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FORM 8-B
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
Filed Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
GREAT DANE HOLDINGS INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 54-0698116
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2016 NORTH PITCHER STREET
KALAMAZOO, MICHIGAN 49007
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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12 3/4% Senior Subordinated Debentures American Stock Exchange, Inc.
Due 2001
Subordinated Discount Debentures Due American Stock Exchange, Inc.
January 1, 2006
Securities to be registered pursuant to Section 12(g) of the Act:
None
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ITEM 1. GENERAL INFORMATION.
(a) Great Dane Holdings Inc., a Delaware corporation (the "Registrant"), was
organized on September 12, 1994 under the laws of the State of Delaware.
(b) The Registrant's fiscal year ends on December 31.
ITEM 2. TRANSACTION OF SUCCESSION.
(a) The predecessor corporation, International Controls Corp., a Florida
corporation ("ICC"), had securities registered pursuant to Section 12(b) of
the Securities and Exchange Act, as amended (the "Act") at the time of
succession.
(b) ICC changed its state of incorporation from Florida to Delaware by merging
(the "Merger") into its recently formed wholly-owned Delaware subsidiary,
the Registrant. Pursuant to the Merger, ICC changed its name to "Great
Dane Holdings Inc.". The effective date of merger was October 19, 1994
(the"Effective Date"), at which time, each share of ICC's issued and
outstanding Common Stock, $.01 par value (the "Old Common Stock"), was
converted into a pro rata portion of 1000 fully paid and nonassessable
shares Common Stock, $1.00 par value, of the Registrant (the "New Common
Stock"), in accordance with the Agreement and Plan of Merger, dated
September 21, 1994, between the Registrant and ICC (the "Merger
Agreement").
ITEM 3. SECURITIES TO BE REGISTERED.
The Registrant, as successor to ICC, has assumed the obligations of ICC (a)
under an Indenture dated as of August 1, 1986 between ICC, as issuer, and
First Fidelity Bank, National Association, as Trustee (the "12 3/4%
Indenture"), pursuant to which $172,500,000 principal amount of 12 3/4%
Senior Subordinated Debentures due 2001 (the "12 3/4% Debentures") are
authorized, and (b) under an Indenture dated December 27, 1985, between
ICC, as issuer, and Midlantic National Bank, as Trustee (the "14 1/2%
Indenture"), pursuant to which $292,331,000 principal amount of
Subordinated Discount Debentures due January 1, 2006 (the "14 1/2%
Debentures") are authorized. Of the 12 3/4% Debentures authorized pursuant
to the 12 3/4% Indenture, $132,040,000 principal amount of 12 3/4%
Debentures are currently issued and outstanding, none of which is held by
the Registrant. Of the 14 1/2% Debentures authorized pursuant to the 14
1/2% Indenture, $292,331,000 principal amount of 14 1/2% Debentures are
currently issued and outstanding, $230,984,000 principal amount of which is
held by the Registrant.
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is made to the description of the 12 3/4% Debentures included
under the caption "Description of Debentures" in ICC's Registration
Statement No. 33-7212 filed with the Securities and Exchange Commission
(the "SEC") on July 15, 1986.
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Reference is made to the description of the 14 1/2% Debentures included
under the caption "Description of Debentures" in ICC Registration Statement
No. 33-1788 filed with the SEC on November 26, 1985.
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements (not applicable)
(b) Exhibits
Exhibit Description
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1.1 Plan of Succession: Agreement and Plan of Merger, dated September
21, 1994, between ICC and the Registrant (1)
3.1 Registrant's Articles of Incorporation (1)
3.2 Registrant's Bylaws (1)
4.1 Form of Indenture between ICC and First Fidelity Bank, National
Association ("First Fidelity"), New Jersey, as Trustee, relating
to the 12 3/4% Debentures (incorporated herein by reference to
Exhibit 4.1 to Registration Statement No. 33-7212 filed with the
Securities and Exchange Commission on July 15, 1986).
4.2 First Supplemental Indenture, among ICC, the Registrant and
First Fidelity, to the 12 3/4% Indenture (1)
4.3 Form of Indenture between ICC and Midlantic National Bank, as
Trustee ("Midlantic") relating to the 14 1/2% Debentures
(incorporated herein by reference to Exhibit 4.1 to Registration
Statement No. 33-1788 filed with the Securities and Exchange
Commission on November 26, 1985).
4.4 First Supplemental Indenture, among ICC, and the Registrant and
Midlantic, to the 14 1/2% Indenture. (1)
4.5 Agreement to furnish additional documents upon request by the
Securities and Exchange Commission (incorporated herein by
reference to Exhibit 4.3 to ICC's Annual Report on Form 10-K for
the year ended December 31, 1989 (the "1989 10-K")).
10.1 Amended and Restated Agreement of Limited Partnership of Checker
Motors Co., L.P. ("Checker L.P.") (incorporated herein by
reference to Exhibit 10.17 to the 1989 10-K).
10.2 Amendment, dated July 28, 1989, to Amended and Restated Agreement
of Limited Partnership of Checker L.P. (incorporated herein by
reference to Exhibit 19.1 to ICC's Annual Report on Form 10-K for
the year ended December 31, 1991 (the "1991 10-K")).
10.3 Amendment, dated June 25, 1991, to Amended and Restated Agreement
of Limited Partnership of Checker L.P. (incorporated herein by
reference to Exhibit 19.2 to the 1991 10-K).
10.4 Amended and Restated Employment Agreement, dated as of
November 1, 1985, between Checker Motors Corporation ("Motors")
and David R. Markin ("Markin Employment Agreement") (incorporated
herein by reference to
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Exhibit 10.18 to the 1989 10-K).
10.5 Amendment, dated as of March 4, 1992, to Markin Employment
Agreement (incorporated herein by reference to Exhibit 10.3 to
the 1991 10-K).
10.6 Extension, dated July 12, 1993, of Amended and Restated
Employment Agreement Between Motors and David R. Markin
(incorporated herein by reference to Exhibit 10.6 of ICC's Annual
Report on Form 10-K for the year ended December 31, 1993 (the
"1993 10-K")).
10.7 Amended and Restated Employment Agreement, dated as of June 1,
1992, between Checker L.P. and Jeffrey Feldman (incorporated
herein by reference to Exhibit 28.2 of ICC's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1992 (the "June 1992
10-Q").
10.8 Stated Benefit Salary Continuation Agreement (incorporated herein
by reference to Exhibit 10.21 to the 1989 10-K).
10.9 Employment Agreement, dated as of July 1, 1992, between the
Registrant and Jay H. Harris (incorporated herein by reference to
Exhibit 28.1 to the June 1992 10-Q) (the "Harris Employment
Agreement").
10.10 Amendment, dated April 6, 1994, to Harris Employment
Agreement. (1)
10.11 Loan and Guaranty Agreement, dated September 17, 1992, by and
among Checker L.P., Motors, SCSM and NBD Bank, N.A. (incorporated
herein by reference to Exhibit 28.1 to ICC's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1992 (the
"September 1992 10-Q")).
10.12 First Amendment, dated as of November 1, 1993, to Loan and
Guaranty Agreement. (1)
10.13 Credit and Guaranty Agreement, dated as of August 1, 1989, by and
among SCSM, Motors, Checker L.P. and NBD Bank, N.A. (the "Credit
Agreement") (incorporated herein by reference to Exhibit 10.10 to
the 1992 10-K).
10.14 First Amendment, dated as of June 1, 1990, to the Credit
Agreement (incorporated herein by reference to Exhibit 10.11 of
the 1992 10-K).
10.15 Second Amendment, dated as of January 2, 1991, to the Credit
Agreement (incorporated herein by reference to Exhibit 10.12 of
the 1992 10-K).
10.16 Third Amendment, dated as of November 1, 1993, to the Credit
Agreement. (1)
10.17 Supplemental Agreement, dated as of April 20, 1992, among SCSM,
Motors, Checker L.P. and NBD Bank, N.A. (incorporated herein by
reference to Exhibit 10.13 of the 1992 10-K).
10.18 Second Supplemental Agreement, dated as of September 17, 1992,
among SCSM, Motors, Checker L.P. and NBD Bank, N.A. (incorporated
herein by reference to Exhibit 28.2 of the June 1991 10-Q).
10.19 Lease, dated December 1, 1988, between SCSM and Park Corporation
(incorporated herein by reference to Exhibit 10.25 to the 1989
10-K).
10.20 Loan and Security Agreement dated as of March 21, 1990, by and
among Great Dane, Great Dane Trailers Nebraska, Inc., Great Dane
Trailers Tennessee, Inc., Great Dane Los Angeles, Inc., certain
lending institutions and Security Pacific Business Credit Inc.,
as Agent (the "Security Pacific Agreement") (incorporated herein
by reference to Exhibit 10.26 to the 1989 10-K).
10.21 First Amendment, dated as of March 30, 1990, to the Security
Pacific
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Agreement (incorporated herein by reference to Exhibit 19.3 to
the 1991 10-K).
10.22 Second Amendment, dated as of April 30, 1990, to the Security
Pacific Agreement (incorporated herein by reference to
Exhibit 19.4 to the 1991 10-K).
10.23 Third Amendment, dated as of August 14, 1990, to the Security
Pacific Agreement (incorporated herein by reference to
Exhibit 19.5 to the 1991 10-K).
10.24 Fourth Amendment, dated as of February 28, 1991, to the Security
Pacific Agreement (incorporated herein by reference to
Exhibit 19.6 to the 1991 10-K).
10.25 Waiver and Fifth Amendment, dated as of September 3, 1991, to the
Security Pacific Agreement (incorporated herein by reference to
Exhibit 19.7 to the 1991 10-K).
10.26 Waiver, Consent and Sixth Amendment, dated April 30, 1992, to the
Security Pacific Agreement (incorporated herein by reference to
Exhibit 28 to ICC's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1992).
10.27 Seventh Amendment, dated as of July 10, 1992, to the Security
Pacific Agreement (incorporated herein by reference to the
June 1992 10-Q).
10.28 Eighth Amendment, dated as of February 19, 1993, to the Security
Pacific Agreement (incorporated herein by reference to
Exhibit 10.24 of the 1992 10-K).
10.29 Waiver, Consent and Ninth Amendment, dated March 26, 1993, to the
Security Pacific Agreement (incorporated herein by reference to
Exhibit 10.29 of the 1992 10-K).
10.30 Tenth Amendment, dated as of November 29, 1993, to the Security
Pacific Agreement. (1)
10.31 Assumption Agreement dated as of August 1, 1989, by and between
Motors and the West Virginia Economic Development Authority
(incorporated herein by reference to Exhibit 10.12 to ICC's
Annual Report on Form 10-K for the year ended December 31, 1990).
10.32 Agreement, dated as of September 1, 1991, between Checker L.P.
and Jerry E. Feldman (incorporated herein by reference to
Exhibit 10.12 to the 1991 10-K).
10.33 Form of Checker Motors Corporation Excess Benefit Retirement
Plan, effective January 1, 1983 (incorporated herein by reference
to Exhibit 19.9 to the 1991 10-K).
10.34 Amended and Restated License Agreement, dated December 30, 1992,
between Motors and Checker Taxi Association, Inc. (incorporated
herein by reference to Exhibit 10.28 of the 1992 10-K).
10.35 Employment Agreement, dated as of January 1, 1994 between the
Registrant and David R. Markin. (1)
10.36 Eleventh Amendment, dated as of March 11, 1994, to the Security
Pacific Agreement (incorporated herein by reference to
Exhibit 10.1 to ICC's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994).
10.37 Employment Agreement dated as of November 4, 1991, between
Great Dane and Willard R. Hildebrand. (1)
10.38 Settlement Agreement, dated as of June 21, 1994, among John
Garamendi, as Insurance Commissioner of the State of
California, Base Assets Trust, Checker L.P., Motors, Checker
Holding Corp. III and ICC. (1)
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21.1 Subsidiaries of Registrant. (incorporated herein by reference to
the 1993 10-K).
28.1 Schedule P of Annual Statements provided by American Country
Insurance Company to Illinois Regulatory Authorities. (1)
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(1) Filed herewith
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this regulation statement to be
signed on its behalf by the undersigned, thereto duly authorized.
GREAT DANE HOLDINGS INC.
By /s/ David R. Markin
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David R. Markin
President and Chief Executive Officer
Dated: October 20, 1994
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AGREEMENT AND PLAN OF MERGER
OF
INTERNATIONAL CONTROLS CORP.
INTO
GREAT DANE HOLDINGS INC.
AGREEMENT AND PLAN OF MERGER approved as of September 21, 1994 by the
unanimous written consents of the directors and the stockholders of
INTERNATIONAL CONTROLS CORP., a Florida corporation (sometimes hereinafter
referred to as the "Terminating Corporation"), and by the written consents of
the directors and the sole stockholder of GREAT DANE HOLDINGS INC., a Delaware
corporation (sometimes hereinafter referred to as the "Surviving Corporation"),
providing for the merger of the Terminating Corporation into its wholly-owned
subsidiary, the Surviving Corporation:
1. The Terminating Corporation shall, pursuant to the provisions of
the Delaware General Corporation Law and the Florida Business Corporation Act,
be merged into the Surviving Corporation, which shall be the surviving
corporation upon the effective date of the merger, and which shall continue to
exist under the provisions of the laws of the State of Delaware. The separate
corporate existence of the Terminating Corporation shall cease upon the
effective date of the merger.
2. Each of the 9,036,700 shares of common stock, par value $.01 per
share, of the Terminating Corporation outstanding on the effective date of the
merger shall upon the effective date of the merger, without any action on the
part of the holder thereof, be converted into common stock, $1.00 par value per
share, of the Surviving Corporation. Upon the surrender of the Terminating
Corporation's stock certificates by the holder thereof to the Surviving
Corporation, the Surviving Corporation shall issue certificates to such holder
of the Terminating Corporation's common stock representing such holder's pro
rata portion of the 1,000 shares currently outstanding and issued to the
Terminating Corporation.
3. The certificate of incorporation of the Surviving Corporation
shall be the certificate of incorporation of the surviving corporation until
further changed or amended in the manner prescribed by the provisions of the
laws of the State of Delaware.
4. The by-laws of the Surviving Corporation shall be the by-laws of
the surviving corporation and will continue in full force and effect until
altered or amended as therein provided under the authority of the laws of the
State of Delaware.
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5. The directors and officers of the Surviving Corporation upon the
effective date of the merger shall be the members of the Board of Directors and
the officers of the surviving corporation. All of such officers and directors
shall hold their directorships and offices until the election and qualification
of their respective successors or until their tenure is otherwise terminated in
accordance with the by-laws of the Surviving Corporation.
6. The Boards of Directors and each officer of the Terminating
Corporation and the Surviving Corporation are hereby authorized, empowered and
directed to do any and all acts and things, and to make, execute, deliver, file
and record any and all instruments, papers and documents which shall be or
become necessary, proper or convenient to carry out or put into effect any of
the provisions of this Agreement and Plan of Merger or of the merger herein
provided for.
7. Upon the merger becoming effective, all the property, rights,
privileges, franchises, patents, trademarks, licenses, registrations and other
assets and all restrictions, disabilities, duties, obligations and liabilities
of every kind and description of the Terminating Corporation (including, without
limitation, obligations (a) under the Indenture dated as of August 1, 1986
between the Terminating Corporation and First Fidelity Bank, National
Association, as Trustee, relating to the issuance of 12 3/4% Senior Subordinated
Debentures Due 2001, (b) under the Indenture dated December 27, 1985 between the
Terminating Corporation and Midlantic National Bank, as Trustee, relating to the
issuance of Subordinated Discount Debentures Due January 1, 2006, and (c) under
four senior notes, aggregating $30 million issued to the shareholders of the
Terminating Corporation), shall be transferred to, vested in, devolve upon and
be assumed by the Surviving Corporation without further act or deed and all
property, rights, and every other interest of the Terminating Corporation shall
be as effectively the property or obligations, as appropriate, of the Surviving
Corporation as they were of the Terminating Corporation. The Terminating
Corporation hereby agrees from time to time, as and when requested by the
Surviving Corporation or by its successors or assigns, to execute and deliver or
cause to be executed and delivered all such deeds and instruments and to take or
cause to be taken such further or other action as the Surviving Corporation may
deem necessary or desirable in order to vest in and confirm to the Surviving
Corporation title to and possession of any property of the Terminating
Corporation acquired or to be acquired by reason of or as a result of the merger
herein provided for and otherwise to carry out the interest and purposes hereof
and the proper officers and directors of the Terminating Corporation and the
proper officers and directors of Surviving Corporation are fully authorized in
the name of the Terminating Corporation or otherwise to take any and all such
action.
8. Anything herein to the contrary notwithstanding, this Agreement
may be terminated and abandoned by the Board of Directors of any constituent
corporation at any time prior to the date of filing the Certificate of Ownership
and Merger with the
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Secretary of State of Delaware, provided that an amendment made subsequent to
the adoption of the Agreement by the stockholders of either constituent
corporation shall not (1) alter or change the amount or kind of shares,
securities, cash, property and/or rights to be received in exchange for or on
conversion of all or any of the shares of any class or series thereof of such
constituent corporation, (2) alter or change any term of the Certificate of
Incorporation of the Surviving Corporation to be effected by the merger, or (3)
the Surviving Corporation alter or change any of the terms and conditions of the
Agreement if such alteration or change would adversely affect the holders of any
class of series thereof such constituent corporation.
IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the
approval and authority duly given by resolutions adopted by their respective
stockholders and Board of Directors have caused these presents to be executed by
the President of each party hereto as the respective act, deed and agreement of
each of said corporations, on this 21st day of September, 1994.
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ATTESTED: INTERNATIONAL CONTROLS CORP.
/s/ Warren E. Friss /s/ David R. Markin
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Warren E. Friss David R. Markin
Assistant Secretary President
ATTESTED: GREAT DANE HOLDINGS INC.
/s/ Warren E. Friss /s/ David R. Markin
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Warren E. Friss David R. Markin
Assistant Secretary President
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CERTIFICATE OF INCORPORATION
OF
GREAT DANE HOLDINGS INC.
under
The Delaware General Corporation Law
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CERTIFICATE OF INCORPORATION
OF
GREAT DANE HOLDINGS INC.
FIRST. The name of the Corporation is GREAT DANE HOLDINGS INC.
SECOND. The address of the Corporation's registered office in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of its registered agent at such address is The Corporation
Trust Company.
THIRD. The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General Corpora-
tion Law of the State of Delaware.
FOURTH. The aggregate number of shares which the Corporation shall
have authority to issue is 3,000 shares of common stock, par value $1.00 per
share.
FIFTH. The name and mailing address of the incorporator is Warren
E. Friss, c/o Hutton Ingram Yuzek Gainen Carroll & Bertolotti, 250 Park Avenue,
6th Floor, New York, New York 10177.
SIXTH. Election of directors need not be by written ballot.
SEVENTH. The Board of Directors is authorized to adopt, amend, or
repeal By-Laws of the Corporation except as and to the extent provided in the
By-Laws.
EIGHTH. Any person who was or is a party or is threatened to be made
a party to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (whether or not by or
in the right of the Corporation) by reason of the fact that he is or was a
director, officer, incorporator, employee, or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, incorpora-
tor, employee, partner, trustee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise (including an employee benefit plan),
shall be entitled to be indemnified by the Corporation to the full extent then
permitted by law against expenses (including counsel fees and disbursements),
judgments, fines (including excise taxes assessed on a person with respect to an
employee benefit plan), and amounts
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paid in settlement incurred by him in connection with such action, suit, or
proceeding. Such right of indemnification shall inure whether or not the claim
asserted is based on matters which antedate the adoption of this Article EIGHTH.
Such right of indemnification shall continue as to a person who has ceased to be
a director, officer, incorporator, employee, partner, trustee, or agent and
shall inure to the benefit of the heirs and personal representatives of such a
person. The indemnification provided by this Article EIGHTH shall not be deemed
exclusive of any other rights which may be provided now or in the future under
any provision currently in effect or hereafter adopted of the By-Laws, by any
agreement, by vote of stockholders, by resolution of disinterested directors, by
provision of law, or otherwise.
NINTH. No director of the Corporation shall be liable to the Corpora-
tion or any of its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that this provision does not eliminate the liabili-
ty of the director (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of Title 8 of the Delaware Code, or (iv) for any transaction from
which the director derived an improper personal benefit. For purposes of the
prior sentence, the term "damages" shall, to the extent permitted by law,
include, without limitation, any judgment, fine, amount paid in settlement,
penalty, punitive damages, excise or other tax assessed with respect to an
employee benefit plan, or expense of any nature (including, without limitation,
counsel fees and disbursements). Each person who serves as a director of the
Corporation while this Article NINTH is in effect shall be deemed to be doing so
in reliance on the provisions of this Article NINTH, and neither the amendment
or repeal of this Article NINTH, nor the adoption of any provision of this
Certificate of Incorporation inconsistent with this Article NINTH, shall apply
to or have any effect on the liability or alleged liability of any director or
the Corporation for, arising out of, based upon, or in connection with any acts
or omissions of such director occurring prior to such amendment, repeal, or
adoption of an inconsistent provision. The provisions of this Article NINTH are
cumulative and shall be in addition to and independent of any and all other
limitations on or eliminations of the liabilities of directors of the Corpora-
tion, as such, whether such limitations or eliminations arise under or are
created by any law, rule, regulation, by-law, agreement, vote of shareholders or
disinterested directors, or otherwise.
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IN WITNESS WHEREOF, I have made, signed, and sealed this Certificate
of Incorporation this 12th day of September, 1994.
/s/ Warren Friss (L.S.)
----------------------------------
Warren E. Friss, Incorporator
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BY-LAWS
of
GREAT DANE HOLDINGS INC.
As adopted September 21, 1994
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GREAT DANE HOLDINGS INC.
A Delaware Corporation
BY-LAWS
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ARTICLE I
STOCKHOLDERS
Section 1.1 ANNUAL MEETING.
An annual meeting of stockholders for the purpose of electing
directors and of transacting such other business as may come before it shall be
held each year in the City of New York, State of New York at such date and time
as may be specified by the Board of Directors or at such other place as may be
specified in the notice of the meeting.
Section 1.2 SPECIAL MEETINGS.
Special meetings of stockholders for any purpose or purposes may be
held at any time upon call of the Chairman of the Board, if any, the President,
the Secretary, or a majority of the Board of Directors, at such time and place
either within or without the State of Delaware as may be stated in the notice.
A special meeting of stockholders shall be called by the President or the
Secretary upon the written request, stating the time, place, and the purpose or
purposes of the meeting, of stockholders who together own of record 20% of the
outstanding stock of all classes entitled to vote at such meeting.
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Section 1.3 NOTICE OF MEETINGS.
Written notice of stockholders meetings, stating the place, date, and
hour thereof, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be given by the Chairman of the Board, if
any, the President, any Vice President, the Secretary, or an Assistant
Secretary, to each stockholder entitled to vote thereat at least ten days but
not more than sixty days before the date of the meeting, unless a different
period is prescribed by law.
Section 1.4 QUORUM.
Except as otherwise provided by law or in the Certificate of
Incorporation or these By-Laws, at any meeting of stockholders, the holders of a
majority of the outstanding shares of each class of stock entitled to vote at
the meeting shall be present or represented by proxy in order to constitute a
quorum for the transaction of any business. In the absence of a quorum, a
majority in interest of the stockholders present or the chairman of the meeting
may adjourn the meeting from time to time in the manner provided in Section 1.5
of these By-Laws until a quorum shall attend.
Section 1.5 ADJOURNMENT.
Any meeting of stockholders, annual or special, may adjourn from time
to time to reconvene at the same or some other place, and notice need not be
given of any such adjourned meeting if the time and place thereof are announced
at the meeting at which the adjournment is taken. At the adjourned meeting, the
Corporation may transact any business which might have been transacted at
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the original meeting. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
Section 1.6 ORGANIZATION.
The Chairman of the Board, if any, or in his absence the President, or
in their absence any Vice Chairman, shall call to order meetings of stockholders
and shall act as chairman of such meetings. The Board of Directors or, if the
Board fails to act, the stockholders may appoint any stockholder, director, or
officer of the Corporation to act as chairman of any meeting in the absence of
the Chairman of the Board, the President, and all Vice Chairmen. The Secretary
of the Corporation shall act as secretary of all meetings of stockholders, but,
in the absence of the Secretary, an Assistant Secretary or any other person
appointed by the chairman of the meeting shall act as secretary of the meeting.
Section 1.7 VOTING.
Except as otherwise provided by law or in the Certificate of
Incorporation or these By-Laws and except for the election of directors, at any
meeting duly called and held at which a quorum is present, a majority of the
votes cast at such meeting upon a given question by the holders of outstanding
shares of stock of all classes of stock of the Corporation entitled to vote
thereon who are present in person or by proxy shall decide such question. At
any meeting duly called and held for the election of directors at
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which a quorum is present, directors shall be elected by a plurality of the
votes cast by the holders (acting as such) of shares of stock of the Corporation
entitled to elect such directors. Unless otherwise provided in the Certificate
of Incorporation, every stockholder shall be entitled at each meeting and upon
each proposal presented at such meeting to one vote for each share of voting
stock recorded in his name on the books of the Corporation on the record date
or, if no such record date was fixed, on the day of meeting. At any meeting of
stockholders or any adjournment thereof, any stockholder of record having the
right and entitled to vote thereat may be represented and vote by a proxy
appointed by an instrument in writing. No proxy shall be valid after eleven
months from the date of its execution, unless otherwise provided in the proxy.
ARTICLE II
BOARD OF DIRECTORS
Section 2.1 NUMBER AND TERM OF OFFICE.
The business, property and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors. The number of directors
which shall constitute the entire Board of Directors shall be not less than
three nor more than fifteen directors, as shall be determined from time to time
by resolution of the Board of Directors. To be qualified as a director, a
person shall be a citizen of the United States. Directors shall be elected at
the annual meeting of stockholders, to hold office until the next annual
stockholders' meeting and until their successors
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<PAGE>
shall be elected and shall qualify, subject, however, to prior death,
resignation, retirement, disqualification, or removal from office.
Section 2.2 CHAIRMAN OF THE BOARD.
The directors may elect one of their members to be Chairman of the
Board of Directors. The Chairman shall be subject to the control of and may be
removed by the Board of Directors. He shall perform such duties as may from
time to time be assigned to him by the Board.
Section 2.3 MEETINGS.
Meetings of the Board of Directors, regular or special, may be held
within or without the State of Delaware. The annual meeting of the Board of
Directors, for the election of officers and the transaction of such other
business as may come before the meeting, shall be held without notice at the
same place as, and immediately following, the annual meeting of the
stockholders.
Regular meetings of the Board of Directors may be held without notice
at such time and place as shall from time to time be determined by the Board.
Special meetings of the Board of Directors shall be held at such time and place
as shall be designated in the notice of the meeting whenever called by the
Chairman of the Board, if any, the President, or by the President or Secretary
on the written request of two directors.
Section 2.4 NOTICE OF SPECIAL MEETINGS.
The Secretary, or in his absence any other officer of the Corporation,
shall give each director written notice of the time
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<PAGE>
and place of holding of special meetings of the Board of Directors at least two
days before the meeting, or telephonic notice of special meetings at least six
hours before such meetings. Unless otherwise stated in the notice thereof, any
and all business may be transacted at any meeting without specification of such
business in the notice.
Section 2.5 QUORUM AND ORGANIZATION OF MEETINGS.
A majority (or, in the event of an even number of directors, one-half
of such number) of the Board of Directors as constituted from time to time shall
constitute a quorum for the transaction of business, but, if at any meeting of
the Board of Directors (whether or not adjourned from a previous meeting) there
shall be less than a quorum present, a majority of those present may adjourn the
meeting to another time and place, and the meeting may be held as adjourned
without further notice or waiver. Except as otherwise provided by law or in the
Certificate of Incorporation or these By-Laws, a majority of the directors
present at any meeting at which a quorum is present may decide any question
brought before such meeting. Meetings shall be presided over by the Chairman of
the Board, if any, or in his absence by the President, or in the absence of both
by any Vice Chairman or such other person as the directors may select. The
Secretary of the Corporation shall act as secretary of the meeting, but in his
absence any Assistant Secretary or any person appointed by the chairman of the
meeting shall act as secretary of the meeting.
