange Commission.
Based on review of such reports with respect to fiscal 1996, the Company
believes that all filing requirements applicable to such persons have been
observed during 1996 with the exception of one late filing for Messrs. Duvall
and Rankin.
<PAGE>
SHAREHOLDERS' PROPOSALS
All proposals which shareholders of the Company desire to have presented
at the 1998 Annual Meeting of Shareholders must be received by the Company at
its principal executive offices on or before December 29, 1997.
MISCELLANEOUS
The accompanying proxy is being solicited on behalf of the Board of
Directors of the Company. The expense of preparing, printing and mailing the
form of proxy and the material used in the solicitation thereof will be borne
by the Company.
The information contained in the Proxy Statement relating to the
occupations and security holdings of the directors and the officers of the
Company and their transactions with the Company is based upon information
received from the individual directors and officers.
By the Order of the Board of Directors,
/s/ Douglas W. Caudill
Douglas W. Caudill, SECRETARY
Hamilton, Bermuda
April 7, 1997
<PAGE>
PROXY
NOBEL INSURANCE LIMITED
THIS PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby (i) acknowledges receipt of the Notice dated April 7,
1997, of the Annual Meeting of Shareholders of Nobel Insurance Limited, an
Islands of Bermuda corporation (the "Company"), to be held at the Marriott
Castle Harbour Hotel in Hamilton, Bermuda on Friday, May 9, 1997 at 8:00
A.M., local time, and the Proxy Statement in connection therewith; and (ii)
appoints Robert C. Duvall and Jeffry K. Amsbaugh, and each of them, his
proxies with full power of substitution, for and in the name, place, and
stead of the undersigned, to vote upon and act with respect to all of the
shares of Common Stock of the Company standing in the name of the
undersigned, or with respect to which the undersigned is entitled to vote and
act, at the meeting and at any adjournment thereof, and the undersigned
directs that this proxy be voted as follows:
Your Board of Directors unanimously recommends a vote FOR the directors set
forth below and FOR the proposals set forth on the reverse side.
Election of Director Nominees:
Jeffry K. Amsbaugh, Robert C. Duvall, Robert B. Sanborn,
Gregory E. Leonard, Thomas J. O'Shane, Roger T. Rankin
(change of address)
- ----------------------------------------------------------
- ----------------------------------------------------------
(If you have written in the above space, please mark the
corresponding box on the reverse side of this card.)
(Continued and to be signed on reverse side)
SEE REVERSE
SIDE
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/X/ PLEASE MARK YOUR SHARES IN YOUR NAME REINVESTMENT SHARES
VOTES AS IN THIS
EXAMPLE.
1. Proposal to fix the number of directors FOR WITHHELD
at six and elect six directors to / / / /
serve until the next Annual Meeting of
Shareholders or until their respective
successors are elected and qualified.
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For, except as marked to the contrary above
2. To approve the appointment of KPMG Peat FOR AGAINST ABSTAIN
Marwick as the Company's independent / / / / / /
auditors for the 1997 fiscal year.
3. To transact such other business as FOR AGAINST ABSTAIN
may properly come before the Annual / / / / / /
Meeting or any adjournment thereof.
Change
of
Address / /
Attend
Meeting / /
Please date this Proxy and sign your name exactly as it appears hereon. Where
there is more than one owner, each should sign. When signing as an attorney,
administrator, executor, guardian or trustee, please add your title as such.
If executed by a corporation, this Proxy should be signed by a duly
authorized officer.
Please complete, date, sign and mail the Proxy promptly in the enclosed
envelope. No postage is required for mailing in the United States.
SIGNATURE(S)
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DATE
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SIGNATURE(S)
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DATE
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