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<PAGE>
Section 2.6 COMMITTEES.
The Board of Directors may, by resolution passed by a majority of the
whole Board, designate one or more committees, including, without limitation, an
executive committee, each committee to consist of one or more of the directors
of the Corporation. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. In the absence or disqualification of a member of
a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business, property, and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have power or authority
in reference to amending the Certificate of Incorporation of the Corporation
(except that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the Board
of Directors pursuant to authority expressly granted to the Board of Directors
by the Corporation's Certificate of Incorporation, fix any of the preferences or
rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the Corporation, or the
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<PAGE>
conversion into, or the exchange of such shares for, shares of any other class
or classes or any other series of the same or any other class or classes of
stock of the Corporation), adopting an agreement of merger or consolidation
under Section 251 or 252 of the General Corporation Law of the State of
Delaware, recommending to the stockholders the sale, lease, or exchange of all
or substantially all of the Corporation's property and assets, recommending to
the stockholders a dissolution of the Corporation or a revocation of
dissolution, or amending these By-Laws; and, unless the resolution expressly so
provided, no such committee shall have the power or authority to declare a
dividend, to authorize the issuance of stock, or to adopt a certificate of
ownership and merger pursuant to Section 253 of the General Corporation Law of
the State of Delaware. Each committee which may be established by the Board of
Directors pursuant to these By-Laws may fix its own rules and procedures. Notice
of meetings of committees, other than of regular meetings provided for by the
rules, shall be given to committee members. All action taken by committees
shall be recorded in minutes of the meetings.
Section 2.7 ACTION WITHOUT MEETING.
Nothing contained in these By-Laws shall be deemed to restrict the
power of members of the Board of Directors or any committee designated by the
Board to take any action required or permitted to be taken by them without a
meeting.
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<PAGE>
Section 2.8 TELEPHONE MEETINGS.
Nothing contained in these By-Laws shall be deemed to restrict the
power of members of the Board of Directors, or any committee designated by the
Board, to participate in a meeting of the Board, or committee, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other.
Section 2.9 ATTENDANCE AT MEETING CONSTITUTES WAIVER.
Attendance of a director or of a member of a committee at a meeting
shall constitute a waiver of notice of such meeting except where a director or
member attends as meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.
Section 2.10 COMPENSATION OF DIRECTORS.
The directors may be paid their expenses, if any, of attendance of
each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
directors. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of committees of the Board may be allowed similar compensation for attending
committee meetings.
Section 2.11 PURPOSE OF MEETINGS OF THE BOARD OF DIRECTORS.
Neither the business to be transacted at nor the purpose of any
regular or special meeting of the Board of Directors or any
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<PAGE>
meeting of any committee need be specified in the notice or waiver of notice of
such meeting.
ARTICLE III
OFFICERS
Section 3.1 OFFICERS.
The officers of the Corporation shall be a Chairman of the Board,
President, one or more Vice Chairmen, one or more Vice Presidents, a Treasurer,
and a Secretary, each of whom shall be elected by the Board of Directors. The
Board of Directors may elect or appoint such other officers (including an
Executive Vice President, Chief Operating Officer, Controller and one or more
Assistant Treasurers and Assistant Secretaries) as it may deem necessary or
desirable. Each officer shall hold office for such term as may be prescribed by
the Board of Directors from time to time. Any person may hold at one time two
or more offices.
Section 3.2 POWERS AND DUTIES.
The Chairman of the Board, if any, or, in his absence, the President,
shall preside at all meetings of the stockholders and of the Board of Directors.
The President shall be the chief executive officer of the Corporation. In the
absence of the President, a Vice President appointed by the President or, if the
President fails to make such appointment, by the Board, shall perform all the
duties of the President. The officers and agents of the Corporation shall each
have such powers and authority and shall perform such duties in the management
of the business, property, and affairs of the Corporation as generally pertain
to
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<PAGE>
their respective offices, as well as such powers and authorities and such duties
as from time to time may be prescribed by the Board of Directors. The salaries
of the officers of the Corporation shall be fixed by the Board of Directors.
ARTICLE IV
RESIGNATIONS, REMOVALS, AND VACANCIES
Section 4.1 RESIGNATIONS.
Any director or officer of the Corporation, or any member of any
committee, may resign at any time by giving written notice to the Board of
Directors, the President, or the Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein or, if the time be
not specified therein, then upon receipt thereof. The acceptance of such
resignation shall not be necessary to make it effective.
Section 4.2 REMOVALS.
The Board of Directors, by a vote of not less than a majority of the
entire Board, at any meeting thereof, or by written consent, at any time, may,
to the extent permitted by law, remove with or without cause from office or
terminate the employment of any officer or member of any committee and may, with
or without cause, disband any committee. Any directors or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
the shares entitled at the time to vote at an election of directors.
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<PAGE>
Section 4.3 VACANCIES.
Any vacancy in the office of any director or officer through death,
resignation, removal, disqualification, or other cause, and any additional
directorship resulting from an increase in the number of directors, may be
filled at any time by a majority of the directors then in office (even though
less than a quorum remains) or, in the case of any vacancy in the office of any
director, by the stockholders, and, subject to the provisions of this Article
IV, the person so chosen shall hold office until his successor shall have been
elected and qualified; or, if the person so chosen is a director elected to fill
a vacancy, he shall (subject to the provisions of this Article IV) hold office
for the unexpired term of his predecessor.
ARTICLE V
CAPITAL STOCK
Section 5.1 STOCK CERTIFICATES.
The certificates for shares of the capital stock of the Corporation
shall be in such form as shall be prescribed by law and approved, from time to
time, by the Board of Directors.
Section 5.2 TRANSFER OF SHARES.
Shares of the capital stock of the Corporation may be transferred on
the books of the Corporation only by the holder of such shares or by his duly
authorized attorney, upon the surrender to the Corporation or its transfer agent
of the certificate representing such stock properly endorsed.
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<PAGE>
Section 5.3 FIXING RECORD DATE.
In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof or to express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion, or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which, unless
otherwise provided by law, shall not be more than sixty nor less than ten days
before the date of such meeting, nor more than sixty days prior to any other
action.
Section 5.4 LOST CERTIFICATES.
The Board of Directors or any transfer agent of the Corporation may
direct a new certificate or certificates representing stock of the Corporation
to be issued in place of any certificate or certificates theretofore issued by
the Corporation, alleged to have been lost, stolen, or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate to be
lost, stolen, or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors (or any transfer agent of the Corporation
authorized to do so by a resolution of the Board of Directors) may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen, or destroyed certificate or certificates, or his
legal representative, to give the Corporation a bond in such sum as the Board of
Directors (or any transfer agent so authorized) shall
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<PAGE>
direct to indemnify the Corporation against any claim that may be made against
the Corporation with respect to the certificate alleged to have been lost,
stolen, or destroyed or the issuance of such new certificates, and such
requirement may be general or confined to specific instances.
Section 5.5 REGULATIONS.
The Board of Directors shall have power and authority to make all such
rules and regulations as it may deem expedient concerning the issue, transfer,
registration, cancellation, and replacement of certificates representing stock
of the Corporation.
ARTICLE VI
MISCELLANEOUS
Section 6.1 CORPORATE SEAL.
The corporate seal shall have inscribed thereon the name of the
Corporation and shall be in such form as may be approved from time to time by
the Board of Directors, the year of its organization, and the words "Corporate
Seal" and "Delaware".
Section 6.2 FISCAL YEAR.
The fiscal year of the Corporation shall begin on the first day of
January in each year and terminate on the 31st day of December in each
succeeding year.
Section 6.3 NOTICES AND WAIVERS THEREOF.
Whenever any notice whatever is required by law, the Certificate of
Incorporation, or these By-Laws to be given to any stockholder, director, or
officer, such notice, except as otherwise
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<PAGE>
provided by law, may be given personally, or by mail, or, in the case of
directors or officers, by telegram, cable, radiogram, or telecopy, addressed to
such address as appears on the books of the Corporation. Any notice given by
telegram, cable, radiogram, or telecopy shall be deemed to have been given when
it shall have been delivered for transmission and any notice given by mail shall
be deemed to have been given when it shall have been deposited in the United
States mail with postage thereon prepaid. Notice to directors may also be given
by telephone as specified herein.
Whenever any notice is required to be given by law, the Certificate of
Incorporation, or these By-Laws, a written waiver thereof, signed by the person
entitled to such notice, whether before or after the meeting or the time stated
therein, shall be deemed equivalent in all respects to such notice to the full
extent permitted by law.
Section 6.4 STOCK OF OTHER CORPORATIONS OR OTHER INTERESTS.
Unless otherwise ordered by the Board of Directors,the President, the
Secretary, and such attorneys or agents of the Corporation as may be from time
to time authorized by the Board of Directors or the President, shall have full
power and authority on behalf of this Corporation to attend and to act and vote
in person or by proxy at any meeting of the holders of securities of any
corporation or other entity in which this corporation may own or hold shares or
other securities, and at such meetings shall possess and may exercise all the
rights and powers incident to the ownership of such shares or other securities
which this Corporation, as
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<PAGE>
the owner or holder thereof, might have possessed and exercised if present. The
President, the Secretary, or such attorneys or agents, may also execute and
deliver on behalf of this Corporation powers of attorney, proxies, consents,
waivers, and other instruments relating to the shares or securities owned or
held by this Corporation.
ARTICLE VII
AMENDMENTS
The holders of shares entitled at the time to vote for the election of
directors shall have power to adopt, amend, or repeal the By-Laws of the
Corporation by vote of not less than a majority of such shares, and except as
otherwise provided by law, the Board of Directors shall have power equal in all
respects to that of the stockholders to adopt, amend, or repeal the By-Laws by
vote of not less than a majority of the entire Board. However, any By-Law
adopted by the Board may be amended or repealed by vote of the holders of a
majority of the shares entitled at the time to vote for the election of
directors.
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<PAGE>
INTERNATIONAL CONTROLS CORP.,
GREAT DANE HOLDINGS INC.
AND
FIRST FIDELITY BANK, NATIONAL ASSOCIATION
As Trustee
--------------
First Supplemental Indenture
Dated as of October 19, 1994
--------------
Supplementing the Indenture
Dated as of August 1, 1986
between
INTERNATIONAL CONTROLS CORP.
AND
FIRST FIDELITY BANK, NATIONAL ASSOCIATION
As Trustee
12 3/4% Senior Subordinated Debentures due 2001
<PAGE>
FIRST SUPPLEMENTAL INDENTURE, dated as of October 19, 1994, among
International Controls Corp., a Florida corporation ("ICC"), Great Dane Holdings
Inc., a Delaware corporation ("Holdings") and First Fidelity Bank, National
Association, a national banking corporation (the "Trustee").
WHEREAS, ICC and the Trustee are parties to an Indenture dated as of
August 1, 1986 (the "Indenture") pursuant to which ICC issued its 12 3/4% Senior
Subordinated Debentures due 2001 (the "Debentures"); and
WHEREAS, pursuant to an Agreement of Merger, dated September 21, 1994
(the "Agreement of Merger") and a Certificate of Ownership and Merger filed with
the Secretary of State of Delaware on October 19, 1994, ICC was merged with and
into Holdings, its wholly-owned subsidiary, with Holdings being the surviving
corporation, and Holdings became vested with all of the property, rights,
obligations and liabilities of ICC including, without limitation, the
Debentures; and
WHEREAS, ICC, Holdings and the Trustee are entering into this
Supplemental Indenture as required by Section 12 of the Indenture.
NOW, THEREFORE:
ARTICLE ONE
SECTION 1.01. Holdings hereby assumes the due and punctual payment of
the principal of, premium, if any, and interest on all the Debentures and the
due and punctual performance and observance of all of the covenants and
conditions of the Indenture
<PAGE>
required to be performed by ICC and all of the covenants, agreements and
obligations of ICC under the Debentures and the Indenture (agreeing to be liable
for all of the indebtedness represented by the Debentures).
SECTION 1.02. Holdings shall be deemed to be the successor
corporation to ICC under the Indenture, as amended and supplemented, and each
reference to "International Controls Corp." and the "Company", as amended and
supplemented, shall mean and be a reference to Holdings.
ARTICLE TWO
SECTION 2.01. The laws of the State of New York applicable to
contracts made and to be performed wholly within the State shall govern this
First Supplemental Indenture.
SECTION 2.02. The parties may sign any number of copies of this First
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
SECTION 2.03. Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed thereto in the Indenture.
SECTION 2.04. Except as specifically amended and supplemented by this
First Supplemental Indenture, the Indenture shall remain in full force and
effect and is hereby ratified and confirmed.
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<PAGE>
SECTION 2.05. The Trustee is not responsible for any of the recitals
contained herein.
INTERNATIONAL CONTROLS CORP.
ATTEST: By: /s/ David R. Markin
--------------------------------
David R. Markin
Paulette Kendler President
- ----------------------------
Title: Assistant Secretary
GREAT DANE HOLDINGS INC.
ATTEST: By: /s/ David R. Markin
--------------------------------
David R. Markin
Paulette Kendler President
- ----------------------------
Title: Assistant Secretary
FIRST FIDELITY BANK, NATIONAL
ASSOCIATION
ATTEST: By: /s/ Donald Quilles
--------------------------------
Name: Donald Quilles
Title: Assistant Vice President
/s/ Diane Dowdell
- ----------------------------
Title: Corporate Trust Officer
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<PAGE>
INTERNATIONAL CONTROLS CORP.,
GREAT DANE HOLDINGS INC.
AND
MIDLANTIC BANK, NATIONAL ASSOCIATION
As Trustee
--------------
First Supplemental Indenture
Dated October 17, 1994
To be effective on the Effective Date, as defined herein
--------------
Supplementing the Indenture
Dated as of December 27, 1985
between
INTERNATIONAL CONTROLS CORP.
AND
MIDLANTIC BANK, NATIONAL ASSOCIATION
As Trustee
Subordinated Discount Debentures due January 1, 2006
<PAGE>
FIRST SUPPLEMENTAL INDENTURE, dated October 17, 1994, to be effective
on the Effective Date, as defined herein among International Controls Corp., a
Florida corporation ("ICC"), Great Dane Holdings Inc., a Delaware corporation
("Holdings") and Midlantic Bank, National Association, a national banking
association (the "Trustee").
WHEREAS, ICC and the Trustee are parties to an Indenture dated as of
December 27, 1985 (the "Indenture") pursuant to which ICC issued its Subordinat-
ed Discount Debentures due January 1, 2006 (the "Debentures"); and
WHEREAS, pursuant to an Agreement and Plan of Merger, dated September
21, 1994 (the "Agreement of Merger") and a Certificate of Ownership and Merger
to be filed with the Secretary of State of Delaware, ICC will merge with and
into Holdings, its wholly-owned subsidiary, with Holdings being the surviving
corporation (the "Merger"), and Holdings will become vested with all of the
property, rights, obligations and liabilities of ICC including, without limita-
tion, the Debentures all effective as of the Effective Date; and
WHEREAS, ICC, Holdings and the Trustee will enter into this Supplemen-
tal Indenture as required by Section Eight of the Indenture.
NOW, THEREFORE:
ARTICLE ONE
SECTION 1.01. As of the Effective Date, Holdings hereby assumes the
due and punctual payment of the principal of, premium, if any, and interest on
all the Debentures and the due and punctual
<PAGE>
performance and observance of all the covenants and conditions of the Indenture
required to be performed by ICC and all of the covenants, agreements and
obligations of ICC under the Debentures and the Indenture (agreeing to be liable
for all of the indebtedness represented by the Debentures).
SECTION 1.02. As of the Effective Date, Holdings shall be deemed to
be the successor corporation to ICC under the Indenture, as amended and supple-
mented, and each reference to "International Controls Corp." and the "Company",
as amended and supplemented, shall mean and be a reference to Holdings.
ARTICLE TWO
SECTION 2.01. This First Supplemental Indenture shall become of full
force and effect and accordingly modify the Indenture only upon the
satisfaction of all of the conditions set forth in the Indenture and upon the
effectiveness of the Merger in the States of Delaware and Florida within 30
days of the execution of this First Supplemental Indenture. Such date when the
First Supplemental Indenture becomes effective shall be deemed the "Effective
Date."
SECTION 2.02. The laws of the State of New York applicable to
contracts made and to be performed wholly within the State shall govern this
First Supplemental Indenture.
SECTION 2.03. The parties may sign any number of copies of this First
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
SECTION 2.04. This First Supplemental Indenture may be executed in
counterparts, each of which shall be deemed an original, but both of which
together shall constitute one and the
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<PAGE>
same document.
SECTION 2.05. Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed thereto in the Indenture.
SECTION 2.06. Except as specifically amended and supplemented by this
First Supplemental Indenture, the Indenture shall remain in full force and
effect and is hereby ratified and confirmed.
SECTION 2.07. The Trustee is not responsible for any of the recital
contained herein.
INTERNATIONAL CONTROLS CORP.
ATTEST: By: /s/ David R. Markin
---------------------------------
David R. Markin
/s/ Paulette Kendler President
- ----------------------------
Title: Assistant Secretary
GREAT DANE HOLDINGS INC.
ATTEST: By: /s/ David R. Markin
---------------------------------
David R. Markin
/s/ Paulette Kendler President
- ----------------------------
Title: Assistant Secretary
MIDLANTIC BANK, NATIONAL ASSOCIATION
ATTEST: By: /s/ Frank J. Manupelli
---------------------------------
Name: Frank J. Manupelli
Title: Assistant Vice President
Frank J. Mercurio
- ----------------------------
Title: Trust Officer
-3-
<PAGE>
International Controls Corp.
2016 North Pitcher Street
Kalamazoo, Michigan 49007
April 6, 1994
Mr. Jay H. Harris
550 South Ocean Boulevard
Apt. 2203
Boca Raton, Florida 33432
Re: Employment Agreement, Effective as of
July 1, 1992 (the "Employment Agreement"),
between International Controls Corp.
and Jay H. Harris
------------------------------------------
Dear Jay:
This will confirm our waiver of the requirement, set forth in
Section 1.1 of the Employment Agreement, that notice of termination of the
Employment Agreement must be given 60 days prior to the end of the then current
Term (as defined in the Employment Agreement). We agree that such notice may be
given by either party at any time and the Agreement will terminate 60 days after
the receipt of such notice. This waiver shall not constitute a waiver of any
other rights of either party under the Employment Agreement and, except as
modified by this waiver, the provisions of the Employment Agreement remain in
full force and effect.
If the foregoing is consistent with your understanding, please so
indicate by signing below.
Very truly yours,
International Controls Corp.
By: s/s David R. Markin
----------------------------
Name: David R. Markin
Title: President
AGREED AND ACKNOWLEDGED:
/s/ Jay Harris
- -------------------------
Jay H. Harris
<PAGE>
Mr. Jay H. Harris
April 6, 1994
Page 2
<PAGE>
EXHIBIT 10.12
FIRST AMENDMENT TO LOAN AND GUARANTY
AGREEMENT, CONFIRMATION OF SECURITY
AGREEMENT AND CONFIRMATION OF GUARANTY
THIS FIRST AMENDMENT TO LOAN AND GUARANTY AGREEMENT, CONFIRMATION OF
SECURITY AGREEMENT AND CONFIRMATION OF GUARANTY, dated as of November 1, 1993
(this "Amendment"), is among CHECKER MOTORS CO., L.P., a Delaware limited
partnership (the "Company"), CHECKER MOTORS CORPORATION, a New Jersey
corporation ("CMC"), SOUTH CHARLESTON STAMPING & MANUFACTURING COMPANY, a West
Virginia corporation ("SCSM", and CMC and SCSM may each be referred to herein as
a "Guarantor" or collectively as the "Guarantors"), and NBD BANK, N.A., a
national banking association formerly named National Bank of Detroit (the
"Bank").
RECITALS
A. The Company, the Guarantors and the Bank have entered into a Loan
and Guaranty Agreement, dated as of September 17, 1992 (the "Loan Agreement"),
pursuant to which the Bank provided to the Company a $30,000,000 term loan and
the Guarantors guaranteed the indebtedness of the Company.
B. The Company, the Guarantors and the Bank now desire that the Loan
Agreement be amended to provide for an additional uncommitted line of credit in
the amount of $5,000,000 payable by the Company and guaranteed by the
Guarantors.
C. The Company and the Bank further desire to confirm the
effectiveness of the Security Agreement and all other agreements and documents
executed in connection with the Loan Agreement and the Guarantors further desire
to confirm their obligations under the Guaranty and the collateral granted by
them and all other agreements and documents executed in connection with the Loan
Agreement.
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO LOAN AGREEMENT
Effective upon the date that the conditions precedent set forth in
Section 3 hereof are satisfied, which date shall be determined by the Bank in
its reasonable discretion (the "Amendment Date"), the Loan Agreement is hereby
amended as follows:
<PAGE>
1.1 The recital paragraph on the first page is deleted and the
following is substituted in place thereof:
WHEREAS, the Company desires to obtain a term loan in the aggregate
principal amount of $30,000,000 in order to refund existing
indebtedness owed by CMC and SCSM to the Bank and for other
partnership purposes allowed hereunder and the Company desires to
obtain an uncommitted line of credit in aggregate amount not to exceed
$5,000,000 for working capital purposes, the Guarantors, in
consideration of $10.00 and other valuable consideration, the amount
and sufficiency of which is hereby acknowledged, are willing to
guaranty such term loan and line of credit, and the Bank is willing to
make a term loan and provide such a line of credit on the terms and
conditions herein set forth;
1.2 The definition of "FLOATING RATE" contained in Section 1.1 is
deleted and the following is substituted in place thereof:
"FLOATING RATE" shall mean the per annum rate equal to the sum of
(a)(i) with respect to Line of Credit Loans, one percent (1%) per
annum (ii) with respect to the Term Loan, one and one quarter
percent (1-1/4%) per annum plus (b) the Prime Rate in effect from
time to time; such Floating Rate shall change simultaneously with
any change in such Prime Rate.
1.3 The definition of "LOAN" shall be deleted and the following is
substituted in the place thereof:
"LOAN" shall mean any Line of Credit Loan or the Term Loan, and
"Loans" shall mean all Line of Credit Loans and the Term Loan.
1.4 The definition of "NOTES" contained in Section 1.1. is deleted
and the following is substituted in the place thereof:
"NOTES" shall mean the Term Note and the Line of Credit Note, and
each shall be a "Note".
1.5 The following definitions are inserted in Section 1.1 in
appropriate alphabetical order:
"EXPIRY DATE" shall mean the earlier of (a) November 30, 1994, or
(b) the date on which the Line of Credit Note is accelerated
under Section 7.2(a).
"FIRST AMENDMENT" shall mean the First Amendment to Loan and
Guaranty Agreement, Confirmation of Security
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<PAGE>
Agreement and Confirmation of Guaranty, dated as of November 1,
1993, among the Company, the Guarantors and the Bank.
"FIRST AMENDMENT DATE" shall mean the Amendment Date, as defined
in Section 1 of the First Amendment.
"LINE OF CREDIT LOANS" shall mean the borrowings under Section
2.1A evidenced by the Line of Credit Note and made pursuant to
Section 2.1A.
"LINE OF CREDIT NOTE" shall mean any promissory note of the
Company evidencing the Line of Credit Loans, substantially in the
form annexed hereto as Exhibit A-1, as amended or modified from
time to time and together with any promissory note or notes
issued in exchange or replacement therefor.
"TERM LOAN" shall mean the borrowing under Section 2.2 evidenced
by the Term Note and made pursuant to Section 2.1. Such Loan
shall be denominated as a Floating Rate Loan.
"TERM NOTE" shall mean the promissory note of the Company
evidencing the Term Loan, in substantially the form annexed
hereto as Exhibit A, as amended or modified from time to time and
together with any promissory note or notes issued in exchange or
replacement therefor.
1.6 A new Section 2.1A is hereby added after existing Section 2.1 to
read as follows:
2.1A LINE OF CREDIT. The Bank agrees, subject to the terms and
conditions of this Agreement, to extend a line of credit to the
Company from time to time from the First Amendment Date through
the Expiry Date, in such amounts as the Company shall from time
to time request, not to exceed $5,000,000 in aggregate principal
amount at any time outstanding. Notwithstanding any provisions
of this Agreement or any other agreements, it is understood and
agreed that (a) the Bank shall at no time be obligated to make
any Line of Credit Loan, despite compliance with any express
conditions precedent thereto, and (b) the aggregate outstanding
principal amount of all loans by the Bank to the Company and the
Guarantors, whether under this Agreement or any other agreement,
shall not exceed $45,000,000.
1.7 A new Section 2.2A is hereby added after existing Section 2.2 to
read as follows:
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<PAGE>
2.2A DISBURSEMENT OF LINE OF CREDIT LOANS. All Line of Credit
Loans shall be made as Floating Rate Loans, the proceeds of which
shall be made available to the Company by depositing the proceeds
thereof, in immediately available funds, in an account maintained
and designated by the Company at the Bank.
(b) All Line of Credit Loans made under this Section 2.2A shall
be evidenced by the Line of Credit Note, and shall be due and
payable and bear interest as provided in Article III. The Bank
is hereby authorized by the Company to record on the schedule
attached to the Line of Credit Note, or in its books and records,
the date and amount of each Line of Credit Loan, the amount of
each payment or prepayment of principal thereon, and the other
information provided for on such schedule, which schedule or
books and records, as the case may be, shall constitute prima
facie evidence of the information so recorded, PROVIDED, HOWEVER,
that failure of the Bank to record, or any error in recording,
any such information shall not relieve the Company of its
obligation to repay the outstanding principal amount of the Line
of Credit Loans, all accrued interest thereon and other amounts
payable with respect thereto in accordance with the terms of the
Line of Credit Note and this Agreement.
1.8 A new Section 2.7 is hereby added after Section 2.6 to read as
follows:
2.7 LINE OF CREDIT FEE. The Company further agrees to pay to the
Bank a fee during the period from the First Amendment Date to but
excluding the Expiry Date at a rate equal to three-eighths of one
percent (3/8 of 1%) per annum of the daily average of the
difference between $5,000,000 and the Line of Credit Loans,
payable quarterly in arrears on the last Business Day of each
March, June, September and December, commencing on such Business
Day in December, 1993, and on the Expiry Date.
1.9 A new Section 3.1(d) is hereby added after Section 3.1(c) to read
as follows:
(d) The Company shall pay to the Bank the outstanding principal
amount of the Line of Credit Loans on the Expiry Date.
1.10 Reference in the introductory paragraph to Section 5.2 to
"Maturity Date" shall be deleted and "later of the Maturity Date or the Expiry
Date" should be substituted in place thereof.
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<PAGE>
1.11 Section 5.2(b) is hereby deleted and the following is substituted
in place thereof:
(b) CONSOLIDATED TANGIBLE NET WORTH. Permit or suffer
Consolidated Tangible Net Worth of CMC to be less than
$45,000,000 at any time from the Effective Date to and including
December 30, 1995, provided that such minimum required amount
shall increase by $1,000,000 on December 31, 1995 and on each
December 31st thereafter.
1.12 Section 5.2(d) is amended by deleting reference therein to "3.50
to 1.0" and substituting "4.0 to 1.0" in place thereof.
1.13 Section 5.2(g) is amended by deleting the period at the end of clause
(ii) thereof and substituting "; and" in place thereof and adding the following
new clause (iii) to the the end of Section 5.2(g):
(iii) Notwithstanding anything contained in this Agreement to the
contrary, and in accordance with the letter from the Bank dated
September 21, 1993, the proceeds of the sale of not more than 100
taxi medallions may be paid to ICC (which payments are in
addition to those allowed under Section 5.2(i) hereof and are not
subject to any other covenants of this Agreement) to be used
solely to settle litigation with Boeing.
1.14 Section 5.2(i) is hereby deleted and the following is substituted
in place thereof:
(i) PAYMENTS TO ICC. Other than the payment to ICC permitted
by Section 5.2(g)(iii), any payments or transfers of any kind,
directly or indirectly from the Company, any of the Guarantors or
any Subsidiary of the Company or any Guarantor to ICC shall not
exceed in the aggregate, (i) for 1992, the lesser of (x)
$26,000,000 or (y) $21,000,000 plus the Maximum Contingent
Amount; (ii) for 1993, the sum of $25,000,000 plus the difference
between the Maximum Contingent Amount and all Contingent Payments
made in 1992; and (iii) for 1994 and each year thereafter, the
sum of $20,000,000 plus the difference between the Maximum
Contingent Amount and all Contingent Payments made in prior
years, plus, for 1994, the lesser of $5,000,000 or the amount, if
any, by which payments to ICC permitted under this Section 5.2(i)
for 1993 were less than $25,000,000 and plus, for all years after
1994, the lesser of $5,000,000 or the amount, if any, by which
payments to ICC permitted under this Section 5.2(i) for the
immediately previous year were less than $20,000,000. As used
herein, "Maximum Contingent Amount" shall mean the lesser of (i)
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<PAGE>
$5,000,000 or (ii) the actual tax payments and other liabilities
paid to the Internal Revenue Service arising from the settlement
of tax audits of federal tax returns of ICC for years prior to
1992 plus payments with respect to certain contingent liabilities
set forth on Schedule 5.2(i) (payments described in this clause
(ii) are defined as the "Contingent Payments"). Notwithstanding
any provision of this Agreement, (i) the Company shall not be
restricted from making additional distributions to its partners
out of funds legally available therefor, and (ii) the Guarantors
shall not be restricted from paying dividends out of a pool
smaller than one equal to one hundred percent of the amount
legally available under the corporate law of its state of
incorporation for such payments or distributions. Prior to any
such additional distribution or payment, the Company shall make a
prepayment to the Bank in an amount equal to one-half of the then
outstanding balance of the Loans, which prepayment shall be
applied to installments of principal of the Loans in the inverse
order of their maturities. The Company agrees that the amount of
payments allowed under this Section 5.2(i) will be adjusted
downward if ICC restructures its debt to the extent allowed under
such restructuring.
1.15 Section 7.1(k) is hereby deleted and the following is substituted
in place thereof:
(k) The occurrence of any Event of Default under the Credit and
Guaranty Agreement, dated as of August 1, 1989, as amended or
modified from time to time (the "SCSM Credit Agreement"), among
SCSM, as the borrower, the Company and CMC, as guarantors, and
the Bank.
1.16 Each reference in Sections 2.1, 2.2 and 2.3 to "a Loan" or "the
Loan" shall be deleted and "the Term Loan" shall be substituted in each place
thereof and each reference in Sections 2.2 and 2.3(e) to "Note" shall be deleted
and "Term Note" shall be substituted in place thereof.
1.17 Each reference in Section 2.4 (except as set forth in Section
1.18) and the first reference in Section 3.1(b) to "the Loan" shall be deleted
and "any Loan" shall be substituted in each place thereof.
1.18 Each reference in the last paragraph of Section 2.4 and in
Section 3.2 to "the Loan" shall be deleted and "each Loan" shall be substituted
in each place thereof.
1.19 Each reference in Section 3.1(a) and 3.1(c) to "Loan" shall be
deleted and "Term Loan" shall be substituted in each thereof.
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<PAGE>
1.20 Each reference in Sections 3.4, 3.5, Article IV, Section 5.2(i),
Article VI, Section 7.2 and Article VIII to "Loan" shall be deleted and "Loans"
shall be substituted in each place thereof.
1.21 Each reference in Article IV, Article V, Article VI, Section 7.2
and Article VIII to "Note" shall be deleted and "Notes" shall be substituted in
each place thereof.
1.22 The form of Line of Credit Note annexed hereto as Exhibit A-1 is
hereby added to the Credit Agreement as Exhibit A-1.
1.23 Any schedules attached hereto are substituted for the
corresponding schedules attached to the Credit Agreement.
SECTION 2. REPRESENTATIONS AND WARRANTIES
Each of the Company and each Guarantor represents and warrants that:
2.1 It has all requisite power and authority, corporate or otherwise,
to execute and deliver this Amendment and to engage in the transactions
contemplated by the Loan Agreement, as amended by this Amendment (the "Amended
Loan Agreement"), and to perform its obligations under the Amended Loan
Agreement and the Line of Credit Note to which it is a party. The execution and
delivery by it of this Amendment and the Line of Credit Note to which it is a
party, and the performance by it of the Amended Loan Agreement and the Line of
Credit Note to which it is a party have been duly authorized by all necessary
action, corporate or otherwise, and do not and will not (a) require any consent
or approval of its stockholders, if any, (b) violate any provision of any law,
rule, regulation, order, writ, judgment, injunction, decree, determination or
award presently in effect having applicability to it or of its Articles of
Incorporation, By-Laws or Partnership Agreement, as applicable, or (c) result in
a breach or constitute a default under any indenture or loan or credit agreement
or other agreement, lease or instrument to which it is a party or by which it or
its properties may be bound or affected.
2.2 No authorization, consent, approval, license, exemption of or
filing or registration with any court or governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, is or will be
necessary to the valid execution or delivery by it of this Amendment or the Line
of Credit Note to which it is a party, or the performance by it of the Amended
Loan Agreement or the Line of Credit Note to which it is a party.
2.3 The Amended Loan Agreement and the Line of Credit Note to which
it is a party constitute its legal, valid and binding obligations enforceable
against it in accordance with their terms.
2.4 After giving effect to the amendments contained in this
Amendment, its representations and warranties contained in Article IV of the
Loan Agreement, Section 2 of the Security Agreement and in Article IV the SCSM
Credit are true on and as of the date hereof with the same force and effect as
if made on and as of the date hereof.
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<PAGE>
2.5 After giving the effect to the amendments contained in this
Amendment, there is no Event of Default or event or condition which may become
an Event of Default with notice or lapse of time, or both, as of the date
hereof.
2.6 CMC represents and warrants that, other than the capital stock of
SCSM and Checker Holding Corp. III and its partnership interest in the Company,
the only assets owned by it are those described in the Security Agreement, that
the Bank has a lien and security interest in all such assets of CMC described in
the Security Agreement, such liens and security interests are of a first
priority other than as described in Schedule 2.6 hereto and CMC will promptly
notify the Bank if it acquires any other assets and execute such further
agreements and other documents to grant a first priority lien and security
interest thereon as requested by the Bank.
SECTION 3. CONDITION PRECEDENT
3.1 CONDITIONS OF EFFECTIVENESS. This Amendment shall not become
effective until the Company and the Guarantors furnish to the Bank the following
documents and complete the following matters, each in form and substance
satisfactory to the Bank:
(a) Certified copies of such corporate and partnership documents of
the Company and each Guarantor, including those evidencing necessary corporate
action with respect to this Agreement, the Line of Credit Note and any other
documents executed in connection herewith as the Bank may request.
(b) The Line of Credit Note duly executed on behalf of each Borrower.
(c) Payment of facility fee to the Bank in amount of $50,000.
(d) The favorable written opinion of counsel for the Company and the
Guarantors, in form and substance satisfactory to the Bank and its counsel.
(e) Such other documents and agreements requested by the Bank,
including without limitation a solvency certificate.
SECTION 4. MISCELLANEOUS
4.1 All references to the Loan Agreement or the Note in the Security
Agreement, any Note, any certificate or instrument or any other document, shall
hereafter be deemed references to the Loan Agreement as amended hereby and to
the Notes as defined in the Loan Agreement after giving effect to this
Amendment, respectively.
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<PAGE>
4.2 Capitalized terms used but not defined herein shall have the
respective meanings ascribed to them in the Loan Agreement or the Security
Agreement, as the case may be.
4.3 This Amendment may be executed upon any number of counterparts
with the same effect as if the signatures thereto were upon the same instrument.
4.4 The Company agrees to pay the reasonable fees and expenses of
Dickinson, Wright, Moon, Van Dusen & Freeman, counsel for the Bank, in
connection with the preparation of this Amendment, the Line of Credit Note and
related documents and the consummation of the transactions contemplated hereby.
4.5 The Company and each Guarantor hereby ratify and confirm the Loan
Agreement, the Notes, the Security Agreement and all other agreements and
documents executed at any time pursuant to the Loan Agreement (all the foregoing
referred to collectively as the "Loan Documents") and agree that each shall
remain in full force and effect and acknowledge that they have no defense,
offset or counterclaim with respect thereto. Each Borrower agrees that all
collateral granted by it, including without limitation pursuant to the Security
Agreement, are cross collateralized and secure all present and future
indebtedness, obligations and liabilities of the Company and each Guarantor now
or hereafter owing to the Bank, including without limitation pursuant to the
Line of Credit Note, the Term Note and the SCSM Credit Agreement. The
Guarantors acknowledge and confirm that they jointly and severally and
unconditionally guarantee all present and future indebtedness, obligations and
liabilities of the Company to the Bank, including without limitation those
pursuant to the Line of Credit Note and the Term Note, and each Guarantor
further acknowledges and confirms that any collateral granted by either
Guarantor, including without limitation any collateral granted pursuant to the
SCSM Credit Agreement and the security agreement and other documents executed
pursuant thereto, (the "SCSM Loan Documents"), are cross collateralized and
secure all present and future indebtedness, obligations and liabilities of the
Company and each Guarantor now or hereafter owing to the Bank, including without
limitation pursuant to the Line of Credit Note and the Term Note, the Loan
Agreement and the SCSM Credit Agreement. The Company and each Guarantor
represent and warrant that the Bank has a first priority (subject only to such
Liens permitted by Section 5.2(e) of the Loan Agreement), perfected and
enforceable lien and security interest on all collateral described in the Loan
Documents and in the SCSM Loan Documents.
4.6 Each Guarantor and the Company represent and warrant that they
are aware of no claims or causes of action by the Company or any Guarantor
against the Bank. Notwithstanding this representation and as further
consideration for the agreements and understandings herein, each Guarantor and
the Company, individually and jointly and severally, for themselves and for
their respective heirs, successors and assigns, hereby release the Bank and its
officers, directors, employees, agents, attorneys, affiliates, subsidiaries,
successors and assigns from any liability, claim, right or cause of action which
now exists or hereafter arises, whether known or unknown, arising from or in any
way related to facts in existence as of the date hereof.
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<PAGE>
4.7 This Amendment constitutes the entire understanding of the
parties with respect to the subject matter hereof and may only be modified or
amended in a writing signed by all parties hereto. Each party hereto
acknowledges that it has been given an opportunity to consult with counsel and
after such consultation or opportunity, knowingly, voluntarily and without
duress enter into this Agreement and each party hereto acknowledges that they
have carefully and completely read all of the terms and provisions hereof.
4.8 This Amendment shall be governed by and construed in accordance
with the laws of the State of Michigan applicable to contracts made and to be
performed entirely within such State without giving effect to choice of law
principles of such State.
WITNESS the due execution hereof, effective as of the 1st day of
November, 1993, which shall be the Effective Date of this Amendment.
CHECKER MOTORS CORPORATION
By: /s/ Jay Harris
-----------------------------------
Its: Vice President
-----------------------------
CHECKER MOTORS CO., L.P.
By: CHECKERS MOTORS CORPORATION,
general partner
By: /s/ Jay Harris
----------------------------------
Its: Vice President
-----------------------------
SOUTH CHARLESTON STAMPING &
MANUFACTURING COMPANY
By: /s/ Marlan R. Smith
----------------------------------
Its: Assistant Treasurer
-----------------------------
NBD BANK, N.A.
By: /s/ Randy Balluff
----------------------------------
Its: Vice President
-----------------------------
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EXHIBIT A-1
LINE OF CREDIT NOTE
$5,000,000 November 1, 1993
Detroit, Michigan
FOR VALUE RECEIVED, the undersigned, CHECKER MOTORS CO., L.P., a
Delaware limited partnership (the "Company"), hereby unconditionally promises to
pay to the order of NBD BANK, N.A., a national banking association (the "Bank"),
at the principal banking office of the Bank in lawful money of the United States
of America and in immediately available funds, the principal sum of Five Million
Dollars ($5,000,000), or such lesser amount as is noted on the schedule attached
hereto, on the Expiry Date; and to pay interest on the unpaid principal balance
hereof from time to time outstanding, in like money and funds, for the period
from the date hereof until the Loans evidenced hereby shall be paid in full, at
the rates per annum and on the dates provided in the Loan Agreement referred to
below.
The Bank is hereby authorized by the Company to note on the schedule
attached to this Line of Credit Note the date and amount of each Loan, the
amount of each payment or prepayment of principal thereon and other information
provided for on such schedule, which schedule shall constitute prima facie
evidence of the information so noted, PROVIDED that any failure by the Bank to
make any such notation shall not relieve the Company of its obligation to repay
the outstanding principal amount of this Line of Credit Note, all accrued
interest hereon and any amount payable with respect hereto in accordance with
the terms of this Line of Credit Note and the Loan Agreement.
The Company and each endorser or guarantor hereof waives presentment,
protest, diligence, notice of dishonor, demand, and any other formality in
connection with this Line of Credit Note. Should the indebtedness evidenced by
this Line of Credit Note or any part thereof be collected in any proceeding or
be placed in the hands of attorneys for collection, the Company agrees to pay,
in addition to the principal and interest due and payable hereon, all costs of
collecting this Line of Credit Note, including attorneys' fees and expenses.
This Line of Credit Note evidences one or more Loans made under a Loan
and Guaranty Agreement, dated as of September 17, 1992 among the Company, South
Charleston Stamping & Manufacturing Company, a West Virginia corporation,
Checker Motors Corporation, a New Jersey corporation, and the Bank, as amended
or modified through the date hereof and as further amended or modified from time
to time (the "Loan Agreement"), to which reference is hereby made for a
statement of the circumstances under which this Line of Credit Note is subject
to prepayment and under which its due date applicable in the absence of demand
may be accelerated and for a description of the collateral and security securing
<PAGE>
payment hereof. Capitalized terms used but not defined in this Line of Credit
Note shall have the respective meanings assigned to them in the Loan Agreement.
CHECKER MOTORS CO., L.P.
By: CHECKER MOTORS CORPORATION,
its general partner
By:
----------------------------------
Its:
-----------------------------
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Schedule to Line of Credit Note, dated
November 1, 1993, made by Checker Motors Co., L.P.
in favor of NBD Bank, N.A.
Principal Principal Principal
Date Loan Amount of Interest Amount Paid Balance Notation
Made Loan Rate or Pre-paid Outstanding Made by
- --------- --------- -------- ----------- ----------- --------
<PAGE>
EXHIBIT 10.16
THIRD AMENDMENT TO CREDIT AND GUARANTY
AGREEMENT, CONFIRMATION OF SECURITY
AGREEMENT AND CONFIRMATION OF GUARANTY
THIS THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENT,
CONFIRMATION OF SECURITY AGREEMENT AND CONFIRMATION OF GUARANTY, dated as of
November 1, 1993 (this "Amendment"), is among SOUTH CHARLESTON STAMPING &
MANUFACTURING COMPANY, a West Virginia corporation (the "Company"), CHECKER
MOTORS CORPORATION, a New Jersey corporation (the "Corporate Guarantor"), and
CHECKER MOTORS CO., L.P., a Delaware limited partnership (the "Partnership
Guarantor" and, together with the Corporate Guarantor, the "Guarantors"), and
NBD BANK, N.A., a national banking association formerly named National Bank of
Detroit (the "Bank").
RECITALS
A. The Company, the Guarantors and the Bank have entered into a
Credit and Guaranty Agreement, dated as of August 1, 1989, as amended by that
certain First Amendment to Credit Agreement (the "First Amendment") dated as of
June 1, 1990, that certain Second Amendment to Credit and Guarantee Agreement,
Confirmation of Security Agreement, and Confirmation of Guaranty (the "Second
Amendment") dated as of January 2, 1991, and as modified by a Supplemental
Agreement dated as of April 20, 1992 (the "First Supplemental Agreement") and a
Second Supplemental Agreement (the "Second Supplemental Agreement") dated as of
September 17, 1992 (the "Credit Agreement"), pursuant to which (a) the Bank
provided to the Company (i) a revolving credit facility in an aggregate
principal amount outstanding at any one time not to exceed $9,500,000, which
credit facility was converted to a term loan on July 31, 1990 and (ii) a line of
credit in an aggregate principal amount outstanding at any one time not to
exceed the lesser of (1) the Borrowing Base and (2) $5,000,000, payable on
demand, and (b) the Guarantors guaranteed the indebtedness of the Company under
such revolving credit facility and such line of credit.
B. The Company, the Guarantors and the Bank now desire that the
Credit Agreement be amended to provide for (a) the continuation and increase of
such line of credit from the Bank to the Company to an aggregate principal
amount outstanding at any one time not to exceed the lesser of (i) the Borrowing
Base and (ii) $7,500,000, and expiring on November 30, 1994, to support the
sales growth of the Company, and (b) an additional five year secured term loan
in aggregate principal amount of $2,500,000 to purchase certain equipment.
C. The Company and the Bank further desire to confirm the
effectiveness of the Security Agreement and all other agreements and documents,
and the Guarantors further desire to confirm their obligations under the
Guaranty and the collateral granted by them and all other agreements and
documents.
<PAGE>
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT
Effective upon the date that the conditions precedent set forth
in Section 5 hereof are satisfied, which date shall be determined by the Bank in
its reasonable discretion (the "Amendment Date"), the Credit Agreement is hereby
amended as follows:
1.1 The first two recital paragraphs on the first page are
deleted and the following is substituted in place thereof:
WHEREAS, the Company desires (a) to obtain a revolving
credit facility in aggregate principal amount not to exceed
$9,500,000 in order to provide funds for the purchase and
installation of five stamping presses, and its other
corporate purposes, which credit facility shall be
convertible into a term loan, (b) for the Bank to grant a
line of credit to the Company in an aggregate principal
amount outstanding any one time not to exceed $7,500,000 for
working capital purposes, and (c) to obtain a term loan in
the amount of $2,500,000 for the purpose of purchasing a
used Danly press; and
WHEREAS, the Guarantors are willing to guarantee the
indebtedness of the Company under such revolving credit
facility and the term loan to which it converts, such line
of credit and such term loan, and the Bank is willing to
provide such a revolving credit facility, line of credit and
term loan on the terms and the conditions herein set forth.
1.2 The definition of "BORROWING BASE" contained in Section 1.1
is deleted and the following is substituted in place thereof:
"BORROWING BASE" shall mean, as of any date, an amount equal
to the sum of (a) 80% of the value of Eligible Accounts
Receivable, plus (b) the lesser of (i) 50% of the value of
Eligible Inventory or (ii) $1,000,000.
1.3 The definition of "EXPIRY DATE FOR LINE OF CREDIT" contained
in Section 1.1 is deleted and the following is substituted in place thereof:
"EXPIRY DATE FOR LINE OF CREDIT"
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<PAGE>
1.4 The definition of "FLOATING RATE" contained in Section 1.1
is deleted and the following is substituted in place thereof:
"FLOATING RATE" shall mean the per annum rate equal to the
sum of (a)(i) with respect to Line of Credit Loans, one
percent (1%) per annum (ii) with respect to the Term Loan
and the $2,500,000 Term Loan, one and one quarter percent
(1-1/4%) per annum plus (b) the Prime Rate in effect from
time to time; such Floating Rate shall change simultaneously
with any change in such Prime Rate.
1.5 The definition of "LOAN" shall be deleted and the following
is substituted in the place thereof:
" LOAN" shall mean any Revolving Credit Loan, the Term Loan,
any Line of Credit Loan or the $2,500,000 Term Loan, and
"Loans" shall mean all the Revolving Credit Loans, the Term
Loan, all Line of Credit Loans and the $2,500,000 Term Loan.
1.6 The definition of "NOTES" contained in Section 1.1. is
deleted and the following is substituted in the place thereof:
"NOTES" shall mean the Revolving Credit Note, the Term Note,
the Line of Credit Note and the $2,500,000 Term Note, and
each shall be a "Note".
1.7 The following definitions are inserted in Section 1.1 in
appropriate alphabetical order:
"EBIT" means, as of the last day of any fiscal quarter,
Net Income PLUS all amounts deducted in determining
such Net Income on account of (a) Interest Expense and
(b) taxes, all as determined for the Company in
accordance with generally accepted accounting
principles.
"ELIGIBLE INVENTORY" shall mean, as of any date, that
inventory owned by the Company that constitutes raw
materials or finished goods in which the Company has
granted to the Bank a first-priority perfected security
interest pursuant to the Security Agreement, valued at
the lower of cost or market on a FIFO basis, but shall
not include any such inventory (a) that does not
constitute raw materials or finished goods readily
salable or usable in the business of the Company (b)
that is located outside the United States (which shall
be not deemed to include any territories of the United
States), (c) that is subject to, or any accounts or
other proceeds resulting from the sale or other
disposition thereof could be subject to, any Lien
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<PAGE>
(except those in favor of the Bank under the Security
Agreement), including any sale on approval or sale or
return transaction or any consignment, (d) that is not
in the possession of the Company or if such inventory
is covered by documents of title, instruments or
chattel paper and the Company is not the owner and
holder of all such documents, instruments and chattel
paper, free of any Lien (except those in favor of the
Bank under the Security Agreement), (e) that is held
for lease or is the subject of any lease, (f) that is
subject to any trademark, trade name or licensing
arrangement, or any law, rule or regulation, that could
limit or impair the ability of the Bank to promptly
exercise all rights of the Bank under the Security
Agreement, (g) if such inventory is located on premises
not owned by the Company and the landlord or other
owner of such premises shall not have waived its
distraint, lien and similar rights with respect to such
inventory and shall not have agreed to permit the bank
to enter such premises pursuant to a wavier and
agreement to such person in favor of and in form and
substance acceptable to the Bank (h) with respect to
which any insurance proceeds are not payable to the
Bank as a loss payee or are payable to any loss payee
other than the bank or the Company, and (i) that for
any other reason is at any time reasonably deemed by
the Bank to be ineligible.
"INTEREST EXPENSE" means, as of the last day of any
fiscal quarter of the Company, total interest and
related expense of the Company with respect to all
outstanding Indebtedness of the Company (including,
without limitation, the interest component of any
payments in respect to any capital lease) accrued or
capitalized (whether or not actually paid during the
relative period) plus the amount payable (or minus the
net amount receivable) under any interest rate hedging,
cap or similar agreement or arrangement (whether or not
actually paid or received during the relevant period)
for the fiscal quarter then ending and the three
immediately preceding fiscal quarters of the Company,
determined for the Company in accordance with generally
accepted accounting principles, except as modified by
this definition.
"NET INCOME" means, as of the last day of any fiscal
quarter of the Company, the net income (or loss) of the
Company for fiscal quarter then ending and the three
immediately preceding fiscal quarters of the Company,
taken as a single accounting period, determined in
accordance with generally accepted accounting
principles; MINUS to the extent included in determining
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<PAGE>
such Net Income, without duplication: (a) the proceeds
of any insurance policy, (b) gains (or PLUS losses)
from the sale, exchange, transfer or other disposition
of property or assets not in the ordinary course of
business of the Company and related tax effects in
accordance with generally accepted accounting
principles, and (c) any extraordinary or non-recurring
gains of the Company, or other gains recognized by the
Company outside of the normal operations of the
Company, and related tax effects, in accordance with
generally accepted accounting principles.
"THIRD AMENDMENT" shall mean the Third Amendment to
Credit and Guaranty Agreement, Confirmation of Security
Agreement and Confirmation of Guaranty, dated as of
November 1, 1993, among the Company, the Guarantors and
NBD Bank, N.A., a national banking association,
formerly named National Bank of Detroit.
"THIRD AMENDMENT DATE" shall mean the Amendment Date,
as defined in Section 1 of the Third Amendment.
"TERM LOANS" shall mean the Term Loan and the
$2,500,000 Term Loan.
"$2,500,000 TERM LOAN" shall mean the borrowing under
Section 2.2A evidenced by the $2,500,000 Term Note and
made pursuant to Section 2.2A.
"$2,500,000 TERM NOTE" shall mean any promissory note
of the Company evidencing the $2,500,000 Term Loan,
substantially in the form annexed hereto as Exhibit B-
1, as amended or modified from time to time and
together with any promissory note or notes issued in
exchange or replacement therefor.
1.8 The words "SECOND AMENDMENT DATE" contained in Section 2.2
are deleted and the words "THIRD AMENDMENT DATE" are substituted in place
thereof, and the amount "$5,000,000" contained in Section 2.2 is deleted and the
amount "$7,500,000" is substituted in place thereof.
1.9 A new Section 2.2A is hereby added after existing Section
2.2 to read as follows:
2.2A $2,500,000 TERM LOAN. The Bank agrees, subject to
terms and conditions of this Agreement, to make a
single term loan to the Company on or within three days
after the Third Amendment Date in the amount of
$2,500,000.
1.10 Section 2.4(b) is deleted in its entirety and the following
new Section 2.4(b) is substituted in place thereof:
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(b) The Company further agrees to pay to the Bank a fee
during the period from the Third Amendment Date to but
excluding the Expiry Date for Line of Credit at a rate equal
to three-eighths of one percent (3/8 of 1%) per annum of the
daily average of the difference between $7,500,000 and the
Line of Credit Loans, payable quarterly in arrears on the
last Business Day of each January, April, July and October,
commencing on such Business Day in January, 1994, and on the
Expiry Date for Line of Credit.
1.11 A new Section 2.6A is hereby added after existing Section
2.6 to read as follows:
2.6A DISBURSEMENT OF $2,500,000 TERM LOAN. (a) The
$2,500,000 Term Loan shall bear interest at the applicable
Floating Rate, and the proceeds thereof shall be made
available to the Company, subject to the terms and
conditions of this Agreement, by depositing the proceeds
thereof, in immediately available funds, in an account
maintained and designated by the Company at the Bank.
(b) The $2,500,000 Term Loan under this Section 2.6A shall
be evidenced by the $2,500,000 Term Note, and shall be due
and payable and bear interest as provided in Article III.
The Bank is hereby authorized by the Company to record on
the scheduled attached to the $2,500,000 Term Note, or on
its books and records, the amount of $2,500,000 Term Loan,
the amount of each payment or prepayment of principal
thereon, and the other information provided for on such
schedule, which schedule or books and records, as the case
may be, shall constitute prima facie evidence of the
information so recorded, PROVIDED, HOWEVER, that the failure
of the Bank to record, or any error in recording, any such
information shall not relieve the Company of its obligation
to repay the outstanding principal amount of the $2,500,000
Term Loan, all accrued interest thereon and other amounts
payable with respect thereto in accordance with the terms of
the $2,500,000 Term Note of this Agreement.
1.12 Sections 2.9, 2.10 and 2.11 are each deleted.
1.13 Section 3.1(c) is deleted in its entirety and the following
new Section 3.1(c) is substituted in place thereof:
(c) Unless earlier payment is required under this
Agreement, the Company shall pay to the Bank the
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<PAGE>
outstanding principal amount of the Line of Credit Loans on
the Expiry Date for Line of Credit.
1.14 Clauses (i) and (ii) of Section 3.1(d) and Sections 3.6(a)
and 3.8 are hereby deleted.
1.15 Section 3.2 is hereby deleted and the following is
substituted in place thereof:
INTEREST PAYMENTS. The Company shall pay interest to
the Bank on the unpaid principal amount of any portion
of the Loans, for the period commencing on the date
such Loan is made until such Loan is paid in full, on
each Interest Payment Date and at maturity (whether at
stated maturity, by acceleration or otherwise), and
thereafter on demand, at the Floating Rate.
Notwithstanding the foregoing, the Company shall pay
interest on demand at the Overdue Rate on the
outstanding principal amount of the Loans and any other
amount payable by the Company hereunder (other than
interest) which is not paid in full when due (whether
at stated maturity, by acceleration or otherwise) for
the period commencing on the due date thereof until the
same is paid in full.
1.16 A new Section 3.1(g) is hereby added after Section 3.1(f) to
read as follows:
(g) Unless earlier payment is required under this
Agreement, the Company shall pay to the Bank the outstanding
principal amount of the $2,500,000 Term Loan in twenty
equal, consecutive quarterly principal installments each in
the amount of $125,000 and payable on the last Business Day
of each January, April, July and October, commencing with
the last Business Day in January, 1994, and until the last
Business Day of October, 1998, when the entire outstanding
principal amount of the $2,500,000 Term Loan shall be due
and payable.
1.17 Reference in Section 3.1(e) to "Term Loan" shall be deleted
and "Term Loans" shall be substituted in place thereof.
1.18 A new Section 5.1(c) (which new Section describes a new
covenant which is an addition to all other existing covenants) is hereby added
after existing Section 5.1(b) to read as follows:
(c) EBIT TO INTEREST EXPENSE. The Company will not permit
or suffer the ratio of EBIT to Interest Expense to be less
than 2.0 to 1.0 as of the last day of any fiscal quarter of
the Company.
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<PAGE>
1.19 Section 7.1(i) is modified by adding the phrase "or
International Controls Corp. ("ICC")" after each place the word "Guarantors"
appears in Section 7.1(i).
1.20 A new Section 7.1(l) is hereby added after existing Sections
7.1(k) to read as follows:
(l) ICC or any of its shareholders shall fail to perform or
observe any term, covenant or agreement contained in the
side letters delivered pursuant to Section 2.3(k) of the
Loan and Guaranty Agreement dated as of September 17, 1992
by and among the Partnership Guarantor, as borrower, and the
Corporate Guarantor and the Company, as guarantors.
1.21 The form of Line of Credit Note annexed hereto as Exhibit C
(the "New Line of Credit Note") is substituted for the form of Demand Note
annexed to the Credit Agreement as Exhibit C.
1.22 The form of $2,500,000 Term Note annexed hereto as Exhibit
B-1 is hereby added to the Credit Agreement as Exhibit B-1.
1.23 Any schedules attached hereto are substituted for the
corresponding schedules attached to the Credit Agreement.
1.24 All references to the Demand Note contained in the Credit
Agreement of in any other agreement or document shall be deemed references to
the Line of Credit Note and any promissory note or notes issued in exchange or
replacement therefor.
SECTION 4. REPRESENTATIONS AND WARRANTIES
Each of the Company and each Guarantor represents and warrants
that:
4.1 It has all requisite power and authority, corporate,
partnership or otherwise, to execute and deliver this Amendment and to engage in
the transactions contemplated by the Credit Agreement, as amended by this
Amendment (the "Amended Credit Agreement"), and to perform its obligations under
the Amended Credit Agreement and the New Line of Credit Note and $2,500,000 Term
Note to which it is a party. The execution and delivery by it of this Amendment
and the New Line of Credit Note and $2,500,000 Term Note to which it is a party,
and the performance by it of the Amended Credit Agreement and the New Line of
Credit Note and $2,500,000 Term Note to which it is a party have been duly
authorized by all necessary action, corporate or otherwise, and do not and will
not (a) require any consent or approval of its stockholders, if any, (b) violate
any provision of any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award presently in effect having applicability to it or
of its Articles of Incorporation, By-Laws or Partnership Agreement, as
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<PAGE>
applicable, or (c) result in a breach or constitute a default under any
indenture or loan or credit agreement or other agreement, lease or instrument to
which it is a party or by which it or its properties may be bound or affected.
4.2 No authorization, consent, approval, license, exemption of
or filing or registration with any court or governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, is or will be
necessary to the valid execution or delivery by it of this Amendment or the New
Line of Credit Note or $2,500,000 Term Note to which it is a party, or the
performance by it of the Amended Credit Agreement or the New Line of Credit Note
or $2,500,000 Term Note to which it is a party.
4.3 The Amended Credit Agreement and the New Line of Credit Note
and $2,500,000 Term Note to which it is a party constitute its legal, valid and
binding obligations enforceable against it in accordance with their terms.
4.4 After giving effect to the amendments contained in this
Amendment, its representations and warranties contained in Article IV of the
Credit Agreement, Section 2 of the Security Agreement and in the Loan and
Guaranty Agreement, dated as of September 17, 1992 by and among the Partnership
Guarantor, as borrower, and the Corporate Guarantor and the Company, as
guarantors (the "Partnership Guarantor Loan Agreement") are true on and as of
the date hereof with the same force and effect as if made on and as of the date
hereof.
4.5 After giving the effect to the amendments contained in this
Amendment, there is no Event of Default or event or condition which may become
an Event of Default with notice or lapse of time, or both, as of the date
hereof.
4.6 The Company has purchased the Danly press for approximately
$2,620,000, free and clear of all Liens other than in favor of the Bank and
other than subordinated liens to the State of West Virginia and Volkswagon,
subordinated in form and substance satisfactory to the Bank.
SECTION 5. CONDITION PRECEDENT
5.1 CONDITIONS OF EFFECTIVENESS. This Amendment shall not
become effective until the Company and the Guarantors furnish to the Bank the
following documents and complete the following matters, each in form and
substance satisfactory to the Bank:
(a) Certified copies of such corporate and partnership documents
of the Company and each Guarantor, including those evidencing necessary
corporate action with respect to this Agreement, the New Line of Credit Note and
the $2,500,000 Term Note as the Bank may request.
(b) The New Line of Credit Note and the $2,500,000 Term Note,
each duly executed on behalf of the Company.
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<PAGE>
(c) Payment of facility fee to the Bank in amount of $50,000.
(d) The favorable written opinion of counsel for the Company and
the Guarantors, in form and substance satisfactory to the Bank and its counsel.
(e) The Company shall execute and deliver such documents with
respect to the Danly press purchased by the Company, including all appraisals
and all documents, if any, required to perfect the lien and security interest of
the Bank therein, as requested by the Bank.
(f) The Company shall have delivered such subordination
agreements and other documentation in form and substance satisfactory to the
Bank showing that the Bank has a first priority lien and security interest on
the Danly press and that the Liens of the State of West Virginia and Volkswagon
are subordinated to the Bank's Liens in form and substance satisfactory to the
Bank.
(g) Such other documents and agreements requested by the Bank,
including without limitation a solvency certificate.
SECTION 6. MISCELLANEOUS
6.1 All references to the Credit Agreement or the Notes in the
Security Agreement, any Note, any certificate or instrument or any other
document, shall hereafter be deemed references to the Credit Agreement as
amended hereby and to the Notes as defined in the Credit Agreement after giving
effect to this Amendment, respectively.
6.2 Capitalized terms used but not defined herein shall have the
respective meanings ascribed to them in the Credit Agreement or the Security
Agreement, as the case may be.
6.3 This Amendment may be executed upon any number of
counterparts with the same effect as if the signatures thereto were upon the
same instrument.
6.4 The Company agrees to pay the reasonable fees and expenses
of Dickinson, Wright, Moon, Van Dusen & Freeman, counsel for the Bank, in
connection with the preparation of this Amendment, the New Line of Credit Note,
the $2,500,000 Term Note and related documents and the consummation of the
transactions contemplated hereby.
6.5 The Company and each Guarantor hereby ratify and confirm the
Credit Agreement, the Notes, the Security Agreement, the First Amendment the
Second Amendment, the First Supplemental Agreement, the Second Supplemental
Agreement and all other agreements and documents executed at any time pursuant
to the Credit Agreement (all the foregoing referred to collectively as the "Loan
Documents") and agree that each shall remain in full force and effect and
acknowledge that they have no defense, offset or counterclaim with respect
thereto. The Company agrees that all collateral granted by it, including
without limitation pursuant to the Security Agreement, are cross collateralized
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<PAGE>
and secure all present and future indebtedness, obligations and liabilities of
the Company and each Guarantor now or hereafter owing to the Bank, including
without limitation pursuant to the New Line of Credit Note, the Term Note, the
$2,500,000 Term Note and the Partnership Guarantor Loan Agreement. The
Guarantors acknowledge and confirm that they jointly and severally and
unconditionally guarantee all present and future indebtedness, obligations and
liabilities of the Company, including without limitation those pursuant to the
New Line of Credit Note, the Term Note and $2,500,000 Term Note, and each
Guarantor further acknowledges and confirms that any collateral granted by
either Guarantor, including without limitation any collateral granted pursuant
to the Partnership Guarantor Loan Agreement and the security agreement and other
documents executed pursuant thereto, (the "Partnership Loan Documents"), are
cross collateralized and secure all present and future indebtedness, obligations
and liabilities of the Company and each Guarantor now or hereafter owing to the
Bank, including without limitation pursuant to the New Line of Credit Note, the
Term Note, the $2,500,000 Term Note, the Credit Agreement and the Partnership
Guarantor Loan Agreement. The Company and each Guarantor represent and warrant
that the Bank has a first priority, perfected and enforceable lien and security
interest on all collateral described in the Loan Documents and in the
Partnership Loan Documents, subject only to such liens as are permitted under
Section 5.2(e) of the Partnership Guarantor Loan Agreement. Without limiting
the foregoing, the Company agrees that the Security Agreement is amended by
adding the phrase "and/or any of the Guarantors" after the word "Company" in
each place it appears in the first paragraph of Section 1 of the Security
Agreement.
6.6 Notwithstanding any provisions of the Credit Agreement or
any other agreement, it is understood and agreed that (a) the Bank shall at no
time be obligated to make any Line of Credit Loan, despite compliance with any
express conditions precedent thereto, and the Bank shall be privileged at any
time to make demand for payment of the New Line of Credit Note and all amounts
owing thereunder, despite the fact that there may not then exist an Event of
Default, and (b) the aggregate outstanding principal amount of all Loans by the
Bank to the Company and the Guarantors, whether under the Credit Agreement or
any other agreement, shall not exceed $45,000,000.
6.7 Each Guarantor and the Company represent and warrant that
they are aware of no claims or causes of action by the Company or any Guarantor
against the Bank. Notwithstanding this representation and as further
consideration for the agreements and understandings herein, each Guarantor and
the Company, individually and jointly and severally, for themselves and for
their respective heirs, successors and assigns, hereby release the Bank and
their officers, directors, employees, agents, attorneys, affiliates,
subsidiaries, successors and assigns from any liability, claim, right or cause
of action which now exists or hereafter arises, whether known or unknown,
arising from or in any way related to facts in existence as of the date hereof.
6.8 This Amendment constitutes the entire understanding of the
parties with respect to the subject matter hereof and may only be modified or
amended in writing signed by all parties hereto. Each party hereto acknowledges
that they have been given an opportunity to consult with counsel and after such
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<PAGE>
consultation or opportunity, knowingly, voluntarily and without duress enter
into this Agreement and each party hereto acknowledges that they have carefully
and completely read all of the terms and provisions hereof.
6.9 This Amendment shall be governed by and construed in
accordance with the laws of the State of Michigan applicable to contracts made
and to be performed entirely within such State without giving effect to choice
of law principles of such State.
6.10 Notwithstanding anything contained in this Amendment or any
Loan Document to the contrary, is acknowledged and agreed that any
unenforceability of the guaranty by the Partnership Guarantor of the $2,500,000
Term Loan or the increase in the Line of Credit Loans implemented by this
Amendment shall not be an Event of Default, provided that it is acknowledged and
agreed by all parties that any such unenforceability shall not terminate,
impair, or otherwise affect in any manner any of the existing guaranty
obligations or other obligations of the Partnership Guarantor or any of the
obligations of the Company or the Corporate Guarantor.
WITNESS the due execution hereof, effective as of the 1st day of
November, 1993, which shall be the Effective Date of this Amendment.
SOUTH CHARLESTON STAMPING &
MANUFACTURING COMPANY
By: /s/ Marlan R. Smith
--------------------------------------
Its: Assistant Treasurer
--------------------------------
CHECKER MOTORS CORPORATION
By: /s/ Jay Harris
--------------------------------------
Its: Vice President
--------------------------------
CHECKER MOTORS CO., L.P.
By: CHECKERS MOTORS CORPORATION,
general partner
By: /s/ Jay Harris
--------------------------------------
Its: Vice President
--------------------------------
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NBD BANK, N.A.
By: /s/ Randy Balluff
--------------------------------------
Its: Vice President
--------------------------------
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<PAGE>
EXHIBIT B-1
$2,500,000 TERM NOTE
$2,500,000 November 1, 1993
Detroit, Michigan
FOR VALUE RECEIVED, the undersigned, SOUTH CHARLESTON STAMPING &
MANUFACTURING COMPANY a West Virginia corporation (the "Company"), hereby
unconditionally promises to pay to the order of NBD Bank, N.A. (formerly known
as National Bank of Detroit), a national banking association (the "Bank"), at
the principal banking office of the Bank in lawful money of the United States of
America and in immediately available funds, the principal sum of Two Million
Five Hundred Thousand Dollars ($2,500,000), in twenty equal consecutive
quarterly installments of $125,000 each, payable on the last day of each
January, April, July and October, commencing on January 31, 1994 and continuing
until October 31, 1998, when all principal shall be due and payable; and to pay
interest on the unpaid principal balance hereof from time to time outstanding,
in like money and funds, for the period from the date hereof until such Loan
shall be paid in full, at the rates per annum and on the dates provided in the
Credit Agreement referred to below.
The Bank is hereby authorized by the Company to note on the schedule
attached to this Note the date of the Loan, the interest rate, the amount of
each payment or prepayment of principal thereon and the other information
provided for on such schedule, which schedule shall constitute prima facie
evidence of the information so noted, PROVIDED that any failure by the Bank to
make any such notation shall not relieve the Company of its obligation to repay
the outstanding principal amount of this Note, all accrued interest hereon and
any amount payable with respect hereto in accordance with the terms of this Note
and the Credit Agreement.
The Company and each endorser or guarantor hereof waives demand,
presentment, protest, diligence, notice of dishonor and any other formality in
connection with this Note. Should the indebtedness evidenced by this Note or
any part thereof be collected in any proceeding or be placed in the hands of
attorneys for collection, the Company agrees to pay, in addition to the
principal and interest due and payable hereon, all costs of collecting this
Note, including attorneys' fees and expenses.
This Note evidences the $2,500,000 Term Loan made under a Credit and
Guaranty Agreement, dated as of August 1, 1989 as amended or modified through
the date hereof and as further amended or modified from time to time (the
"Credit Agreement"), by and among the Company, Checker Motors Corporation,
Checker Motors Co., L.P. and the Bank, to which reference is hereby made for a
statement of the circumstances under which this Note is subject to prepayment
and under which its due date may be accelerated and for a description of the
<PAGE>
collateral and security securing payment hereof. Capitalized terms used but not
defined in this Note shall have the respective meanings assigned to them in the
Credit Agreement.
SOUTH CHARLESTON STAMPING & MANUFACTURING COMPANY
By:
----------------------------------------------
Its:
----------------------------------------
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<PAGE>
Schedule to $2,500,000 Term Note, dated
November 1, 1993, made by
South Charleston Stamping & Manufacturing Company
in favor of NBD Bank, N.A.
Principal
Principal Amount Principal
Date Loan Amount of Interest Paid, or Balance Notation
Made Loan Rate Prepaid Outstanding Made by
- --------- --------- -------- --------- ----------- --------
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<PAGE>
EXHIBIT C
LINE OF CREDIT NOTE
$7,500,000 November 1, 1993
Detroit, Michigan
FOR VALUE RECEIVED, the undersigned, SOUTH CHARLESTON STAMPING &
MANUFACTURING COMPANY, a West Virginia corporation (the "Company"), hereby
unconditionally promises to pay to the order of NBD BANK, N.A., a national bank-
ing association (the "Bank"), at the principal banking office of the Bank in
lawful money of the United States of America and in immediately available funds,
the principal sum of Seven Million Five Hundred Thousand Dollars ($7,500,000),
or such lesser amount as is noted on the schedule attached hereto, on the Expiry
Date for Line of Credit; and to pay interest on the unpaid principal balance
hereof from time to time outstanding, in like money and funds, for the period
from the date hereof until the Loans evidenced hereby shall be paid in full, at
the rates per annum and on the dates provided in the Credit Agreement referred
to below.
The Bank is hereby authorized by the Company to note on the schedule
attached to this Note the date and amount of each Loan, the amount of each
payment or prepayment of principal thereon and other information provided for on
such schedule, which schedule shall constitute prima facie evidence of the
information so noted, PROVIDED that any failure by the Bank to make any such
notation shall not relieve the Company of its obligation to repay the outstand-
ing principal amount of this Note, all accrued interest hereon and any amount
payable with respect hereto in accordance with the terms of this Note and the
Credit Agreement.
The Company and each endorser or guarantor hereof waives presentment,
protest, diligence, notice of dishonor and, with respect to any principal and
interest due hereon and outstanding on the Expiry Date for Line of Credit,
demand, and any other formality in connection with this Note. Should the
indebtedness evidenced by this Note or any part thereof be collected in any
proceeding or be placed in the hands of attorneys for collection, the Company
agrees to pay, in addition to the principal and interest due and payable hereon,
all costs of collecting this Note, including attorneys' fees and expenses.
This Note evidences one or more Loans made under a Credit and Guaranty
Agreement, dated as of August 1, 1989, by and among the Company, Checker Motors
Corporation, a New Jersey corporation, Checker Motors Co., L.P., a Delaware
limited partnership, and the Bank, as amended or modified through the date
hereof and as further amended or modified from time to time (the "Credit
Agreement"), to which reference is hereby made for a statement of the
circumstances under which this Note is subject to prepayment and under which its
<PAGE>
due date applicable in the absence of demand may be accelerated and for a
description of the collateral and security securing payment hereof. Capitalized
terms used but not defined in this Note shall have the respective meanings
assigned to them in the Credit Agreement. This Note is issued in exchange and
replacement for a Demand Note dated January 2, 1991 in the face amount of
$5,000,000 (the "Previous Note"), and evidences the same indebtedness and other
liabilities evidenced by the Previous Note and shall not be deemed a novation or
to have satisfied the Previous Note, and shall be secured in the same priority
by, among other collateral, the collateral securing the Previous Note.
SOUTH CHARLESTON STAMPING & MANUFACTURING COMPANY
By:
---------------------------------------------
Its:
---------------------------------------
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<PAGE>
Schedule to Line of Credit Note, dated
November 1, 1993, made by South Charleston Stamping & Manufacturing Company
in favor of NBD Bank, N.A.
Principal Principal Principal
Date Loan Amount of Interest Amount Paid Balance Notation
Made Loan Rate or Pre-paid Outstanding Made by
- --------- --------- -------- ----------- ----------- --------
<PAGE>
TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Tenth Amendment to Loan and Security Agreement, dated
as of November 29, 1993 ("Tenth Amendment"), amends in certain
respects the terms of a certain Loan and Security Agreement,
dated as of March 21, 1990, by and between and among Great Dane
Trailers, Inc., a Georgia corporation, Great Dane Trailers
Nebraska, Inc., a Nebraska corporation and Great Dane Trailers
Tennessee, Inc., a Tennessee corporation (each of the foregoing
individually, a "Borrower" and collectively, "Borrower") the
Lenders from time to time parties thereto, and Security Pacific
Business Credit Inc., a Delaware corporation, as agent ("Agent"),
(the Loan and Security Agreement, as amended, modified, and
supplemented prior to the date hereof being hereinafter referred
to as "Loan Agreement").
WITNESSETH
WHEREAS, Great Dane Trailers Indiana, Inc., an Indiana
corporation was merged into Great Dane Trailers, Inc. on April 3,
1990;
WHEREAS, Great Dane Trailers, Inc. has acquired and now owns
all of the issued and outstanding voting stock of Great Dane Los
Angeles, Inc. ("GDTLA") and desires that GDTLA become a co-
borrower under the Loan Agreement;
WHEREAS, Borrowers have requested that the Lenders agree to
amend the provisions of the Loan Agreement to provide for an
increase in the Term Loan Commitment and to permit a portion of
the Revolving Credit Commitment to be used for banker's
acceptances, and to amend the Loan Agreement in certain respects;
WHEREAS, the Lenders are willing to make such amendments on
the condition that certain other amendments be made to the Loan
Agreement, and otherwise on the terms and conditions herein set
forth.
NOW, THEREFORE, in consideration of the mutual conditions
and agreements set forth in this Tenth Amendment, and for good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, each of Borrower, GDTLA, the Agent, and
the Lenders hereby agrees as follows.
SECTION 1. DEFINED TERMS. For purposes of this Tenth
Amendment, "AMENDMENT DOCUMENTS" means all documents executed by
the parties to this Tenth Amendment in connection with the
execution of this Tenth Amendment, including all agreements,
certificates, instruments, amendments, and other related
documents.
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<PAGE>
Terms capitalized herein and not otherwise defined herein shall
have the respective meanings ascribed to them in the Loan
Agreement.
SECTION 2. AMENDMENT OF SECTION 1.1
2.1 Section 1.1 of the Loan Agreement is amended by adding
the following definitions:
"'BORROWERS' means, collectively, Great Dane Trailers,
Inc., a Georgia corporation; Great Dane Trailers
Nebraska, Inc., a Nebraska corporation; Great Dane
Trailers Tennessee, Inc., a Tennessee corporation; and
Great Dane Los Angeles, Inc., a Georgia corporation,
and `BORROWER' means each of the foregoing,
individually.
'CAPITAL EXPENDITURE LOAN COMMITMENT' means, with
respect to each Lender, the amount set forth beside
such Lender's name under the heading Capital
Expenditure Loan Commitment on the signature pages of
this Agreement or, after an assignment pursuant to
SECTION 14.3, shown for such Lender in the Register,
and 'Capital Expenditure Loan Commitments' shall,
collectively, mean the aggregate amount of the Capital
Expenditure Loan Commitments of all the Lenders, the
maximum amount of which shall not exceed $2,800,000.
'CAPITAL EXPENDITURE TERM NOTE' has the meaning
specified in Section 2.5.
'CAPITAL EXPENDITURE TERM LOAN' has the meaning
specified in Section 2.5.
'GDTLA' means Great Dane Los Angeles, Inc., a Georgia
corporation.
'QUALIFIED CAPITAL EXPENDITURE' means the lesser of (i)
the amount of the Lenders' advance under the Capital
Expenditure Loan Commitment and (ii) a Capital
Expenditure, less taxes, freight, and capitalized
interest attributable thereto and such other exclusions
as Lenders may reasonably consider not to comprise
Capital Expenditures, made for the purpose of acquiring
and installing two new presses to be used in the
manufacture of truck trailers, containers, and related
products, one press to be installed at GDTN's Premises
located in Wayne, Nebraska, and the second to be
installed at GDT's Premises located in Brazil,
Indiana."
2.2 The definition of Adjusted Net Earnings from Operations
set forth in Section 1.1 of the Loan Agreement is amended by
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<PAGE>
deleting at the end of the definition the words "determined in
accordance with GAAP; and (h) LIFO reserve changes." and
inserting in lieu thereof the following "determined in accordance
with GAAP; (h) LIFO reserve changes; and (i) the $27,128,000
effect of the accounting change in 1993."
2.3 The definition of "L/C SUBFACILITY" set forth in
Section 1.1 of the Loan Agreement is amended by deleting such
definition and inserting in lieu thereof the following:
"`L/C SUBFACILITY' means that portion of the Aggregate
Maximum Revolver Amount available for the issuance of
Letters of Credit, other than banker's acceptances, in
an aggregate amount not to exceed $20,000,000, and for
the issuance of banker's acceptances in an aggregate
amount not to exceed $10,000,000."
2.4 The definition of "LETTER OF CREDIT" set forth in
Section 1.1 of the Loan Agreement is amended by deleting such
definition and inserting in lieu thereof the following:
"'LETTER OF CREDIT' means a standby letter of credit, a
merchandise letter of credit, and a banker's acceptance
issued in connection with a letter of credit issued or
caused to be issued for the account of a Borrower
pursuant to Article 3."
2.5 The definition of "BORROWER PLEDGE AGREEMENT" set forth
in Section 1.1 of the Loan Agreement is amended by deleting such
definition and inserting in lieu thereof the following:
"'BORROWER PLEDGE AGREEMENT' means the Pledge
Agreement dated as of the Closing Date, in form and
substance satisfactory to the Lenders, executed and
delivered by GDT, pursuant to which (i) all of the
issued and outstanding capital stock of GDTLA, GDTN,
and GDTT shall be pledged to the Agent for the benefit
of the Secured Creditors as additional security for the
Obligations, and (ii) certain promissory notes payable
to GDT shall be pledged to the Agent for the benefit of
the Secured Creditors as additional security for the
Obligations."
2.6 The definitions of "COMMITMENT" and "COMMITMENTS" set
forth in Section 1.1 of the Loan Agreement are amended by
deleting such definitions and inserting in lieu thereof the
following:
"`COMMITMENT' means, at any time with respect to a
Lender, such Lender's Term Loan Commitment, Revolving
Credit Commitment, and Capital Expenditure Loan
Commitment and `COMMITMENTS' means, collectively, the
-3-
<PAGE>
Term Loan Commitments, Capital Expenditure Loan
Commitments, and Revolving Credit Commitments of all of
the Lenders, the maximum amount of which shall not
exceed $90,400,000."
2.7 The definition of "LOAN" set forth in Section 1.1 of
the Loan Agreement is amended by deleting such definition and
inserting in lieu thereof the following:
"`LOAN' means a Term Loan, a Revolving Loan (including
an SP Revolving Loan), or the Capital Expenditure Term
Loan."
2.8 The definition of "MAXIMUM REVOLVER AMOUNT" set forth
in Section 1.1 of the Loan Agreement is amended by deleting part
(a)(ii)(C)(1) of such definition and inserting in lieu thereof
the following:
"(1) $30,000,000 or (w) if such Borrower is GDT,
$25,000,000, or (x) if such Borrower is GDTN,
$3,000,000, or (y) if such Borrower is GDTT,
$2,000,000, or (z) if such Borrower is GDTLA,
$2,000,000 or"
2.9 Section 2 of the Loan Agreement is amended by the
addition of a new paragraph number 2.5, which shall read in its
entirety as follows:
"2.5 CAPITAL EXPENDITURE TERM LOANS.
(a) AMOUNT OF CAPITAL EXPENDITURE TERM LOANS.
Upon the request of GDTN relating to the press to be
installed in Wayne, Nebraska, and of GDT relating to
the press to be installed in Brazil, Indiana, , each
Lender severally agrees to make available to GDT and
GDTN from time to time capital expenditure advances in
an amount equal to such Lender's Pro Rata Share of
$2,800,000 or such lesser amount requested (the
`CAPITAL EXPENDITURE TERM LOAN') for the purpose of
funding Qualified Capital Expenditures in accordance
with the procedures specified in this section. Funds
paid to the Lenders in repayment of a Capital
Expenditure Term Loan, when repaid or prepaid, whether
by voluntary or mandatory prepayment or otherwise, may
not be reborrowed. Each capital expenditures advance
shall only be against Qualified Capital Expenditures
and shall be in a minimum amount of $100,000. Each
capital expenditure advance shall not exceed, when
added to all amounts previously advanced under the
Capital Expenditure Term Loan, an amount equal to the
lesser of:
-4-
<PAGE>
(i) $2,800,000; or
(ii) an amount equal to the actual, out-of-
pocket cost of Qualified Capital Expenditures.
(b) NOTICE OF BORROWING. (i) When GDT and GDTN
desire to borrow under Section 2.5, GDT and GDTN, as
appropriate, shall deliver to Agent a Notice of
Borrowing signed by an authorized officer of GDT or
GDTN no later than 11:00 a.m. (New York time) at least
one (1) Business Day in advance of each capital
expenditure advance. The Notice of Borrowing shall (1)
be in writing and shall be submitted, together with a
schedule and copies of invoices for such purchases and
any other documents required by Agent to support the
request, (2) specify the requested funding date of the
capital expenditure advance, and (3) shall specify the
amount of the requested capital expenditure advance.
(ii) Any Notice of Borrowing made pursuant to
this Section 2.5(b) shall be irrevocable.
(c) MAKING OF CAPITAL EXPENDITURE ADVANCES.
Promptly after receipt of a Notice of Borrowing under
Section 2.5(b), the Agent shall notify each Lender by
telex, telecopy, telegram, telephone, or other similar
means of transmission, of the proposed Borrowing. Each
Lender shall make the amount of such Lender's capital
expenditure advance available to the Agent as the Agent
may designate, not later than 12:00 noon (New York
time) on the capital expenditure advance funding date.
After Agent's receipt of the proceeds of such loan,
upon satisfaction of the applicable conditions
precedent set forth in Article 11, the Agent shall make
the proceeds of such loan available to GDT or GDTN by
transferring same day funds equal to the proceeds of
all such loans received by the Agent to an account of
GDT and GDTN designated in writing by GDT or GDTN or as
they shall otherwise instruct in writing.
(d) CAPITAL EXPENDITURE TERM NOTES. GDT and GDTN
shall execute and deliver to the Agent for the benefit
of each Lender, prior to the first capital expenditure
advance, promissory notes (the `Capital Expenditure
Term Notes') substantially in the form attached hereto
as Exhibit 2.5, to evidence such Lender's Capital
Expenditure Term Loan, in an original principal amount
equal to such Lender's Pro Rata Share of the $2,800,000
and with other appropriate insertions. Advances under
the Capital Expenditure Term Loan (the `capital
expenditure advance(s)') will be separately noted on
and evidenced
-5-
<PAGE>
by, repayable in accordance with, and subject to the
terms, conditions, and limitations of, the Capital
Expenditure Term Notes. Each of the Capital
Expenditure Term Notes delivered to the Agent for the
benefit of each Lender shall be dated as of the date on
or prior to the first advance thereunder, and each
advance thereunder shall be payable in 36 equal monthly
installments of principal, with the first such
installment being due and payable on the first day of
the first month immediately following the month in
which the advance is made, and all other payments
thereof shall be due and payable on the first day of
each month thereafter; provided, however, the entire
unpaid balance of the Capital Expenditure Term Loan, if
not sooner due and payable by reason of the provisions
of this Agreement, shall be due and payable in full on
March 21, 1995. Each such installment shall be payable
to the Agent for the account of such Lender.
(e) NOTATION AND ENDORSEMENT. The Agent
shall record in the Register the principal amount of
the Capital Expenditure Term Loan owing to each Lender
from time to time. In addition, each Lender is
authorized, to note the date and amount of each such
payment or prepayment of principal of such Lender's
Capital Expenditure Term Loan in its books and records,
such books and records constituting rebuttably
presumptive evidence of the accuracy of the information
contained therein. Prior to the transfer to a Capital
Expenditure Term Note, the Lender shall indorse on the
note the outstanding principal balance of the Capital
Expenditure Term Loan evidenced thereby. Failure of
such Lender to make such notation or endorsement shall
not affect the obligations of the Borrower under such
Capital Expenditure Term Note or any of the other Loan
Documents."
2.10 The Loan Agreement is amended by the attachment of an
Exhibit 2.5 which shall read in accordance with such exhibit
attached hereto and incorporated herein.
2.11 Subsection 3.2(b) of the Loan Agreement is amended by
deleting such subsection and inserting in lieu thereof the
following:
"(b) (i) which has a term of longer than one
(1) calendar year or an expiration date after the
Business Day prior to the Termination Date, or (ii)
with respect to banker's acceptance which has a payment
date of more than 180 days from the date of its
issuance or which has a payment date which is after the
Business Day prior to the Termination Date, or (iii)
with respect to
-6-
<PAGE>
a merchandise letter of credit which has a tenor of not
more than 180 days from the date of its issuance."
2.12 Subsection 4.1 (a) of the Loan Agreement is amended by
deleting such subsection and inserting in lieu thereof the
following:
"4.1 INTEREST. (a) The Borrowers agree, jointly
and severally, to pay the Lenders interest on the
unpaid principal balance of the Revolving Loans, the
Term Loans, and the Capital Expenditure Term Loans at a
fluctuating per annum rate equal to one and one-half
percent (1.5%) PLUS the Reference Rate. Each change in
the Reference Rate shall be reflected in the foregoing
interest rate as of the effective date of such change.
Interest charges shall be computed on the basis of a
year of 360 days and actual days elapsed and will be
payable to the Lenders, in the case of Revolving Loans,
monthly in arrears on the first day of each month
hereafter, in the case of Term Loans, monthly in
arrears on the first day of each month after the Term
Funding, in the case of Capital Expenditures Term
Loans, monthly in arrears on the first day of each
month after the initial funding of the Capital
Expenditures Term Loan, and, in each case, as otherwise
provided herein."
2.13 AMENDMENT OF SECTION 4.4. The Letter of Credit Fees
imposed under Section 4.4 of the Loan Agreement shall apply to
all Letters of Credit, other than banker's acceptances.
2.14 AMENDMENT OF ARTICLE 4. Article 4 of the Loan
Agreement is amended by the addition of a new section, Section
4.4A, which shall read in its entirety as follows:
"4.4A ACCEPTANCE FEES. In connection with the
establishment of the subfacility for banker's
acceptances, the Borrowers jointly and severally agree
to pay to the Agent monthly, for the ratable benefit of
the Lenders, for each banker's acceptance, a fee
("Acceptance Fee"), equal to (a) two and one-half
percent (2.50 %) per annum of the undrawn face amount
of each banker's acceptance created pursuant to this
Agreement and all associated charges incurred by
Lenders in connection therewith. All Acceptance Fees
which have accrued in each month shall be charged to
the Loan at the end of each month. The Acceptance Fee
shall be computed on the basis of a 360-day year for
the actual number of days elapsed."
-7-
<PAGE>
2.15 AMENDMENT OF SECTION 4.7. Section 4.7 of the Loan
Agreement is amended by deleting such section and inserting in
lieu thereof the following:
"4.7 FEES NOT INTEREST; FULLY EARNED. All fees
are for compensation for services and are not, and
shall not be deemed to be, interest or a charge for the
use of money. The fees provided for in Sections 4.3,
4.4, 4.4A, and 4.5 shall be fully earned when due and
payable, and no such fee shall be refundable or
rebatable by reason of any prepayment, acceleration
upon an Event of Default or any other circumstance."
2.16 AMENDMENT OF SECTION 8.2(D). Section 8.2(d) is amended
by inserting the words "or his designee" following the words
'chief financial officer."
2.17 AMENDMENT OF ARTICLE 10. Article 10 of the Loan
Agreement is amended by the addition of a new Section, number
10.7A, which shall read in its entirety as follows:
"10.7A. ENVIRONMENTAL QUESTIONNAIRE AND TESTING.
By no later than December 31, 1993, the Borrowers shall
deliver to the Agent a completed environmental
questionnaire and disclosure statement (which shall be
on a form provided by the Agent) for each of the
Premises."
2.18 AMENDMENT OF SUBSECTION 10.15A(G)(I)(C). Part
10.15A(g)(i)(C) of the Loan Agreement is amended by deleting such
part and inserting in lieu thereof the following:
"(C) the aggregate amount of (1) all Intercompany
Loans made during Fiscal Year 1993, is less than or
equal to the following amounts on or after the
following dates:
<TABLE>
<CAPTION>
Aggregate Amount of Intercompany
Loans in Fiscal Year 1993 Dates in 1993
------------------------- -------------
<S> <C>
$ 1,000,000 January 1
$ 2,000,000 February 1
$ 4,000,000 March 1
$ 5,000,000 May 1
$ 6,000,000 June 1
$ 7,000,000 July 1
$ 8,000,000 August 1
$ 9,000,000 September 1
$10,000,000 October 1
$11,000,000 November 1
$16,000,000 December 1"
</TABLE>
-8-
<PAGE>
2.19 The negative number (500) as shown as the "Required
Minimum Cumulative Amount" for December, 1993, and Year 1993, in
Exhibit B to the Eighth Amendment to Loan and Security Agreement,
is amended by deleting such number and inserting in lieu thereof
the number zero.
2.20 AMENDMENT OF SECTION 10.12. Section 10.12(d) is
amended by deleting such subsection and inserting in lieu thereof
the following:
"(d) Guaranties by GDT of the trade accounts
payable of its Subsidiaries and its dealers; PROVIDED,
HOWEVER, that the aggregate liability of GDT under all
such guaranties permitted by this clause (d) shall not
exceed $500,000 at any one time outstanding."
2.21 AMENDMENT OF SECTION 10.22. Qualified Capital
Expenditures shall not be considered Capital Expenditures for
purposes of Section 10.22 of the Loan Agreement, and shall be
excluded from the "purchase of fixed assets" amount listed on the
statement of cash flows included as part of Exhibit B attached to
the Eighth Amendment to Loan and Security Agreement dated March
21, 1990, which is utilized to compute the amount of Intercompany
Loans; provided, however, payments of principal and interest in
connection with such Qualified Capital Expenditures shall be
included.
2.22 AMENDMENT OF SECTION 10.26. Section 10.26 of the Loan
Agreement is amended by deleting such section and inserting in
lieu thereof the following:
"10.26 CURRENT RATIO. The Borrowers will not permit
the ratio of (a) Current Assets less cash to (b)
Current Liabilities less (i) current maturities of
long-term Debt and (ii) federal income taxes payable,
to be less than (a) 1.50 to 1.00 at the end of any
fiscal quarter, ending with the fiscal quarter ending
on June 30, 1993, and (b) 1.40 to 1.00 at the end of
any fiscal quarter thereafter."
2.23 AMENDMENT OF SECTION 10.27. Section 10.27 of the Loan
Agreement is amended by deleting the amounts "97,000,000,"
"98,000,000," "99,000,000," "100,000,000," and "101,000,000" and
inserting in lieu thereof the amounts "69,872,000," "70,872,000,"
"71,872,000," "72,872,000," and "73,872,000," respectively.
2.24 AMENDMENT OF SIGNATURE PAGES. The signature page of
the Loan Agreement is amended by inserting next to each Lender
the following:
-9-
<PAGE>
<TABLE>
<CAPTION>
Capital Expenditure
Lender Loan Commitment
------ ---------------
<S> <C>
Security Pacific
Business Credit Inc. $1,363,600
Sanwa Business
Credit Corporation $ 420,000
NationsBank of
Georgia, N. A. $1,016,400
</TABLE>
SECTION 3.
3.1 CONDITIONS TO EFFECTIVENESS. This Tenth Amendment
shall be effective as of the date first written above upon
satisfaction of the following conditions precedent in a manner
satisfactory to the Agent:
(a) In connection with the increase in the Commitments
and the creation of a banker's acceptance subfacility and to
compensate the Lenders for costs and expenses (other than
expenses for which the Borrowers will otherwise reimburse the
Agent or the Lenders), the Agent shall have received a fee of
$75,000 for the benefit of the Lenders;
(b) The Agent shall have received counterparts of this
Tenth Amendment executed by the Borrowers and the Lenders;
(c) The Agent shall have received First Amendment to
Pledge Agreement executed by GDT;
(d) The Agent shall have received a borrowing
resolution from GDTLA in form and content satisfactory to the
Agent;
(e) The Agent shall have received a certificate dated
as of the date hereof and signed by the president or a vice
president and the treasurer or comptroller of each of the
Borrowers certifying that the representations and warranties
contained in the Loan Agreement are true and correct as of the
date hereof and that no Default or Event of Default has occurred
and is continuing as of the date hereof, or would result from
giving effect to this Tenth Amendment;
(f) The Agent shall have received an opinion of
Hunter, Maclean, Exley & Dunn, P.C., counsel to the Borrowers
(including GDTLA) in form and substance satisfactory to counsel
for the Agent;
-10-
<PAGE>
(g) All proceedings taken in connection with the
execution of this Tenth Amendment and all documents and papers
related thereto shall be satisfactory to the Lenders; and
(h) The Agent shall have received UCC-1 financing
statements, in proper form, for filing with the California
Secretary of State and with the Clerk of Chatham County, Georgia,
executed by GDTLA as the debtor, and referencing the Agent, on
behalf of the Lenders, as the secured party.
SECTION 4. REPRESENTATIONS AND WARRANTIES. The Borrowers
(as herein defined) hereby each represent and warrant to the
Lenders and the Agent that (i) the execution, delivery, and
performance of this Tenth Amendment by each of the Borrowers are
within their respective corporate powers, and have been duly
authorized by all necessary corporate action, (ii) no consent,
approval, authori-zation of, or declaration or filing with, any
Public Authority, and no consent of any other Person, is required
in connection with the execution, delivery and performance of
this Tenth Amendment and the Amendment Documents, (iii) this
Tenth Amendment and the Amendment Documents have been duly
executed by each of the Borrowers and constitute the legal,
valid, and binding obligation of such of the Borrower,
enforceable against them in accordance with their terms, (v) the
execution, delivery, and performance by each of the Borrowers of
this Tenth Amendment and the Amendment Documents does not and
will not conflict with, or constitute a violation or breach of,
constitute a default under, or result in the creation or
imposition of any Lien upon the property of any Borrower or any
of its Subsidiaries by reason of the terms of (a) any contract,
mortgage, Lien, lease, agreement, indenture, or instrument to
which such Borrower or such Subsidiary is a party or which is
binding upon it, (b) any Requirement of Law applicable to such
Borrower or such Subsidiary, or (c) the Certificate of Articles
of Incorporation or By-Laws of such Borrower or such Subsidiary.
GDTLA hereby accepts, adopts, and agrees to be bound by all of
the terms and conditions of the Loan Agreement. All Obligations
of GDTLA, GDT, GDTN, and GDTT under the Loan Agreement are joint
and several.
Borrower agrees to pay on demand all costs and expenses
reasonably incurred by Agent in connection with the preparation,
negotiation, and execution of this Tenth Amendment and the other
documents executed pursuant thereto and any and all subsequent
amendments, modifications, and supplements hereto or thereto,
including, without limitation, the costs and fees of Agent's
legal counsel and the allocated cost of staff counsel.
SECTION 6. REFERENCE TO AND EFFECT ON LOAN DOCUMENTS.
6.1 On and after the date hereof, each reference in the
Loan Agreement to "this Agreement", "hereunder", "hereof",
"herein", or
-11-
<PAGE>
words of like import, and each reference in the other Loan
Documents to the Loan Agreement, shall mean and be a reference to
the Loan Agreement as amended hereby.
6.2 Except as expressly amended above, all of the terms of
the Loan Agreement shall remain unchanged and in full force and
effect.
6.3 The execution, delivery, and effectiveness of this
Tenth Amendment shall not operate as a waiver of any right,
power, or remedy of any Lender or the Agent under the Loan
Agreement or any of the other Loan Documents, nor constitute a
waiver of any provision of the Loan Agreement or any of the other
Loan Documents.
SECTION 7. EXECUTION IN COUNTERPARTS. This Tenth Amendment
may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so
executed and delivered shall constitute one and the same
instrument.
SECTION 8. GOVERNING LAW. This Tenth Amendment shall be
governed by, shall be construed under, and enforced in accordance
with the laws of the state of New York.
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<PAGE>
SECTION 9. HEADINGS. Section headings in this Tenth
Amendment are included for convenience of reference only and
shall not constitute a part of this Tenth Amendment or be given
any substantive effect.
IN WITNESS WHEREOF, the parties have executed this Tenth
Amendment as of the date first written above.
"BORROWERS"
Great Dane Trailers, Inc., Great Dane Trailer Nebraska,
a Georgia corporation Inc., a Nebraska corporation
by /s/ Thomas W. Horan by /s/ Thomas W. Horan
------------------------------ -----------------------
Thomas W. Horan, Thomas W. Horan,
Chief Financial Officer Chief Financial Officer
Great Dane Trailers Great Dane Los Angeles,, Inc.,
Tennessee, Inc., a Tennessee a Georgia corporation
corporation
by /s/ Thomas W. Horan by /s/ Thomas W. Horan
------------------------------ -----------------------
Thomas W. Horan, Thomas W. Horan,
Chief Financial Officer Chief Financial Officer
"LENDERS"
Security Pacific Business Credit NationsBank of Georgia, N.A.
Inc., a Delaware corporation
by /s/ Ira Mermelstein by /s/ Robert B. H. Moore
------------------------------ -----------------------
Ira Mermelstein, Robert B. H. Moore,
Vice President Senior Vice President
Sanwa Business Credit Corporation
by /s/ John J. McKenna
------------------------------
John J. McKenna, Vice President
"AGENT"
Security Pacific Business Credit
Inc., a Delaware corporation
by /s/ Ira Mermelstein
------------------------------
Ira Mermelstein, Vice President
-13-
<PAGE>
EXHIBIT 2.5 TO TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
CAPITAL EXPENDITURE TERM NOTE
$_____________________ ______________, 19___
FOR VALUE RECEIVED, Great Dane Trailers, Inc., a Georgia
corporation; and Great Dane Trailers Nebraska, Inc., a Nebraska
corporation (individually and collectively "the Borrower"),
HEREBY JOINTLY AND SEVERALLY UNCONDITIONALLY PROMISE TO PAY to
the order of ___________________, a ____________ corporation
("the Lender"), the principal sum of _________________
($________________), or so much as may be advanced and
outstanding hereunder, together with interest on the unpaid
principal balance hereof at the rate provided below from the date
such principal is advanced until payment in full thereof.
Unless otherwise required to be paid sooner pursuant to the
provisions of Section or 13.1 of the Loan Agreement, the
principal amount of each capital expenditure advance evidenced by
this Note shall be payable in consecutive monthly installments
each in an amount equal to one thirty-sixth (1/36th) of each
advance, commencing on the first day of the first calendar month
following the date of such advance and continuing on the first
day of each successive calendar month thereafter, provided,
however, the entire, unpaid balance of the Capital Expenditure
Term Loan, if not sooner paid, shall be due and payable in full
on March 21, 1995. Accrued interest on the aggregate unpaid
balance of all capital expenditure advances hereunder shall be
due and payable monthly on the first day of each calendar month
commencing on the first day of the month following the date of
the first capital expenditure advance, and continuing on the
first day of each month thereafter, and at maturity. All past
due interest shall bear interest from the date due and payable at
the rate of interest herein specified.
This Capital Expenditure Term Note ("Note") is issued
pursuant to, and is entitled to the benefits of a certain Loan
and Security Agreement (the Loan and Security Agreement, as
amended, modified, and supplemented prior to the date hereof
being hereinafter referred to as "Loan Agreement"), dated as of
March 21, 1990, by and between the Borrower, Great Dane Trailers
Los Angeles, Inc., Great Dane Trailers Tennessee, Inc., the
financial institutions named therein as lenders (collectively
"the Lenders"), and Security Pacific Business Credit Inc., as
agent for the Lenders (in such capacity, the "Agent").
The unpaid principal amount hereof from time to time
outstanding shall bear interest from the date hereof (calculated
on the basis of a year of 360 days and the actual days elapsed)
at a fluctuating per annum rate ("Annual Rate") equal to the
Reference
-1-
<PAGE>
Rate, PLUS one and one-half percent (1.5%); PROVIDED, HOWEVER,
that if any Default or Event of Default occurs, Lenders may elect
to charge interest under this Note at the Default Rate. Any
change in the Annual Rate shall become effective immediately,
without notice or demand of any kind, upon the announcement of
any change in the Reference Rate.
All payments of principal and interest in respect of this
Note shall be made to the Agent at such account and place in New
York, New York, as the Agent may from time to time designate in
writing to Borrower or at such other location as the Agent may
from time to time designate in writing to Borrower, in lawful
currency of the United States in same day funds.
This Note may be repaid at the option of Borrower as
provided in Section 5.4 of the Loan Agreement and must be prepaid
as provided in Section 5.5 of the Loan Agreement.
If less than the full amount of principal and accrued
interest is prepaid, the amount paid shall be applied first to
any applicable prepayment premium and then in the following order
of priority: (a) first on all accrued, unpaid interest herein,
and (b) second on principal installments hereunder, including the
final payment, in the inverse order of their maturity.
Upon the occurrence of any one or more of certain Events of
Default, the unpaid balance of the principal amount of this Note
may become, and upon the occurrence and continuance of any one or
more of certain other Events of Default, such unpaid balance may
be declared to be, due and payable in the manner, upon the
conditions, and with the effect provided in the Loan Agreement.
THE LOAN AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
No reference herein to the Loan Agreement and no provision
of this Note, the Loan Agreement or any of the other Loan
Documents shall alter or impair the obligation of Borrower, which
is absolute and unconditional, to pay the principal of and
interest on this Note at the place, at the respective times, and
in the currency herein prescribed.
Borrower promises to pay all costs and expenses, including
reasonable attorneys' fees and disbursements, incurred in the
collection and enforcement of this Note or any appeal of a
judgment rendered thereon, all in accordance with the provisions
of the Loan Agreement. Borrower hereby waives diligence,
presentment, protest, demand, and notice of every kind except as
required pursuant to the
-2-
<PAGE>
Loan Agreement and waives, to the fullest extent permitted by
law, the right to plead any statute of limitations as a defense
to any demands hereunder.
IN WITNESS WHEREOF, Borrower has caused this Note to be
executed and delivered by its duly authorized officer, as of the
day and year and at the place first above written.
"BORROWER"
Great Dane Trailers, Inc., Great Dane Trailer Nebraska,
a Georgia corporation Inc., a Nebraska corporation
by by
------------------------------ -----------------------
Thomas W. Horan, Thomas W. Horan,
Chief Financial Officer Chief Financial Officer
-3-
<PAGE>
Draw Schedule Attached to Capital Expenditure Term Note, dated
____________, 19___, of Borrower Payable to the Order of Security
Pacific Business Credit Inc.
- -----------------------------------------------------------------
LOAN AND PRINCIPAL BALANCES
- -----------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
Loan Balance Undisbursed
Available Amount of Principal Notation
Date for Advance Advances Made Balance Made by
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------
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</TABLE>
-1-
<PAGE>
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this "Agreement"), dated as of January 1, 1994
between INTERNATIONAL CONTROLS CORP., a New Jersey corporation, having its
principal place of business at 2016 North Pitcher Street, Kalamazoo, Michigan
49007 ("ICC") and DAVID R. MARKIN, residing at 70 Blossom Way, Palm Beach,
Florida 33480 ("Markin").
W I T N E S S E T H:
WHEREAS, Markin is now and has been employed by ICC as President and
Chief Executive Officer since January 11, 1989; and
WHEREAS, ICC wishes to continue to employ Markin as President and
Chief Executive Officer of ICC and Markin is willing to continue his employment
by ICC in such capacities;
WHEREAS, it is desirable to set forth in writing all of the terms and
conditions of said Employment Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. ICC agrees to employ Markin, and Markin agrees to be employed by
ICC, as President and Chief Executive Officer by ICC, for a term which commenced
on January 11, 1989 and expires on March 31, 1996 (the "Termination Date"). On
April 1, 1994 and on the first day of each month thereafter, the Termination
Date
<PAGE>
shall be automatically extended for an additional month until either party gives
the other notice of its or his desire to terminate the Employment Agreement as
of the Termination Date then in effect.
2. Markin shall serve ICC as President and Chief Executive Officer,
and Markin shall have the right to perform the duties of his employment
hereunder and to have his office and headquarters in Michigan or Florida, at his
option, all subject to the reasonable direction of the Board of Directors of
ICC.
3. During the term of this Agreement, Markin shall receive as cash
compensation (exclusive of any profit sharing or pension or other fringe benefit
to which he now may be entitled or which he may receive) the amount of $600,000
per annum. Markin shall be eligible to receive any future profit sharing or
pension or other bonus compensation approved by the Board of Directors of ICC
and implemented by ICC. When deemed appropriate by the Board of Directors of
ICC, the Board shall review Markin's rate of compensation and fringe benefits
taking into account, without limiting the generality of the review, any
increases in the cost of living, compensation paid by competing companies
comparable to ICC to executives of similar rank and the results of operations of
ICC during the preceding years.
4. Markin's employment under this Agreement shall terminate upon his
death or disability and may be terminated for
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cause, in any one of which events Markin shall have no further rights and ICC
shall have no further obligations under this Agreement, except as set forth in
Paragraphs 5 and 14 herein. For purposes of this Paragraph 4, the term "cause"
shall mean gross misconduct or dishonesty and the term "disability" shall mean a
physical or mental condition which, in the reasonable opinion of the Board of
Directors of ICC, shall have prevented Markin from performing his customary
duties at his customary standard for a period of at least six consecutive months
and which can reasonably be expected to continue indefinitely.
5. The death of Markin shall forthwith terminate this Agreement. In
such event, ICC shall pay the Estate of Markin the compensation which would
otherwise be payable to Markin for the period ending on the last day of the
month in which death occurs. In addition, ICC shall pay deferred compensation
from the date of Markin's death through the Termination Date in an annual amount
equal to one-third of Markin's base salary at the date of his death. Such
deferred compensation shall be payable in bi-monthly installments on the 15th
and last day of each month and in accordance with the terms of the Last Will and
Testament of David R. Markin, or if no such Last Will and Testament exists upon
the death of Markin, to the Estate of Markin.
6. Markin shall be entitled to a paid vacation of six weeks per year
and to accountable allowances, charges and reimbursements like those now
prevailing at ICC to cover
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entertainment, travel and other expenses incurred in connection with the
business of ICC.
7. Markin shall devote his best efforts and substantially all his
business time to his employment hereunder. During the term of his employment
pursuant to this Agreement, Markin shall not become an officer, director or
employee or act in an advisory or other capacity for any individual, firm, or
corporation or other person not affiliated with ICC which is engaged in any
business which is being conducted in the same geographic area and which is the
same or substantially similar to the business then being conducted by ICC or any
of its divisions, subsidiaries or affiliated companies, or have any interest as
owner, partner, stockholder or other proprietary interest in such business, but
this provision shall not prohibit Markin from purchasing in the public market
not more then 5% of the outstanding stock or other class of securities of any
such corporation if such stock or other securities are listed on a national
securities exchange or are regularly quoted in the over-the-counter market.
8. Neither this Agreement nor the rights of Markin hereunder shall
be assignable or otherwise transferable by Markin except as expressly provided
herein, without the prior written consent of ICC, and any purported assignment
or other transfer by Markin of this Agreement or such rights, whether
voluntarily or involuntarily, except as expressly provided herein, shall not
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vest in the purported assignee or transferee any interest or right herein
whatsoever and any such purported assignment shall be void.
9. Neither this Agreement nor any provision hereof can be changed,
modified, amended, discharged, terminated or waived orally or by any course or
purported course of dealing, but only by an agreement signed by ICC and Markin.
No such agreement in writing shall extend to or affect any provision of this
Agreement not expressly changed, modified, amended, discharged, terminated or
waived or impair any right consequent on such a provision. The waiver or
failure to enforce any provision of this Agreement shall not be deemed to be a
waiver or acquiescence in any other breach thereof.
10. Every notice relating to or required by this Agreement shall be
in writing and shall be given in person or by registered mail return receipt
requested. All notices to ICC and Marking shall be addressed to their
respective addresses shown in this Agreement. Either party may designate a
different address to which notices shall be addressed by giving the other party
due notice hereunder of such different address. Any notice given by ICC to
Markin at his last designated address shall be effective to bind any other
person who may acquire rights hereunder.
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11. This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida without giving effect to conflict of laws.
12. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by arbitration in Florida
before three arbitrators in accordance with the Rules of the American
Arbitration Association, and judgment upon the award rendered by the arbitrators
may be entered in any court having jurisdiction thereto.
13. The covenants, agreements, representation and warranties
contained in or made pursuant to this Agreement shall survive Markin's
termination of employment.
14. In the event that this Agreement is terminated by either ICC or
Markin for any reason (including without limitation, retirement by Markin) other
than "cause" or "disability", as defined in Paragraph 4 hereinabove, or death,
then Markin shall continue to service as a consultant to ICC for a period of
five years from the date of such termination and ICC shall pay to Markin $50,000
per annum for such services as may be reasonably requested plus actual traveling
and other expenses incurred by him in performing such services. In performing
such services, Marking may be required to devote the equivalent of up to one day
per week to the business of ICC and shall not be
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required to render such services except at the offices of ICC in Michigan or
Florida. Markin may terminate this arrangement at any time upon 60 days notice
to ICC.
To the extent permitted by law, ICC shall indemnify and hold Markin
harmless from and against all expenses (including attorneys' fees), liabilities,
damages and amounts paid in settlement incurred by him in any threatened,
pending or completed action, suit or proceeding to which he becomes a party by
reason of any status, service, action or failure to act on his part in his
capacity as consultant hereunder or otherwise on behalf of ICC, except if such
expense, liability, damage or amount results directly from Markin's gross
negligence or willful misconduct.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
INTERNATIONAL CONTROLS CORP.
By /s/ Allan Tessler
--------------------------
Name: Allan Tessler
Title: Chairman of the Board
/s/ David R. Markin
---------------------------
David R. Markin
7
<PAGE>
EXHIBIT 10.37
GREAT DANE TRAILERS, INC.
Lathrop Avenue
P.O. Box 67
Savannah, Georgia 31402-0067
(912) 232-4471
November 4, 1991
Mr. Willard R. Hildebrand
5606 R.F.D.
Long Grove, Illinois 60047
RE: Employment Agreement
Great Dane Trailers, Inc.
Dear Mr. Hildebrand:
Great Dane Trailers, Inc., of Savannah, Georgia, offers you the position of
President and Chief Executive Officer of Great Dane Trailers, subject to the
terms and conditions previously discussed and summarized below:
POSITION: The position offered is President and Chief Executive Officer
reporting to the Executive Vice President and Chief Operating Officer of
International Controls Corp., the parent company. The position is fully
accountable for the operations of Great Dane and its subsidiaries.
SALARY: The starting base salary is $190,000 per year or $15,833.33 per month
payable in increments that are consistent with Great Dane's pay policy. Salary
reviews are to be conducted annually on January 1 of each year. Adjustments are
based on performance and in recognition of Company results and general economic
conditions.
INCENTIVE COMPENSATION: This position participates in an incentive compensation
program with a target award of 50% of the base salary or as adjusted to the
current Great Dane bonus plan.
AUTOMOBILE: An appropriate company automobile will be furnished in accordance
with Company policy including all operating, maintenance and insurance expense.
CLUB: Company policy includes the payment of $5,000 toward the initiation fee
and all club dues. While this policy seems reasonable, it is agreed that once
initiation fees in the area are reviewed, there may be justification for further
consideration.
ANNUAL PHYSICAL: An annual executive physical is provided.
<PAGE>
Mr. Willard R. Hildebrand
November 4, 1991
Page 2
VACATION: A vacation period of two weeks for the first year accelerated to the
maximum allowable by Company policy thereafter is provided.
FRINGE BENEFITS: All standard Company fringe benefits are applicable. This
will include the understanding that the effective date of insurance coverage
will be on the starting date or some other arrangement to assure that there will
be no period without coverage during the transition period between two company
plans.
RELOCATION: It is expected that efforts will be maximized to effect a rapid
sale of the Long Grove, Illinois, residence to assure that relocation is
completed in the shortest possible time and in the best interest of the Company.
Relocation financial assistance will include the following:
a) Temporary lodging and meals for you for a period not to exceed six
months from your start date.
b) Commutation costs to Long Grove approximately every two weeks until
your relocation is completed.
c) Two trips to Savannah for your spouse for house-hunting purposes.
d) Temporary living expenses for your spouse and/or family while
household goods are being relocated.
e) Real estate commissions, closing costs, etc., associated with the sale
of your residence in Long Grove.
f) A special housing allowance equal to one month's base salary upon
completion of your move to the Savannah area.
g) All relocation costs will be grossed-up for income tax purposes.
SEVERANCE:
a) In the event that the Company chooses to terminate you at anytime
during the first twelve months of your employment, you will be
entitled to severance pay equal to six months salary.
b) In the event that a sale of the Company (of at least 51% or a change
in control of the Company occurs during the first thirty-six months of
your employment, if, within 90 days after such occurrence, either
party to this agreement
<PAGE>
Mr. Willard R. Hildebrand
November 4, 1991
Page 3
chooses to terminate this arrangement, you will be compensated for
three years salary minus the amount of salary that you have received
to that date, but in no event less than six-months pay.
It is understood that your start date will be November 4, 1991. This agreement
supersedes the agreement dated October 14, 1991 between International Controls
Corp. and Willard R. Hildebrand.
The signatures shown below attest to the agreement and acceptance of the parties
concerned.
Very truly yours,
/s/ Thomas W. Horan
----------------------
Thomas W. Horan
Senior Vice President,
Finance
Agreed to this 4th day of November, 1991
/s/ Willard R. Hidebrand
------------------------
Willard R. Hildebrand
<PAGE>
SETTLEMENT AGREEMENT
--------------------
THIS SETTLEMENT AGREEMENT (this "Agreement") is entered into as of
June 21, 1994 among JOHN GARAMENDI, as Insurance Commissioner of the State of
California, solely in his capacity as conservator, rehabilitator and liquidator
(the "Rehabilitator") of Executive Life Insurance Company ("ELIC"), and the BASE
ASSETS TRUST (the "Trust"), on the one hand, and CHECKER MOTORS CO., L.P., a
Delaware limited partnership (the "Partnership"), CHECKER MOTORS CORPORATION, a
New Jersey corporation and the general partner of the Partnership ("Motors"),
CHECKER HOLDING CORP. III, a Delaware corporation ("Holding"), and INTERNATIONAL
CONTROLS CORP., a Florida corporation ("ICC"; the Partnership, Motors, Holding
and ICC being hereinafter referred to as the "Checker Entities", jointly, and
"Checker Entity", separately), on the other hand.
RECITALS
--------
WHEREAS, by order of the Superior Court for the County of Los Angeles
County (the "Court") on April 11, 1991, the Rehabilitator was appointed
conservator of ELIC; and
WHEREAS, the Checker Entities and ELIC are parties to an Amended and
Restated Partnership Agreement dated the 5th day of March, 1986, as amended on
July 28, 1989 and purportedly on June 25, 1991 (the "Partnership Agreement");
and
<PAGE>
WHEREAS, the Checker Entities have filed a claim with the Insurance
Commissioner in Michigan, as ancillary receiver of ELIC (the "Ancillary
Receiver"); and
WHEREAS, the Rehabilitator has filed a lawsuit against the Checker
Entities in the Court, in Case No. BS 006912 in which, among other things, the
Rehabilitator has challenged the enforceability of the purported June 25, 1991
amendment to the Partnership Agreement and the claim filed with the purported
Ancillary Receiver (the "Lawsuit"); and
WHEREAS, certain disputes have arisen as to the relative rights of
certain of the Checker Entities, on the one hand, and the Rehabilitator, ELIC
and the Trust, on the other hand, in the Partnership, certain of which disputes
are being litigated in the Court; and
WHEREAS, the Checker Entities, the Rehabilitator, ELIC and the Trust
desire to end the litigation and settle their disputes on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and of other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Checker Entities and the Rehabilitator and
the Trust hereby agree as follows:
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ARTICLE I
DEFINITIONS
-----------
1.1 DEFINITIONS. Capitalized terms used herein without definition
shall have the meanings ascribed thereto in the Partnership Agreement.
ARTICLE II
SALE OF INTERESTS
-----------------
2.1 INTERESTS TO BE SOLD. Subject to the terms and conditions of
this Agreement, at the closing of the transactions contemplated by this
Agreement (the "Closing"), the Rehabilitator and the Trust shall sell, assign,
transfer and deliver to Motors or another Checker Entity designated by Motors,
and Motors or such designee shall purchase from the Rehabilitator and the Trust,
the entire interest of the Rehabilitator, ELIC and the Trust in the Partnership
(including, without limitation, the Limited Partner's Capital Account, the
Excess Capital Account and their interest, if any, in the assets, the earnings
and the Profits of the Partnership, in each case past, present or future) (the
"Interest"), which shall be delivered by the Rehabilitator, ELIC and the Trust
free and clear of any liens, claims, charges or encumbrances of any nature
whatsoever, for a purchase price of $37,000,000 (the "Purchase Price").
2.2 CLOSING. The Closing will take place on the date (the "Closing
Date") immediately following, and, unless waived by the Checker Entities, is
expressly conditioned on, the
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closing of and receipt of the cash proceeds of (i) the sale by ICC of
$140,000,000 principal amount of its Senior Secured Notes due 2002 and of
125,000 Units, each Unit consisting of $1,000 of ICC's Senior Subordinated Notes
due 2004 and a warrant to purchase 4.25 shares of ICC's common stock (the
"Offerings") and (ii) the initial borrowing by ICC and its subsidiaries pursuant
to a loan agreement between ICC and NBD Bank, N.A., as Agent for certain lenders
(the "Borrowing"), providing for a term loan in the amount of $50,000,000 and a
revolving credit loan in the amount of $95,000,000. At the Closing:
(a) the Checker Entities shall deliver to the Trust the
Purchase Price by wire transfer of funds;
(b) the Rehabilitator and the Trust shall deliver to Motors an
Assignment of Partnership Interest (the "Assignment") in the form attached
hereto as Exhibit A;
(c) the Checker Entities and the Rehabilitator shall execute
the Stipulation of Dismissal (the "Stipulation") in the form attached hereto as
Exhibit B, which shall be filed promptly by the Rehabilitator;
(d) the Checker Entities shall execute and deliver to the
Rehabilitator the Withdrawal of Claim (the "Withdrawal of Claim") in the form
attached hereto as Exhibit C (which shall be filed by the Rehabilitator
immediately following the filing of the Stipulation) and, regardless of whether
such Withdrawal of Claim is filed, shall agree to take no further action to
pursue such claim; and
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<PAGE>
(e) the Checker Entities, on the one hand, and the
Rehabilitator and the Trust, on the other hand, shall each execute and deliver
to the other a Release in the form attached hereto as Exhibit D or E, as
appropriate.
2.3 FURTHER COVENANTS AND ASSURANCES. (a) After the Closing, the
Rehabilitator, the Trust and the Checker Entities shall from time to time
execute and deliver such other instruments and documents and take such other
actions as each may reasonably request to evidence and consummate the
transactions contemplated by this Agreement.
(b) At any time after the Closing, Motors may transfer all of
the assets, business and operations of the Partnership, as substantially
constituted on the date of this Agreement and as those assets or proceeds of
those assets may be constituted following replacement, retirement or
substitution in the ordinary course of business ("Partnership Assets"), to
Motors and/or one or more corporations or partnerships entirely owned and
controlled by Motors and/or its wholly-owned subsidiaries ("Partnership
Successors"); provided that such corporation(s) or partnership(s) (i) (if other
than Motors) are established solely for the purpose of owning and operating the
Partnership Assets and carrying on the Partnership business, (ii) shall not,
until the expiration of five years from the Closing Date, acquire or carry on
any business or operations of a type not currently being carried on by the
Partnership, (iii) shall maintain books and records reasonably necessary or
appropriate to enable Motors to perform its obligations under this Paragraph
2.3, and (iv) (if
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other than Motors) shall assume all obligations of Motors hereunder.
(c) Until the expiration of five years from the Closing Date
(i) without the prior written consent of the Trust, neither any of the Checker
Entities, any Motors designee that acquires all or any portion of the Interest
under this Agreement, nor any Partnership Successor or other transferee of
Partnership Assets (other than transferees in the ordinary course of business)
shall enter into, become a party to, or become liable in respect of, any
contract, agreement or undertaking with any Affiliate except in the ordinary
course of business and on terms not less favorable to such person than those
which could be obtained if such contract, agreement or undertaking were an arm's
length transaction with a person other than an Affiliate. (The foregoing,
however, shall not apply to such contracts, agreements and undertakings set
forth in Schedule I hereto, which are in effect on the date of this Agreement);
and (ii) the Checker Entities shall, and any Partnership Successor shall be
required to covenant and agree to, operate the businesses of the Partnership in
good faith and exercising reasonable business judgment.
For purposes of this clause (c), the term "Affiliate" shall
mean (A) any person controlling, controlled by or under common control with any
other person, where "control" (including "controlled by" and "under common
control with") means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such person,
whether through the ownership of voting securities or other-
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wise; or (B) any person having beneficial ownership of 5% or more of any of the
Checker Entities, any Motors designee that acquires the Interest under this
Agreement, or any Partnership Successor.
(d) (i) If a Triggering Event (as defined below) occurs
within five years of the Closing Date, Motors, at its own cost, shall promptly
calculate, in accordance with the provisions of and as if the Partnership had
continued operating under the Partnership Agreement (the "Calculation"), the
capital accounts of Motors and ELIC (A) without giving effect to dispositions of
assets contemplated by Section 2.3(b) of this Agreement, (B) as if the
Partnership had continued in accordance with the Partnership Agreement and ELIC
had remained the sole participating Limited Partner in good standing as a
Limited Partner at all relevant times (without regard to any alleged defaults
with respect thereto) and Motors the sole General Partner from the date of
inception of the Partnership until the date of the Triggering Event and,
consistent therewith, by including any and all allocations of Net Income and Net
Loss that would have been allocated to ELIC as a Limited Partner, pursuant to
the Partnership Agreement, from the inception of the Partnership to the date of
the Triggering Event, which allocations shall be added to or subtracted from
ELIC's Capital Account, as appropriate and without duplication; (C) without
increasing or decreasing ELIC's Capital Account or any distributions as a result
of the addition or withdrawal of any Partners with respect to the Partnership;
and (D) without reduction of ELIC's Capital Account for the Purchase Price. The
Rehabilitator and the Trust shall
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<PAGE>
then be entitled to a payment from the Checker Entities, each being jointly and
severally liable therefor, in addition to the payment of the Purchase Price
received on the Closing Date, equal to the positive difference between (x) the
amount of ELIC's Capital Account (as calculated under the terms of this
Agreement) on the date of the Triggering Event and (y) the future value of the
Purchase Price, calculated at 15% per annum from the Closing Date to the date of
the Triggering Event. All payments hereunder shall be made in cash only and
shall be payable to the Trust. If the consideration received by the Checker
Entities upon the consummation of a Triggering Event includes property or
securities other than cash, such property or securities shall be valued in good
faith by the board of directors of Motors at their fair market value for
purposes of determining the amount to which the Trust is entitled.
(ii) Motors or the Partnership Successor, as the case may
be, shall deliver the Calculation to the Rehabilitator and the Trust, together
with a report (the "Report") of the independent accountants of the Partnership
confirming that the Calculation complies with the provisions of the Partnership
Agreement as in effect on the date hereof, with such modification thereto as are
set forth in clause (i) above. In the event that the Rehabilitator or the Trust
notifies Motors in writing, within 30 days of its receipt of the Calculation and
the Report, that it does not agree with the Calculation, then the Rehabilitator
and/or the Trust may select an independent accountant to review the Calculation.
ICC and Motors agree to co-operate fully with
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the Trust's and the Rehabilitator's independent accountant by, among other
things, making available to such independent accountant all documents, including
books, records, financial statements and workpapers relating to the Triggering
Event, the Calculation, all assumptions used in making the Calculation and the
financial condition of the Partnership (or its successor) from the Closing Date
to the date of the Triggering Event. In the event that the Trust's and the Re-
habilitator's independent accountant's calculation of the amount due to ELIC
differs from the amount included in the Calculation by more than five percent
and the parties cannot resolve the difference within twenty-one days, then the
parties agree to resolve the dispute in the following manner. The respective
independent accountants for the Checker Entities and the Rehabilitator/Trust
shall appoint a mutually acceptable independent accountant ("Umpire"), who shall
have forty-five days to resolve the dispute, and whose decision shall be final,
binding and not appealable to any court or other forum. If the respective
independent accountants for the Checker Entities and Rehabilitator/Trust,
however, are unable to agree upon the selection of an Umpire, then the New York
office of the largest firm of independent auditors which does not provide
services to any of the parties to this Agreement shall serve as the Umpire. If
the Umpire is retained pursuant to this section, its cost shall be borne by the
party whose independent accountant was not within ten percent of the Umpire's
calculation. If both parties were within ten percent of the Umpire's calcu-
lation, then each side will bear half of the Umpire's costs. Nothing con-
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<PAGE>
tained in the foregoing shall be deemed to prevent the Checker Entities from
consummating the Triggering Event, and the acceptance by the Trust of any
payment upon consummation of a Triggering Event shall not be deemed a waiver of
its right to challenge the Calculation in the manner set forth herein.
(e) A "Triggering Event" shall refer to any or all of the
following:
(i) at any time prior to the transfer of the Partnership
Assets from the Partnership to one or more Partnership Successors pursuant to
Section 2.3(b) hereof, upon (A) a sale or other transfer of all or substantially
all of the Partnership Assets, whether in a single sale or transfer or as a
result of more than one sale or transfer that results in the aggregate in the
sale or transfer of all or substantially all of the Partnership Assets, or (B)
any transfer by ICC of any immediate or mediate ownership of any Partner,
directly or indirectly, whether as a result of a change of ownership or control,
merger, consolidation, reorganization or other change of corporate form, sale of
all or substantially all of the assets of such Partner or any other disposition
with respect to such Partner, provided that a Triggering Event shall not occur
upon any such transfer under (B) above if such transfer would have been per-
mitted by Section 8.2 of the Partnership Agreement or otherwise under the
Partnership Agreement and if the transferee expressly agrees in writing to be
bound by the terms and conditions of this Agreement; or
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(ii) at any time upon or after the transfer of the
Partnership Assets from the Partnership to one or more Partnership Successors,
upon (A) a sale of all or substantially all of the Partnership Assets by any
Partnership Successor, any of the Checker Entities or any wholly-owned
subsidiary thereof, whether in a single sale or transfer or as a result of more
than one sale or transfer that results in the aggregate in a sale or transfer of
all or substantially all of the Partnership Assets; or (B) any transfer of the
immediate or mediate ownership of any Partnership Successor, any of the Checker
Entities or any wholly-owned subsidiary thereof, directly or indirectly, whether
as a result of a change of ownership or control, merger, consolidation,
reorganization or other change of corporate form, that removes from ICC's direct
or indirect ownership all or substantially all of the Partnership Assets.
Notwithstanding the foregoing, neither the sale to the public of the securities
of ICC, any Checker Entity, or any Partnership Successor nor the sale or other
transfer by any shareholder of ICC of shares of ICC stock shall constitute a
Triggering Event.
(f) If the Closing shall not have occurred on or before
September 30, 1994, then, after such date, the Rehabilitator and the Trust shall
have the right to sell the Interest or any part thereof to any person on such
terms and conditions as the Rehabilitator and the Trust may deem appropriate in
accordance with the provisions hereof. The Rehabilitator and the Trust shall
deliver written notice to Motors not less than forty-five days prior to the
closing of the
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<PAGE>
proposed sale describing the terms and conditions thereof ("Notice of Third
Party Sale"). Motors shall have the right, by notifying the Rehabilitator and
the Trust in writing within fifteen days from the date of the Notice of Third
Party Sale, to purchase the Interest, or portion so offered, on the same terms
and conditions set forth in the Notice of Third Party Sale ("Election Notice"),
and shall thereby be contractually bound to purchase the Interest, or portion
thereof proposed to be sold, on those terms and conditions. If Motors does not
deliver the Election Notice to the Rehabilitator and the Trust or if Motors
otherwise fails to close the transactions under the Election Notice within
thirty days from the date of the Election Notice, notwithstanding anything in
this Agreement or in the Partnership Agreement to the contrary, the
Rehabilitator and the Trust shall have the right to dispose of the Interest, or
portion thereof proposed to be sold, substantially on the terms and conditions
set forth in the Notice of Third Party Sale. If for any reason any proposed
sale shall not be completed, this Agreement (including this Section) shall
continue to remain in full force and effect between the parties hereto.
(g) Notwithstanding any transfer of Partnership Assets or any
transfer of the assets, ownership or control of Motors, any Motors designee that
acquires the Interest under this Agreement, or any Partnership Successor, ICC
shall remain jointly and severally obligated under this Agreement with Motors,
any Motors designee that acquires the Interest under this Agreement,
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<PAGE>
any Partnership Successor, or any of their respective successors or assigns.
(h) The Checker Entities agree that until the Closing Date
they shall continue to make quarterly payments in the same amount as have been
made since June 1991, which payments shall not reduce the Purchase Price.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
-----------------------------
OF THE CHECKER ENTITIES
-----------------------
Each of the Checker Entities hereby represents and warrants to the
Rehabilitator and the Trust as follows:
3.1 AUTHORITY. Such Checker Entity has the corporate or
partnership power and authority to execute and deliver this Agreement and
perform its obligations hereunder.
3.2 BINDING EFFECT. This Agreement has been duly and validly
authorized, executed and delivered by such Checker Entity and constitutes the
legal, valid and binding obligation of such Checker Entity, enforceable against
such Checker Entity in accordance with its terms. Neither the execution and
delivery of this Agreement by such Checker Entity, nor the consummation by it of
the transactions contemplated hereby, nor compliance by it with any of the
provisions hereof will (i) conflict with or result in a breach of any provision
of such entity's Certificate of Incorporation or Bylaws or the Partnership
Agreement, (ii) conflict with or result in the breach of any term, condition or
provision of, or constitute a default under, upon the giving of
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notice or the termination, cancellation or acceleration with respect to, or
result in the creation of any lien, charge or encumbrance upon any property or
assets of such Checker Entity pursuant to, or otherwise require the consent of
any Person under, any agreement or obligation to which such Checker Entity is a
party or by which any of its properties or assets may be bound, or (iii) violate
or conflict with (or require any filing, notification, report, approval or other
similar matter under) any laws applicable to such Checker Entity or any of its
properties or assets.
3.3 NO CONTRAVENTION OF OFFERINGS OR BORROWING. The execution,
delivery and performance by Motors of this Agreement shall not conflict with or
result in a default under, with the passage of time, the giving of notice, or
both, any material agreement, indenture, instrument or other document pertaining
to the Offerings, or the Borrowing to which any of the Checker Entities is a
party or by which any of their properties are bound.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF
---------------------------------
THE REHABILITATOR AND THE TRUST
-------------------------------
4.1 The Rehabilitator hereby represents and warrants to the
Checker Entities as follows:
4.1.1 AUTHORITY. The Rehabilitator has full power and
authority to execute and deliver this Agreement and perform his obligations
hereunder.
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4.1.2 BINDING EFFECT. This Agreement has been duly and
validly authorized by any and all parties whose authorization is required by the
laws of the State of California and by the Court, and has been duly executed and
delivered by the Rehabilitator and constitutes the legal, valid and binding
obligation of the Rehabilitator and ELIC enforceable against the Rehabilitator
and ELIC in accordance with its terms. Neither the execution and delivery of
this Agreement by the Rehabilitator, nor the consummation by the Rehabilitator
of the transactions contemplated hereby, nor compliance by the Rehabilitator
with any of the provisions hereof will (i) conflict with or result in the breach
of any term, condition or provision of, or constitute a default under, upon the
giving of notice or the lapse of time or otherwise, give rise to any right of
termination, cancellation or acceleration with respect to, or result in the
creation of any lien, charge or encumbrance upon any property or assets of ELIC
pursuant to, or otherwise require the consent of any Person under, any agreement
or obligation to which the Rehabilitator or ELIC is a party or by which any of
ELIC's properties or assets may be bound, or (ii) violate or conflict with (or
require any filing, notification, report, approval (including, without limi-
tation, Court consent or approval) or other similar matter under) any laws
applicable to the Rehabilitator or ELIC or any of ELIC's properties or assets.
4.2 The Trust hereby represents and warrants to the Checker
Entities as follows:
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4.2.1 AUTHORITY. The Trust has full power and authority to
execute and deliver this Agreement and perform its obligations hereunder.
4.2.2 BINDING EFFECT. This Agreement has been duly and
validly authorized, executed and delivered by the Trust and constitutes the
legal, valid and binding obligation of the Trust enforceable against the Trust
in accordance with its terms. Neither the execution and delivery of this
Agreement by the Trust, nor the consummation by the Trust of the transactions
contemplated hereby, nor compliance by the Trust with any of the provisions
hereof will (i) conflict with or result in the breach of any term, condition or
provision of, or constitute a default under, upon the giving of notice or the
lapse of time or otherwise, give rise to any right of termination, cancellation
or acceleration with respect to, or result in the creation of any lien, charge
or encumbrance upon any property or assets of the Trust pursuant to, or
otherwise require the consent of any Person under, any agreement or obligation
to which the Trust is a party or by which any of the Trust's properties or
assets may be bound, or (ii) violate or conflict with (or require any filing,
notification, report, approval (including, without limitation, Court consent or
approval) or other similar matter under) any laws applicable to the Trust or any
of the Trust's properties or assets.
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ARTICLE V
CONDITIONS TO THE OBLIGATIONS
-----------------------------
OF THE CHECKER ENTITIES
-----------------------
The obligation of the Checker Entities to consummate the transactions
contemplated by this Agreement is subject to the satisfaction or waiver on or
before the day of the Closing (the "Closing Date") of each of the following
conditions:
5.1 REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Rehabilitator and the Trust contained herein shall be true and
accurate in all material respects at and as of the date when made and at and as
of the Closing Date as though such representations and warranties were made at
and as of such date.
5.2 PERFORMANCE. The Rehabilitator and the Trust shall have per-
formed and complied with all agreements, obligations and conditions required by
this Agreement to be performed or complied with by them on or prior to the
Closing Date.
5.3 CERTIFICATES. The Rehabilitator and the Trust shall have fur-
nished the Checker Entities with such certificates to evidence compliance with
the conditions set forth in this Article V as may be reasonably requested by the
Checker Entities.
5.4 OPINION OF COUNSEL. The Rehabilitator and the Trust shall have
furnished the Checker Entities with an opinion of counsel in form reasonably
acceptable to the Checker Entities covering the matters set forth on Exhibits F-
1 and F-2, respectively, annexed hereto.
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5.5 DELIVERIES COMPLETE. The Rehabilitator and the Trust shall
have delivered the Assignment and the Stipulation.
5.6 TRANSFER TAXES. The Rehabilitator and the Trust shall have
provided the Checker Entities with evidence satisfac-tory to them of the payment
of, or the non-liability of the Checker Entities for, any transfer, stamp or
other similar taxes payable in connection with the transfer of the Interest
pursuant to this Agreement.
5.7 CLOSING OF THE OFFERINGS. ICC shall have received the proceeds
of the Offering and the Borrowing.
5.8 RELEASE. The Rehabilitator and the Trust shall have executed
and delivered a Release in the form annexed hereto as Exhibit D.
If the Rehabilitator has transferred the Interest to the Trust prior to the
Closing Date, then the Checker Entities shall be deemed to have waived all of
the foregoing conditions (to the extent they apply to the Rehabilitator) except
for the delivery of the Stipulation and the Release.
ARTICLE VI
CONDITIONS TO THE REHABILITATOR'S
---------------------------------
AND THE TRUST'S OBLIGATIONS
----------------------------
The obligation of the Rehabilitator and the Trust to consummate the
transactions contemplated by this Agreement is subject to the satisfaction or
waiver on or before the Closing Date of each of the following conditions:
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6.1 REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Checker Entities contained herein shall be true and accurate
in all material respects at and as of the date when made and at and as of the
Closing Date as though such representations and warranties were made at and as
of such date.
6.2 PERFORMANCE. The Checker Entities shall have performed and
complied with all agreements, obligations and conditions required by this
Agreement to be performed or complied with by it on or prior to the Closing
Date.
6.3 CERTIFICATES. The Checker Entities shall have furnished the
Rehabilitator and the Trust with such certificates of its authorized
representative to evidence compliance with the conditions set forth in this
Article VI as may be reasonably requested by the Rehabilitator.
6.4 OPINION OF COUNSEL. The Checker Entities shall have furnished
the Rehabilitator and the Trust with an opinion of counsel in form reasonably
satisfactory to the Rehabilitator and the Trust covering the matters set forth
in Exhibit G annexed hereto.
6.5 DELIVERIES COMPLETE. The Checker Entities shall have delivered
the Purchase price, the Stipulation and the Withdrawal of Claim.
6.6 RELEASE. Each of the Checker Entities shall have delivered a
Release in the form annexed hereto as Exhibit E.
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If the Rehabilitator has transferred the Interest to the Trust prior to the
Closing Date, then the Rehabilitator shall be deemed to have waived all of the
foregoing conditions except those included in Sections 6.5 and 6.6.
ARTICLE VII
EFFECT OF FAILURE OF CONDI-
---------------------------
TIONS TO OCCUR OR BE WAIVED
---------------------------
If the Closing shall not have occurred within seven months of the
execution of this Agreement, then the Rehabilitator, ELIC and the Trust, on the
one hand, and/or the Checker Entities, on the other hand, shall be entitled to
terminate this Agreement by giving notice to the other ("Notice Party") so long
as the Notice Party has not caused through any act within its control the
Agreement not to close. Upon termination of this Agreement, (a) this Agreement
shall be null and void except for the provisions of Section 2.3(f) and this
Article VII; (b) the Interest, if not previously assigned to the Trust, shall be
assigned to the Trust and the Trust shall be admitted to the Partnership as a
Limited Partner and shall be treated as a non-defaulting Partner from the date
of the Partnership's formation through the date of its admission pursuant to
this Article VII and thereafter in accordance with the terms of the Partnership
Agreement as in effect on the date hereof, and, accordingly, the Capital Account
of the Limited Partner shall be restated to an amount equal to the Capital
Account the Limited Partner would have had if it had not been
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treated as a defaulting Partner for any period; PROVIDED, HOWEVER, that (i) the
Limited Partner's Capital Account shall be reduced (without duplication with
respect to the foregoing) for the principal component of the distributions by
the Partnership to the Limited Partner as a defaulting Partner and pursuant to
Section 2.3(h) of this Agreement; and (ii) the Limited Partner shall have no
right to distributions in excess of those received by it either as a Partner
(including as a defaulting Partner) or pursuant to the terms of this Agreement;
(c) the Stipulation and the Withdrawal of Claim shall be delivered and filed as
set forth in Paragraphs 2.2(c) and (d) and the Releases in the forms attached
hereto as Exhibits D and E shall be delivered; (d) the Trust and Motors shall
amend the Partnership Agreement, to be effective with respect to all
distributions after December 31, 1993, to provide that notwithstanding anything
in Section 4.5 thereof to the contrary, distributions to the General Partner may
reduce the General Partner's Capital Account below zero and the General Partner
shall not be required to repay any such excess distribution pursuant to Section
4.6; PROVIDED, HOWEVER, that the Checker Entities shall jointly and severally
guaranty the obligations of the General Partner pursuant to Section 2.1.3 of the
Partnership Agreement in an amount equal to the cash distributions to the
General Partner after December 31, 1993 pursuant to Section 4.4.6 of the
Partnership Agreement, PROVIDED THAT, for purposes of determining the amount
owed under the guaranty only, the positive balance in the General Partner's
Capital Account shall be increased, or the negative balance in
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the General Partner's Capital Account shall be reduced, by the difference
between the value of the Partnership's medallions on the date hereof (which,
based on the good faith determination of ICC, are valued at $38,000 per
medallion) and the value of such medallions (including all amounts received from
sales or other transfers of medallions after the date hereof) on the date the
Partnership is terminated.
ARTICLE VII
MISCELLANEOUS
-------------
8.1 WAIVERS AND AMENDMENTS. This Agreement may not be amended or
terminated except upon the written consent of all parties. By an instrument in
writing, a party may waive compliance by the other party with any term or
provision of this Agreement that such other party was or is obligated to comply
with or perform; PROVIDED, HOWEVER, that such waiver shall not operate as a
waiver of, or estoppel with respect to, any other or subsequent failure. No
failure to exercise and no delay in exercising any right, remedy, or power
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, or power hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, or power provided
herein or by law or in equity. The waiver by any party of the time for
performance of any act or condition hereunder does not constitute a waiver of
the act or condition itself.
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8.2 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California as such laws
are applied to agreements between California residents entered into and to be
performed entirely within California.
8.3 ASSIGNMENT; SUCCESSORS AND ASSIGNS. Each party agrees that it
will not assign, sell, transfer, delegate, or otherwise dispose of, whether
voluntarily or involuntarily, or by operation of law, any right or obligation
under this Agreement except as specifically permitted hereunder. Any purported
assignment, transfer, or delegation in violation of this paragraph shall be null
and void. Subject to the foregoing limits on assignment and delegation, this
Agreement shall be binding upon and shall inure to the benefit of the parties
and their respective successors and assigns.
8.4 ENTIRE AGREEMENT. The parties intend that the terms of this
Agreement (including the Exhibits hereto) shall be the final expression of their
agreement with respect to the subject matter hereof and may not be contradicted
by evidence of any prior contemporaneous agreement. The parties further intend
that this Agreement shall constitute the complete and exclusive statement of
their terms and that no extrinsic evidence whatsoever may be introduced in any
judicial, administrative, or other legal proceeding involving this Agreement.
8.5 SEVERABILITY OF THIS AGREEMENT. If any provision of this
Agreement, or the application hereof to any person, place or circumstance, shall
be held by a court of competent
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jurisdiction to be invalid, unenforceable or void, the remainder of this
Agreement and such provisions as applied to other persons, places and
circumstances shall remain in full force and effect only if, after excluding the
portion deemed to be unenforceable, the remaining terms shall provide for the
consummation of the transactions contemplated hereby in substantially the same
manner as originally set forth at the later of the date this Agreement was
executed or last amended.
8.6 GENDER; NUMBER. Whenever the context of this Agreement
requires, the masculine gender shall include the feminine or neuter, and the
singular number shall include the plural.
8.7 CAPTIONS. The section and other headings used in this
Agreement are for reference purposes only and shall not constitute a part hereof
or affect the meaning or interpretation of this Agreement.
8.8 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which taken
together shall constitute one and the same instrument.
8.9 EXPENSES. Whether or not the transactions contemplated by this
Agreement are consummated, each party shall pay all expenses incurred by it or
on its behalf in connection with the Agreement and the transactions contemplated
hereby.
8.10 NOTICES. Any notice or communication required or permitted
hereunder shall be sufficiently given if in writing and (i) delivered in person
or by overnight delivery or courier service, (ii) sent by facsimile, or (iii)
deposited in the United
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States mail, by certified mail postage prepaid and return receipt requested
(provided that any notice given pursuant to clause (ii) is also confirmed by the
means described in clause (i) or (iii)), as follows:
To the Rehabilitator:
To the Trust:
To the Checker Entities: Checker Motors Corporation
2016 North Pitcher Street
Kalamazoo, Michigan 49007
Attn: David R. Markin
President
Tel. (616) 343-6121
Fax. (616) 343-1660
with a copy to: Hutton Ingram Yuzek Gainen
Carroll & Bertolotti
250 Park Avenue
New York, New York 10177
Attn: Paulette Kendler
Tel. (212) 907-9650
Fax. (212) 907-9682
Such notice or other communication shall be deemed given when so delivered
personally, or sent by facsimile transaction, or, if sent by overnight delivery
or courier service, the business day after being sent from within the United
States, or if mailed, four days after the date of deposit in the United States
mails.
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8.11 RECOVERY OF COSTS AND ATTORNEYS' FEES.
(a) Except as provided in Paragraph 2.3(d)(ii), any disputes
arising out of or relating to this Agreement, any document or instrument
delivered pursuant to, in connection with, or simultaneously with this
Agreement, or any breach of this Agreement or any such document or instrument
shall be settled by arbitration to be held in Los Angeles, California, in
accordance with the rules then in effect of the American Arbitration Association
or any successor thereto. The arbitrator ("Arbitrator") shall be a party
mutually acceptable to the Checker Entities, the Rehabilitator and the Trust;
PROVIDED, HOWEVER, that if they cannot agree on an arbitrator, the Regional
Director of the American Arbitration Association shall choose the Arbitrator.
The Arbitrator may grant injunctions or other relief in such dispute or
controversy. The decision of the Arbitrator shall be final, conclusive, and
binding on the parties to the arbitration. Judgment may be entered on the
Arbitrator's decision in any court having jurisdiction.
(b) Any prevailing party or parties described in Section
8.11(a) above shall be entitled to reasonable attorneys' fees and any other
costs incurred in enforcing, or on appeal from, a judgment entered with respect
to any arbitration described in Section 8.11(a), separately from and in addition
to any other amount included in such judgment. This Section 8.11 shall be
severable from the other provisions of this Agreement and shall survive and not
be merged into any such judgment.
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8.12 THIRD PARTIES. Except as specifically set forth or referred to
herein, nothing herein expressed or implied is intended or shall be construed to
confer upon or give to any Person other than the parties hereto and their
successors or assigns, any rights or remedies under or by reason of this
Agreement.
8.13 SECTION 1654 INTERPRETATION. This Agreement has been
negotiated at arm's length and between persons sophisticated and knowledgeable
in the matters dealt with in this Agreement. Each party has been represented by
experienced and knowledgeable legal counsel. Accordingly, any rule of law
(including California Civil Code Section 1654) or legal decision that would
require interpretation of any ambiguities in this Agreement against the party
that has drafted it is not applicable and is waived. The provisions of this
Agreement shall be interpreted in a reasonable manner to effect the purpose of
the parties and this Agreement.
8.14 AVAILABILITY OF EQUITABLE REMEDIES. Since a breach of the
provisions of this Agreement could not adequately be compensated by money
damages, any party shall be entitled, either before or after the Closing, in
addition to any other right or remedy available to him, to an injunction granted
by the Arbitrator restraining such breach or a threatened breach and to specific
performance of any such provision of this Agreement, and in either case no bond
or other security shall be required in connection therewith, and the parties
hereby consent to this issuance of such injunction and to the ordering of
specific performance.
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8.15 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
CHECKER MOTORS CO., L.P.
By: Checker Motors Corporation
General Partner
By: /s/ David R. Markin
------------------------------
Name: David R. Markin
Title: President
CHECKER MOTORS CORPORATION
By: /s/ David R. Markin
------------------------------
Name: David R. Markin
Title: President
CHECKER HOLDING CORP. III
By: /s/ David R. Markin
------------------------------
Name: David R. Markin
Title: President
INTERNATIONAL CONTROLS CORP.
By: /s/ David R. Markin
------------------------------
Name: David R. Markin
Title: President
/s/ Richard Baum for John Garamendi
- -----------------------------------
JOHN GARAMENDI, in his capacity as
Rehabilitator, but not Individually
BASE ASSETS TRUST
By: /s/ Richard Baum
--------------------------------
Trustee Richard Baum
By: /s/ Thomas Arnold
--------------------------------
Trustee Thomas Arnold
By: /s/ Anthony Buonoguro
--------------------------------
Trustee Anthony Buonoguro
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<PAGE>
SCHEDULE I
AFFILIATE TRANSACTIONS
As of December 31, 1993, American Country Insurance Company holds $0.9
million principal amount of Enhance Financial Services Group Inc., 7% Notes due
December 1, 1996, of which company Mr. Markin and Mr. Tessler are directors.
Each of Messrs. Markin, Solomon, Tessler and Thomas provides
consulting services to Yellow Cab Company and each receives for such services
(commencing in January 1988) $10,000 per month. Messrs. Solomon, Tessler and
Thomas also provide consulting services (a) to Motors for which they each
receive monthly fees of $5,000 (commencing in January 1988) and (b) to Country
for which they each receive monthly fees of approximately $18,300. Mr. Markin
serves as a consultant to Chicago AutoWerks, a division of Checker L.P., for
which he receives monthly fees of approximately $1,200 (commencing in January
1988), and to Country, for which he receives monthly fees of approximately
$4,600.
Frances Tessler, the wife of Allan R. Tessler, is employed by Smith
Barney Shearson which executes trades for Country's investment portfolio. During
1993 and 1992, Mrs. Tessler received for her services approximately $78,000 and
$69,000, respectively, of the commissions paid to Smith Barney Shearson.
On September 24, 1992, American Country Financial Services Corp.
("AFSC"), a subsidiary of Country, purchased from The Mid City National Bank of
Chicago the promissory note dated July 30, 1992, made by King Cars, Inc. ("King
Cars") in the principal amount of $381,500 plus accrued interest in the amount
of $3,560. The note, which has been renewed several times, has a current
principal amount outstanding of $407,691 and matures in December 1994. King
Cars is owned by Messrs. Markin, Tessler, Solomon, Thomas and Feldman. King
Cars is a party to an agreement dated December 15, 1992, with Yellow Cab
pursuant to which Yellow Cab purchases from King Cars display frames for
installation in its taxicabs and King Cars furnishes Yellow Cab advertising copy
for insertion into the frames. King Cars receives such advertising copy as an
agent in Chicago for an unrelated company which is in the business of selling
and arranging for local and national advertising. Of the revenues generated
from such advertising, 30% will be retained by King Cars and the balance will be
delivered to Yellow Cab until such time as Yellow Cab has recovered costs
advanced by it for the installation of advertising frames in 500 of its taxicabs
(approximately $78,000). The terms to Yellow Cab are the same or more favorable
than those offered by King Cars to unrelated third parties.
I-1
<PAGE>
Employment Agreements
Checker L.P., as the assignee of Motors, is party to an Amended and
Restated Employment Agreement dated as of November 1, 1985, as further amended,
with David R. Markin pursuant to which Mr. Markin is to serve as President,
Chief Executive Officer and Chief Operating Officer of Checker L.P. until April
30, 1996, subject to extension (the "Termination Date"), at a minimum salary of
$600,000 per annum, together with the payment of certain insurance premiums. The
beneficiaries of these insurance policies are designated by Mr. Markin. Mr.
Markin continues to be eligible to participate in profit sharing, pension or
other bonus plans of Checker L.P. Pursuant to the Amended and Restated
Employment Agreement, in the event of Mr. Markin's death, Checker L.P. shall pay
Mr. Markin's estate the compensation which would otherwise be payable to him for
the period ending on the last day of the month in which death occurs. In
addition, Checker L.P. shall pay to Mr. Markin's beneficiaries deferred
compensation from the date of his death through the Termination Date in an
annual amount equal to one-third of his base salary at the date of his death. In
the event of termination of the Amended and Restated Employment Agreement for
any reason other than cause, disability or death, Mr. Markin shall continue to
serve as a consultant to Checker L.P. for a period of five years, for which he
shall receive additional compensation in the amount of $50,000 per annum.
Checker L.P. has agreed to indemnify Mr. Markin from certain liabilities arising
out of his service to Checker L.P., except for liabilities resulting from his
gross negligence or willful misconduct.
Checker L.P. is party to an Amended and Restated Employment Agreement
dated as of June 1, 1992, with Jeffrey Feldman pursuant to which Mr. Feldman
serves as President of the vehicular operations segment until February 1, 1996
subject to extension (the "Termination Date"), at a minimum salary of $200,000
per annum, together with the payment of certain insurance premiums. The
beneficiaries of these insurance policies are designated by Mr. Feldman. Mr.
Feldman is eligible to participate in profit sharing, pension or other bonus
plans implemented by the vehicular operations segment. Pursuant to the Amended
and Restated Employment Agreement, in the event of Mr. Feldman's death, Checker
L.P. shall pay Mr. Feldman's estate the amount of compensation which would
otherwise be payable to him for the period ending on the last day of the month
in which death occurs. In addition, Checker L.P. shall pay to Mr. Feldman's
estate deferred compensation form the date of his death to the Termination Date
in an annual amount equal to one-third of his base salary at the date of his
death. In the event of the termination of the Amended and Restated Employment
for any reason other than cause, disability or death, Mr. Feldman shall continue
to serve as a consultant to Checker L.P. for a period of five years (if termi-
nated by Mr. Feldman) or seven years (if terminated by Checker L.P.), for which
he shall receive compensation in the amount of
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<PAGE>
$75,000 per annum. Checker L.P. has agreed to indemnify Mr. Feldman from
certain liabilities, except for those resulting from his gross negligence or
willful misconduct.
Jeffrey M. Feldman is the nephew of David R. Markin.
Motors has guaranteed certain of Checker Taxi Association's
obligations. The outstanding principal balance of these obligations was
approximately $0.7 million, as of December 31, 1993.
American Country Insurance Company holds mortgages on certain of
Checker L.P.'s property, securing loans in the amount of approximately $3
million.
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EXHIBIT A
TRANSFER AND ASSIGNMENT
AGREEMENT, made as of the day of , 1994 by and among
JOHN GARAMENDI, as Insurance Commissioner of the State of California, solely in
his capacity as conservator, rehabilitator and liquidator of Executive Life
Insurance Company, and the BASE ASSETS TRUST (collectively, the "Assignor"), and
CHECKER MOTORS CORPORATION, a New Jersey corporation (the "Assignee")
W I T N E S S E T H:
WHEREAS, Executive Life Insurance Company ("ELIC") is an alleged
Defaulting Limited Partner of Checker Motors Co., L.P., a Delaware limited
partnership (the "Partnership"), pursuant to the Amended and Restated Agreement
of Limited Partnership of the Partnership, dated the 5th day of March, 1986, as
amended on July 28, 1989 and purportedly on June 25, 1991 (the "Partnership
Agreement"; all capitalized terms used herein are used with the meanings
ascribed to them in the Partnership Agreement unless specifically provided
otherwise herein); and
WHEREAS, the Assignor desires to transfer its and ELIC's entire
interest in the Partnership (including, without
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limitation, the Capital Account, the Excess Capital Account, and any interest it
or ELIC may have in the assets, the earnings and the Profits of the Partnership,
in each case past, present or future, the "Interest") to the Assignee.
NOW, THEREFORE, the parties hereto hereby agree as follows:
In consideration of the payment to the Assignor of Ten Dollars
($10.00) and other valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Assignor hereby transfers and assigns to the
Assignee, as of the date hereof, all of its and ELIC's right, title and interest
in and to the Partnership, including the right to receive any distributions to
which the Assignor may be entitled under the terms of the Partnership Agreement
and a proportionate allocation of items of income, gain, deduction, loss and
credit, except as provided in Sections 2.3(d) and (e) of the Settlement
Agreement dated as of May __, 1994 among the Assignor and the Assignee,
International Controls Corp., Checker Motors Co., L.P. and Checker Holding Corp.
III. The Assignee hereby assumes all of the liabilities, if any, of the
Assignor pursuant to the Partnership Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
-----------------------------------
JOHN GARAMENDI, in his capacity as
Rehabilitator, but not individually
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<PAGE>
BASE ASSETS TRUST
By:
------------------------------
Trustee:
By:
------------------------------
Trustee:
By:
------------------------------
Trustee:
CHECKER MOTORS CORPORATION
By:
----------------------------
Name:
Title:
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EXHIBIT B
STIPULATION OF DISMISSAL
[To Be Completed]
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<PAGE>
EXHIBIT C
WITHDRAWAL OF CLAIM
[To be in form satisfactory
to the Rehabilitator]
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<PAGE>
EXHIBIT D
RELEASE
THIS RELEASE (this "Release") is made ________, 1994, between JOHN
GARAMENDI, solely in his capacity as conservator, rehabilitator and liquidator
(the "Rehabilitator") of Executive Life Insurance Company, and the Base Asset
Trust (the "Trust"), on the one hand, and each of CHECKER MOTORS CO., L.P., a
Delaware limited partnership (the "Partnership"), CHECKER MOTORS CORPORATION, a
New Jersey corporation and the general partner of the Partnership ("Motors"),
CHECKER HOLDING CORP. III, a Delaware corporation, and INTERNATIONAL CONTROLS
CORP. ("ICC"; the Partnership, Motors, Holding and ICC being hereinafter
referred to as the "Checker Entities"), on the other hand.
RECITALS
A. The Settlement Agreement, dated as of __________, 1994, among the
Checker Entities and the Rehabilitator and the Trust (the "Settlement
Agreement"; all capitalized terms not defined herein being used with the
meanings ascribed thereto in the Settlement Agreement) provides, among other
things, for the purchase by the Motors or its designee of the Interest.
B. This Release is being delivered by the Rehabilitator
simultaneously with the payment by the Checker Entities directly to the Trust of
the Purchase Price.
Accordingly, the parties hereto agree as follows:
1. RELEASE OF RELEASED PARTIES BY REHABILITATOR AND TRUST. In con-
sideration of receipt of the Interest, the
D-1
<PAGE>
Rehabilitator and the Trust hereby release and forever discharge each of the
Checker Entities and each of their partners, officers, directors, shareholders
and employees, their advisors, attorneys, agents, predecessors in interest,
assignors, successors and assigns, and the partners, officers, directors,
shareholders and employees of each of the foregoing (all such released parties
hereinafter are collectively referred to as the "Released Parties") of and from
(i) any and all liabilities and obligations under the Partnership Agreement,
including, without limitation, any liability for any breach of a representation,
warranty or covenant contained in the Partnership Agreement, and (ii) any and
all claims and causes of action of any and every character, known or unknown,
anticipated or unanticipated, contingent or matured, which the Rehabilitator or
the Trust may have or claim to have against any of the Released Parties, arising
from or related to the Partnership Agreement and the management of the
Partnership (including but not limited to any claims that were raised or could
have been raised in the Lawsuit); provided, however, that no claims, rights or
obligations arising under the Settlement Agreement are released hereby.
2. FULL AND COMPLETE RELEASE; ALL CLAIMS COVERED. This Release is
intended to be and is a full and complete release by the Rehabilitator and the
Trust of the Released Parties regarding the subject matter of the release set
forth in Paragraph 1 hereof and is intended by the Rehabilitator and the Trust
to cover all claims of all types, whether arising under common law or under the
statutes or regulations of (a) the States
D-2
<PAGE>
of California, New York, Delaware, Michigan, or any county, city or government
agency thereof, or (b) other states or similar jurisdictions of the United
States, or any county, city or government agency thereof; provided, however,
that no claims, rights or obligations arising under the Settlement agreement are
released hereby. The Rehabilitator and the Trust acknowledge and agree that
this Release is to be construed as the broadest possible type of release
regarding the subject matter of the release set forth in Paragraph 1 hereof,
releasing any and all claims, including, without limitation, antitrust,
contract, copyright, fiduciary duty, fraud, regulatory, royalty, securities,
usury, statutory, tort, trespass and any other claims.
3. COVENANT NOT TO SUE. In consideration for the transactions
contemplated by the Settlement Agreement, the Rehabilitator and the Trust, to
the extent that they held, hold or may hold any claims or causes of action that
are being released hereunder pursuant to this Release, hereby covenant with each
of the Released Parties not to sue, assert any claim against, or otherwise seek
any recovery from the Released Parties, whether for contract, fraud, tort or
otherwise.
4. AUTHORITY AND LEGAL COMPETENCE OF REHABILITATOR AND TRUST AND
LACK OF ASSIGNMENT OF CLAIMS. As part of the consideration for the transactions
contemplated by the Settlement Agreement, each of the Rehabilitator and the
Trust expressly severally represents and warrants to the Released Parties that
they are respectively legally competent and have the authority to give this
Release and that no assignment, pledge, sale, transfer,
D-3
<PAGE>
or other disposition of any right, title, interest, in or to any claim against
the Released Parties has been made.
5. KNOWLEDGE AND UNDERSTANDING. EACH OF THE REHABILITATOR AND THE
TRUST SEVERALLY REPRESENTS AND AGREES THAT IT HAS CAREFULLY READ AND FULLY
UNDERSTANDS ALL OF THE PROVISIONS OF THIS RELEASE, THAT IT IS REPRESENTED HEREIN
BY COUNSEL OF ITS CHOICE AND HAS FULLY DISCUSSED THIS RELEASE WITH SUCH COUNSEL,
AND THAT IT IS ENTERING INTO THIS RELEASE VOLUNTARILY, WHOLLY UPON ITS OWN
VOLITION, JUDGMENT, BELIEF AND KNOWLEDGE, AND WITHOUT ANY DURESS OR UNDUE
INFLUENCE ON THE PART OF OR ON BEHALF OF ANY PARTY.
6. WAIVER OF CALIFORNIA CIVIL CODE S. 1542. THE REHABILITATOR AND
THE TRUST HEREBY WAIVE AS AGAINST EACH RELEASED PARTY ALL RIGHTS UNDER
CALIFORNIA CIVIL CODE S. 1542 AS TO THE SUBJECT MATTER OF THE RELEASE SET FORTH
IN PARAGRAPH 1 HEREOF, WHICH PROVIDES THAT:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY
HIM,MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."
THE REHABILITATOR AND THE TRUST ACKNOWLEDGE THAT THE HAVE BEEN FULLY INFORMED BY
THEIR COUNSEL CONCERNING THE EFFECT AND IMPORT OF THIS WAIVER OF RIGHTS UNDER
CALIFORNIA CIVIL CODE S. 1542.
7. RESERVATION OF RIGHTS. Notwithstanding anything to the contrary
in the Settlement Agreement or this Release, nothing therein or herein shall be
construed to waive or otherwise affect the rights of the Rehabilitator, ELIC,
and the Trust, if any, to proceed and/or recover against any person or
D-4
<PAGE>
entity relating to any matter not the subject of the terms of paragraph 1 of
this Release, including, but not limited to, transactions or claims involving or
against South Charleston Stamping & Manufacturing Company.
8. MODIFICATIONS, AMENDMENTS OR WAIVERS. Provisions of this Release
may be modified, amended or waived only by a written document specifically
identifying this Release and signed by each Checker Entity and the Rehabilitator
and the Trust.
9. SUCCESSORS AND ASSIGNS. This Release shall be binding on, and
shall inure to the benefit of, the Rehabilitator and the Trust and the Released
Parties, respectively, and their respective legal representatives, successors,
heirs and assigns.
10. GOVERNING LAW. This Release shall be governed by, and construed
in accordance with, the internal laws of the State of California without taking
into account provisions regarding choice of law.
11. SEVERABILITY. If any provision of this Release, or the
application hereof to any person, place or circumstance, shall be held by a
court of competent jurisdiction to be invalid, unenforceable or void, the
remainder of this Release and such provisions as applied to other persons,
places and circumstances shall remain in full force and effect only if, after
excluding the portion deemed to be unenforceable, the remaining terms shall
provide for the consummation of the transactions contemplated hereby in
substantially the same manner as originally set forth at the later of the date
this Release was executed or last amended.
D-5
<PAGE>
12. ENTIRE AGREEMENT. This Release, the Settlement Agreement and the
exhibits thereto contains the entire agreement and understanding of the parties
hereto concerning the subject matter hereof, and supersedes and replaces any
prior negotiations, understandings and agreements of any kind, written or oral.
Each of the Rehabilitator and the Trust acknowledges that no other party, nor
any agent or attorney of any other party, has made any promise, representation
or warranty whatsoever, express or implied, not contained herein, concerning the
subject matter hereof, to induce such party to execute this Release, and
acknowledges that it has not executed this Release in reliance upon any such
promise, representation or warranty not contained herein.
13. COUNTERPARTS. This Release may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Release to be
executed on the date first written above.
---------------------------------
JOHN GARAMENDI, in his capacity
as Rehabilitator, but not
individually
BASE ASSETS TRUST
By:
-----------------------------
Trustee
By:
-----------------------------
Trustee
By:
-----------------------------
Trustee
D-6
<PAGE>
ACCEPTED:
CHECKER MOTORS CO., L.P.
By: Checker Motors Corporation
General Partner
By:
------------------------------
Name:
Title:
CHECKER MOTORS CORPORATION
By:
------------------------------
Name:
Title:
CHECKER HOLDING CORP. III
By:
------------------------------
Name:
Title:
INTERNATIONAL CONTROLS CORP.
By:
------------------------------
Name:
Title:
D-7
<PAGE>
EXHIBIT E
RELEASE
THIS GENERAL RELEASE (this "Release") is made ________, 1994, between
each of INTERNATIONAL CONTROLS CORP., a Florida corporation ("ICC") CHECKER
MOTORS CO., L.P., a Delaware limited partnership (the "Partnership"), CHECKER
MOTORS CORPORATION, a New Jersey corporation and the general partner of the
Partnership ("Motors"), and CHECKER HOLDING CORP. III, a Delaware corporation
("Holding"); ICC, the Partnership, Motors and Holding being hereinafter referred
to as the "Checker Entities"), on the one hand, and JOHN GARAMENDI, solely in
his capacity as conservator, rehabilitator and liquidator (the "Rehabilitator")
of Executive Life Insurance Company, and the BASE ASSETS TRUST (the "Trust"), on
the other hand.
RECITALS
A. The Settlement Agreement dated as of __________, 1994, among
the Checker Entities and the Rehabilitator and the Trust (the "Settlement
Agreement"; all capitalized terms not defined herein being used with the
meanings ascribed thereto in the Settlement Agreement) provides, among other
things, for the purchase by the Checker Entities of the Interest.
B. This General Release is being delivered by the Checker Entities
simultaneously with the assignment of the Interest by the Rehabilitator and the
Trust to the Checker Entities.
E-1
<PAGE>
Accordingly, the parties hereto agree as follows:
1. RELEASE OF RELEASED PARTIES BY THE CHECKER ENTITIES. In con-
sideration of receipt of the Interest, each of the Checker Entities hereby
releases and forever discharges the Rehabilitator and the Trust each of their
trustees, advisors, attorneys, agents, predecessors in interest, assignors,
successors and assigns, and the officers, directors, shareholders and employees
of each of the foregoing (all such released parties hereinafter are collectively
referred to as the "Released Parties") of and from (i) any and all liabilities
and obligations under the Partnership Agreement, including, without limitation,
any liability for any breach of a representation, warranty or covenant contained
in the Partnership Agreement, and (ii) any and all claims and causes of action
of any and every character, known or unknown, anticipated or unanticipated,
contingent or matured, which any of the Checker Entities may have or claim to
have against any of the Released Parties, arising from or related to the Part-
nership Agreement and the management of the Partnership (including but not
limited to any claims that were raised or could have been raised in the
Lawsuit); provided, however, that no claims, rights or obligations arising under
the Settlement Agreement are released hereby.
2. FULL, COMPLETE AND RELEASE; ALL CLAIMS COVERED. This Release
is intended to be and is a full and complete release by the Checker Entities of
the Released Parties regarding the subject matter of the release set forth in
Paragraph 1 hereof and is intended by the Checker Entities to cover all claims
of all
E-2
<PAGE>
types, whether arising under common law or under the statutes or regulations of
(a) the States of California, New York, Delaware, Michigan, or any county, city
or government agency thereof, or (b) other states or similar jurisdictions of
the United States, or any county, city or government agency thereof; provided,
however, that no claims, rights or obligations arising under the Settlement
Agreement are released hereby. The Checker Entities acknowledge and agree that
this Release is to be construed as the broadest possible type of release
regarding the subject matter of the release set forth in Paragraph 1 hereof
releasing any and all claims, including, without limitation, antitrust,
contract, copyright, fiduciary duty, fraud, regulatory, royalty, securities,
usury, statutory, tort, trespass and any other claims.
3. COVENANT NOT TO Sue. In consideration for the transactions
contemplated by the Settlement Agreement, the Checker Entities, to the extent
that any of the Checker Entities held, holds or may hold any claims or causes of
action that are being released hereunder pursuant to this Release, hereby
covenant with each of the Released Parties not to sue, assert any claim against,
or otherwise seek any recovery from the Released Parties, whether for contract,
fraud, tort or otherwise.
4. AUTHORITY OF CHECKER ENTITIES AND LACK OF ASSIGNMENT OF CLAIMS.
As part of the consideration for the transactions contemplated by the Settlement
Agreement, each of the Checker Entities expressly represents and warrants to the
Released Parties that such Checker Entity has the authority to give this Release
and that no assignment, pledge, sale, transfer,
E-3
<PAGE>
or other disposition of any right, title, interest, in or to any claim of such
Checker Entity against the Released Parties has been made.
5. KNOWLEDGE AND UNDERSTANDING. EACH CHECKER ENTITY REPRESENTS
AND AGREES THAT SUCH CHECKER ENTITY HAS CAREFULLY READ AND FULLY UNDERSTANDS ALL
OF THE PROVISIONS OF THIS RELEASE, THAT SUCH CHECKER ENTITY IS REPRESENTED
HEREIN BY COUNSEL OF SUCH CHECKER ENTITY'S CHOICE AND HAS FULLY DISCUSSED THIS
RELEASE WITH SUCH COUNSEL, AND THAT SUCH CHECKER ENTITY IS ENTERING INTO THIS
RELEASE VOLUNTARILY, WHOLLY UPON SUCH CHECKER ENTITY'S OWN VOLITION, JUDGMENT,
BELIEF AND KNOWLEDGE, AND WITHOUT ANY DURESS OR UNDUE INFLUENCE ON THE PART OF
OR ON BEHALF OF ANY PARTY.
6. WAIVER OF CALIFORNIA CIVIL CODE S. 1542. EACH CHECKER ENTITY
HEREBY WAIVES AS AGAINST EACH RELEASED PARTY ALL RIGHTS UNDER CALIFORNIA CIVIL
CODE S. 1542 AS TO THE SUBJECT MATTER OF THE RELEASE SET FORTH IN PARAGRAPH 1
HEREOF, WHICH PROVIDES THAT:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY
HIM,MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."
EACH CHECKER ENTITY ACKNOWLEDGES THAT SUCH CHECKER ENTITY HAS BEEN FULLY IN-
FORMED BY SUCH CHECKER ENTITY'S OWN COUNSEL CONCERNING THE EFFECT AND IMPORT OF
THIS WAIVER OF RIGHTS UNDER CALIFORNIA CIVIL CODE S. 1542.
E-4
<PAGE>
7. RESERVATION OF RIGHTS.
Notwithstanding anything to the contrary in the Settlement Agreement
or this Release, nothing therein or herein shall be construed to waive or
otherwise affect the rights of the Checker Entities, if any, to proceed and/or
recover against any person or entity relating to any matter not the subject to
the terms of paragraph 1 of this Release, including, but not limited to
transactions involving South Charleston Stamping & Manufacturing Company.
8. MODIFICATIONS, AMENDMENTS OR WAIVERS. Provisions of this
Release may be modified, amended or waived only by a written document
specifically identifying this Release and signed by each Checker Entity, the
Rehabilitator and the Trust.
9. SUCCESSORS AND ASSIGNS. This Release shall be binding on, and
shall inure to the benefit of, the Checker Entities and the Released Parties,
respectively, and their respective legal representatives, successors, heirs and
assigns.
10. GOVERNING LAW. This Release shall be governed by, and
construed in accordance with, the internal laws of the State of California
without taking into account provisions regarding choice of law.
11. SEVERABILITY. If any provision of this Release, or the
application hereof to any person, place or circumstance, shall be held by a
court of competent jurisdiction to be invalid, unenforceable or void, the
remainder of this Release and such provisions as applied to other persons,
places and circumstances shall remain in full force and effect only if, after
excluding
E-5
<PAGE>
the portion deemed to be unenforceable, the remaining terms shall provide for
the consummation of the transactions contemplated hereby in substantially the
same manner as originally set forth at the later of the date this Release was
executed or last amended.
12. ENTIRE AGREEMENT. This Release and the Settlement Agreement
and related documents contains the entire agreement and understanding of the
parties hereto concerning the subject matter hereof, and supersedes and replaces
any prior negotiations, understandings and agreements of any kind, written or
oral. Each Checker Entity acknowledges that no other party, nor any agent or
attorney of any other party, has made any promise, representation or warranty
whatsoever, express or implied, not contained herein, concerning the subject
matter hereof, to induce such party to execute this Release, and acknowledges
that such Checker Entity has not executed this Release in reliance upon any such
promise, representation or warranty not contained herein.
13. COUNTERPARTS. This Release may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
E-6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Release to be
executed on the date first written above.
- -----------------------------------
JOHN GARAMENDI, in his capacity as
Rehabilitator, but not individually
BASE ASSETS TRUST
By:
-------------------------------
Trustee
By:
-------------------------------
Trustee
By:
-------------------------------
Trustee
CHECKER MOTORS CO., L.P.
By: Checker Motors Corporation
General Partner
By:
------------------------------
Name:
Title:
CHECKER MOTORS CORPORATION
By:
------------------------------
Name:
Title:
CHECKER HOLDING CORP. III
By:
------------------------------
Name:
Title:
INTERNATIONAL CONTROLS CORP.
By:
------------------------------
Name:
Title:
E-7
<PAGE>
EXHIBIT F-1
OPINION OF COUNSEL TO THE
REHABILITATOR
14. The Rehabilitator has all requisite power and authority to execute, deliver
and perform his obligations under the Agreement (defined to include
Exhibits).
15. The execution, delivery and performance of the Agreement and the compliance
by the Rehabilitator with all of the provisions thereof and the
consummation of the transactions contemplated thereby will not require any
consent, approval, authorization or other order of any court, regulatory
body, administrative agency or other governmental body or, if so required,
all such consents, approvals, authorizations and orders have been obtained
and are in full force and effect, and will not conflict with or constitute
a breach of any of the terms or provisions of, or a default under, any
material agreement to which the Rehabilitator is a party or by which any of
ELIC's properties is bound or violate or conflict with any law,
administrative regulation or ruling or court decree applicable to the
Rehabilitator or ELIC or any of ELIC's properties.
16. The Agreement has been duly authorized, executed and delivered by the
Rehabilitator and constitutes the legal, valid and binding obligation of
the Rehabilitator, enforceable against the Rehabilitator and ELIC in
accordance with its terms, except (a) as the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws affecting creditors'
rights generally and (b) that the availability of equitable remedies may be
limited by equitable principles of general applicability. To the best of
such counsel's knowledge, there are no legal or governmental proceedings
which question the power and authority of the Rehabilitator to deliver and
perform their obligations under the Agreement.
17. To the best knowledge of such counsel, there are no security interests,
charges, claims, liens, encumbrances or adverse interests of any kind on
the Interest and no actions, warrants or other rights to purchase,
agreement or other obligations to sell any portion of the Interest or any
portion of a claim against the Checker Entities are outstanding.
F-1-1
<PAGE>
EXHIBIT F-2
OPINION OF COUNSEL TO THE
TRUST
1. The Trust has all requisite power and authority to execute, deliver and
perform its obligations under the Agreement (defined to include Exhibits).
2. The execution, delivery and performance of the Agreement and the compliance
by the Trust with all of the provisions thereof and the consummation of the
transactions contemplated thereby will not require any consent, approval,
authorization or other order of any court or governmental body or, if so
required, all such consents, approvals, authorizations and orders have been
obtained and are in full force and effect, and will not conflict with or
constitute a breach of any of the terms or provisions of, or a default
under, any material agreement to which the Trust is a party or by which any
of the Trust's properties is bound.
3. The Agreement has been duly authorized, executed and delivered by the Trust
and constitutes the legal, valid and binding obligation of the Trust,
enforceable against the Trust in accordance with its terms, except (a) as
the enforceability thereof may be limited by bankruptcy, insolvency or
similar laws affecting creditors' rights generally and (b) that the
availability of equitable remedies may be limited by equitable principles
of general applicability. To the best of such counsel's knowledge, there
are no legal or governmental proceedings which question the power and au-
thority of the Trust to deliver and perform its obligations under the
Agreement.
4. To the best knowledge of such counsel, there are no security interests,
charges, claims, liens, encumbrances or adverse interests of any kind on
the Interest and no actions, warrants or other rights to purchase,
agreement or other obligations to sell any portion of the Interest or any
portion of a claim against the Checker Entities are outstanding.
F-2-1
<PAGE>
EXHIBIT G
OPINION OF COUNSEL TO THE CHECKER ENTITIES
1. Each of the Checker Entities has all requisite power and authority to
execute, deliver and perform his obligations under the Agreement (defined
to include Exhibits).
2. The execution, delivery and performance of the Agreement and the compliance
by the Checker Entities with all of the provisions thereof and the
consummation of the transactions contemplated thereby will not require any
consent, approval, authorization or other order of any court, regulatory
body, administrative agency or other governmental body or, if so required,
all such consents, approvals, authorizations and orders have been obtained
and are in full force and effect and will not conflict with or constitute a
breach of any of the terms or provisions of, or a default under, any
material agreement to which any of the Checker Entities is a party or by
which any of any of their properties is bound or violate or conflict with
any law, administrative regulation or ruling or court decree applicable to
the Checker Entities or any of their properties.
3. The Agreement has been duly authorized, executed and delivered by each of
the Checker Entities and constitutes the legal, valid and binding
obligation of the Checker Entities, enforceable against the Checker
Entities in accordance with its terms, except (a) as the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and (b) that the availability of equitable
remedies may be limited by equitable principles of general applicability.
To the best of counsel's knowledge, there are no legal or governmental
proceedings which question the power and authority of the Checker Entities
to deliver and perform their obligations under the Agreement.
G-1
<PAGE>
ANNUAL STATEMENT FOR THE YEAR 1993 OF THE American Country Insurance Company
SCHEDULE P - ANALYSIS OF LOSSES AND LOSS EXPENSES
Notes to Schedule P
(1) The Parts of Schedule P:
Part 1 - Detailed information on losses and loss expenses.
Part 2 - History of incurred losses and allocated expenses.
Part 3 - History of loss and allocated expense payments.
Part 4 - History of bulk and incurred-but-not-reported reserves.
Schedule P Interrogatories
(2) Lines of business A through M and R are groupings of the lines of business
used on Page 14, the state page.
(3) Reinsurance A, B, C and D (Lines N to Q) are:
Reinsurance A = Nonproportional property (1988 and subsequent)
Reinsurance B = Nonproportional liability (1988 and subsequent)
Reinsurance C = Financial lines (1988 and subsequent)
Reinsurance D = Old Schedule O, Line 30 (1987 and Prior)
(4) The Instructions to Schedule P contain directions necessary for filling out
Schedule P.
SCHEDULE P - PART 1 - SUMMARY
(000 Omitted)
<TABLE>
<CAPTION>
(1) PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
Years in --------------------------------------------- ----------------------------------------------------------------
Which (2) (3) (4) LOSS PAYMENTS ALLOCATED LOSS EXPENSE PAYMENTS
Premiums
Were Earned Direct and Ceded Net (5) (6) (7) (8)
and Losses Assumed (Cols. 2 - 3) Direct and Ceded Direct and Ceded
Were Incur. Assumed Assumed
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior X X X X X X X X X 9,820 0 850 0
2. 1984 13,055 80 12,975 9,245 0 582 0
3. 1985 18,041 87 17,954 9,919 0 749 0
4. 1986 20,287 150 20,137 11,546 578 851 128
5. 1987 26,101 173 25,928 10,929 330 809 16
6. 1988 32,223 (138) 32,361 15,766 1,690 1,491 116
7. 1989 34,340 3,313 31,027 15,037 392 1,094 15
8. 1990 40,818 4,090 36,728 26,014 9,566 1,532 472
9. 1991 44,913 5,036 39,877 15,179 286 777 20
10. 1992 46,340 5,993 40,347 13,084 118 522 10
11. 1993 46,198 5,362 40,836 7,627 61 282 0
- -----------------------------------------------------------------------------------------------------------------------------
12. TOTALS X X X X X X X X X 144,166 13,021 9,539 777
- -----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
LOSS AND LOSS EXPENSE PAYMENTS (12)
---------------------------------------------
(9) (10) (11) Number of
Total Claims
Salvage and Unallocated Net Paid Reported -
Subrogation Loss Expense (Cols. 5 - 6 Direct and
Received Payments + 7 - 8 + 10) Assumed
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior 24 2,494 13,164 X X X
2. 1984 193 2,994 12,821 X X X
3. 1985 363 3,175 13,843 X X X
4. 1986 407 3,649 15,340 X X X
5. 1987 758 3,208 14,600 X X X
6. 1988 607 4,232 19,683 X X X
7. 1989 517 4,407 20,131 X X X
8. 1990 899 3,749 21,257 X X X
9. 1991 662 4,040 19,690 X X X
10. 1992 653 3,914 17,392 X X X
11. 1993 342 3,372 11,220 X X X
- -----------------------------------------------------------------------------------
12. TOTALS 5,425 39,234 179,141 X X X
- -----------------------------------------------------------------------------------
NOTE: For "prior", report amounts paid or received in current year only. Report
cumulative amounts paid or received for specific years. Report loss payments net
of salvage and subrogation received.
<PAGE>
<CAPTION>
LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
--------------------------------------------- ---------------------------------------------------
CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
-------------------- --------------------- ------------------- -------------------------
(13) (14) (15) (16) (17) (18) (19) (20)
Direct and Ceded Direct and Ceded Direct and Ceded Direct and Ceded
Assumed Assumed Assumed Assumed
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Prior 418 0 3 0 80 0 0 0
2. 1984 594 0 0 0 139 0 0 0
3. 1985 111 0 0 0 25 0 0 0
4. 1986 380 0 4 0 82 0 0 0
5. 1987 626 0 11 0 149 0 0 0
6. 1988 4,358 993 12 0 775 83 0 0
7. 1989 4,550 233 19 0 1,031 26 1 0
8. 1990 6,864 709 131 0 1,381 69 3 0
9. 1991 12,372 5,361 904 0 1,555 186 64 0
10. 1992 9,658 721 2,355 0 1,920 88 129 0
11. 1993 10,748 1,046 9,160 0 2,098 81 975 56
- ---------------------------------------------------------------------------------------------------------------------
12. TOTALS 50,679 9,063 12,599 0 9,235 533 1,172 56
- ---------------------------------------------------------------------------------------------------------------------
<CAPTION>
(21) (22) (23) (24)
Salvage & Unallocated Tot Net Loss Number of
Subrogation Loss & Exp Unpd Claims
Anticipated Expenses (Cols. 13-14 Outstanding
Unpaid +15-16+17-18 - Direct &
+19-20+22) Assumed
- ------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior 1 4 505 X X X
2. 1984 1 3 736 X X X
3. 1985 3 1 137 X X X
4. 1986 8 2 468 X X X
5. 1987 21 4 790 X X X
6. 1988 24 20 4,089 X X X
7. 1989 76 27 5,369 X X X
8. 1990 93 36 7,637 X X X
9. 1991 215 37 9,385 X X X
10. 1992 164 51 13,304 X X X
11. 1993 143 56 21,854 X X X
- -----------------------------------------------------------------------
12. TOTALS 749 241 64,274 X X X
- -----------------------------------------------------------------------
<PAGE>
<CAPTION>
TOTAL LOSSES AND LOSS EXPENSES INCURRED LOSS AND LOSS EXPENSE PERCENTAGE
(Incurred/Premiums Earned)
------------------------------------------ ----------------------------------------
(25) (26) (27) (28) (29) (30)
Direct and Ceded Net* Direct and Ceded Net
Assumed Assumed
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior X X X X X X X X X X X X X X X X X X
2. 1984 13,557 0 13,557 103.8 0.0 104.5
3. 1985 13,980 0 13,980 77.5 0.0 77.9
4. 1986 16,514 706 15,808 81.4 470.7 78.5
5. 1987 15,736 346 15,390 60.3 200.0 59.4
6. 1988 26,654 2,882 23,772 82.7 (2,088.4) 73.5
7. 1989 26,166 666 25,500 76.2 20.1 82.2
8. 1990 39,710 10,816 28,894 97.3 264.4 78.7
9. 1991 34,928 5,853 29,075 77.8 116.2 72.9
10. 1992 31,633 937 30,696 68.3 15.6 76.1
11. 1993 34,318 1,244 33,074 74.3 23.2 81.0
12. TOTALS X X X X X X X X X X X X X X X X X X
<CAPTION>
DISCOUNT FOR TIME (33) NET BALANCE SHEET
VALUE OF MONEY RESERVES AFTER DISCOUNT
------------------- Inter-Company ----------------------------
(31) (32) Pooling (34) (35)
Participation
Loss Loss Percentage Losses Loss Expenses
Expense Unpaid Unpaid
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior 0 0 X X X 421 84
2. 1984 0 0 0.0 594 142
3. 1985 0 0 0.0 111 26
4. 1986 0 0 0.0 384 84
5. 1987 0 0 0.0 637 153
6. 1988 0 0 0.0 3,377 712
7. 1989 0 0 0.0 4,336 1,033
8. 1990 0 0 0.0 6,286 1,351
9. 1991 0 0 0.0 7,915 1,470
10. 1992 0 0 0.0 11,292 2,012
11. 1993 0 0 0.0 18,862 2,992
- -------------------------------------------------------------------------------------
12. TOTALS 0 0 X X X 54,215 10,059
- -------------------------------------------------------------------------------------
<FN>
*Net = (25 - 26) = (11 + 23)
</TABLE>
<PAGE>
ANNUAL STATEMENT FOR THE YEAR 1993 OF THE American Country Insurance Company
SCHEDULE P - PART 1A - HOMEOWNERS/FARMOWNERS
( 000 Omitted )
<TABLE>
<CAPTION>
(1) PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
Years in ------------------------------------------ -------------------------------------------------------------
Which (2) (3) (4) LOSS PAYMENTS ALLOCATED LOSS EXPENSE PAYMENTS
Premiums
Were Earned Direct and Ceded Net (5) (6) (7) (8)
and Losses Assumed (Cols. 2 - 3) Direct and Ceded Direct and Ceded
Were Incur. Assumed Assumed
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior X X X X X X X X X 0 0 0 0
2. 1984 4 0 4 0 0 0 0
3. 1985 22 7 15 11 0 1 0
4. 1986 192 18 174 68 13 0 0
5. 1987 453 56 397 198 0 19 0
6. 1988 634 2 632 462 0 6 0
7. 1989 626 136 490 199 0 5 0
8. 1990 543 25 518 340 128 28 13
9. 1991 538 17 521 595 103 32 17
10. 1992 552 195 357 326 31 14 7
11. 1993 540 161 379 98 0 1 0
- -------------------------------------------------------------------------------------------------------------------------
12. TOTALS X X X X X X X X X 2,297 262 119 37
- -------------------------------------------------------------------------------------------------------------------------
<CAPTION>
LOSS AND LOSS EXPENSE PAYMENTS (12)
-----------------------------------------
(9) (10) (11) Number of
Total Claims
Salvage and Unallocated Net Paid Reported -
Subrogation Loss Expense (Cols. 5 - 6 Direct and
Received Payments + 7 - 8 + 10) Assumed
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior 0 0 0 X X X
2. 1984 0 0 0 0
3. 1985 0 2 14 0
4. 1986 0 18 99 0
5. 1987 2 57 274 237
6. 1988 16 83 551 326
7. 1989 5 48 252 251
8. 1990 66 (29) 198 215
9. 1991 1 111 618 179
10. 1992 1 92 394 174
11. 1993 0 106 205 140
- ---------------------------------------------------------------------------
12. TOTALS 91 488 2,605 X X X
- ---------------------------------------------------------------------------
NOTE: For "prior", report amounts paid or received in current year only.
Report cumulative amounts paid or received for specific years. Report
loss payments net of salvage and subrogation received.
<PAGE>
<CAPTION>
LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
-------------------------------------------------------- -------------------------------------------------------
CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
------------------------- -------------------------- ------------------------- -------------------------
(13) (14) (15) (16) (17) (18) (19) (20)
Direct and Ceded Direct and Ceded Direct and Ceded Direct and Ceded
Assumed Assumed Assumed Assumed
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior 0 0 0 0 0 0 0 0
2. 1984 0 0 0 0 0 0 0 0
3. 1985 0 0 0 0 0 0 0 0
4. 1986 0 0 0 0 0 0 0 0
5. 1987 20 0 0 0 5 0 0 0
6. 1988 0 0 0 0 0 0 0 0
7. 1989 0 0 0 0 0 0 0 0
8. 1990 (1) 0 0 0 0 0 0 0
9. 1991 0 0 6 0 0 0 0 0
10. 1992 7 0 11 0 2 0 0 0
11. 1993 24 0 96 0 6 0 3 0
- ----------------------------------------------------------------------------------------------------------------------------------
12. TOTALS 50 0 113 13 0 3 0 1
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
(21) (22) (23) (24)
Salvage & Unallocated Tot Net Loss Number of
Subrogation Loss & Exp Unpd Claims
Anticipated Expenses (Cols. 13-14 Outstanding -
Unpaid +15-16+17-18 Direct and
+19-20+22) Assumed
- ------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior 0 0 0 0
2. 1984 0 0 0 0
3. 1985 0 0 0 0
4. 1986 0 0 0 0
5. 1987 0 0 25 1
6. 1988 0 0 0 0
7. 1989 0 0 0 0
8. 1990 1 0 (1) 0
9. 1991 0 0 6 0
10. 1992 0 0 20 2
11. 1993 0 0 129 12
- ------------------------------------------------------------------------
12. TOTALS 1 0 179 15
- ------------------------------------------------------------------------
<PAGE>
<CAPTION>
TOTAL LOSSES AND LOSS EXPENSES INCURRED LOSS AND LOSS EXPENSE PERCENTAGE
(Incurred/Premiums Earned)
----------------------------------------- ----------------------------------------
(25) (26) (27) (28) (29) (30)
Direct and Ceded Net* Direct and Ceded Net
Assumed Assumed
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior X X X X X X X X X X X X X X X X X X
2. 1984 0 0 0 0.0 0.0 0.0
3. 1985 14 0 14 63.6 0.0 93.3
4. 1986 99 0 99 51.6 0.0 56.9
5. 1987 299 0 299 66.0 0.0 75.3
6. 1988 551 0 551 86.9 0.0 87.2
7. 1989 252 0 252 40.3 0.0 51.4
8. 1990 338 141 197 62.2 564.0 38.0
9. 1991 744 120 624 138.3 705.9 119.8
10. 1992 452 38 414 81.9 19.5 116.0
11. 1993 334 0 334 61.9 0.0 88.1
- ----------------------------------------------------------------------------------------------------
12. TOTALS X X X X X X X X X X X X X X X X X X
- ----------------------------------------------------------------------------------------------------
<CAPTION>
DISCOUNT FOR TIME (33) NET BALANCE SHEET
VALUE OF MONEY --------------- RESERVES AFTER DISCOUNT
-------------------------- Inter-Company --------------------------
(31) (32) Pooling (34) (35)
Participation
Loss Loss Percentage Losses Loss Expenses
Expense Unpaid Unpaid
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior 0 0 X X X 0 0
2. 1984 0 0 0.0 0 0
3. 1985 93.3 0 0 0.0 0
4. 1986 0 0 0.0 0 0
5. 1987 0 0 0.0 20 5
6. 1988 0 0 0.0 0 0
7. 1989 0 0 0.0 0 0
8. 1990 0 0 0.0 (1) 0
9. 1991 0 0 0.0 6 0
10. 1992 0 0 0.0 18 2
11. 1993 0 0 0.0 120 9
- -------------------------------------------------------------------------------------------------
12. TOTALS 0 0 X X X 163 16
- -------------------------------------------------------------------------------------------------
<FN>
* Net = (25 - 26) = (11 + 23)
</TABLE>
<PAGE>
SCHEDULE P - PART 2 - SUMMARY
<TABLE>
<CAPTION>
(1) INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
- ----------------------------------------------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7) (8) (9)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989 1990 1991
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Prior .... * 0 0 0 0 0 0 0 0
2. 1984 ..... 8,275 9,232 8,810 9,377 9,946 10,638 10,200 9,901
3. 1985 ..... X X X 10,516 10,601 10,247 10,966 11,741 11,015 10,995
4. 1986 ..... X X X X X X 12,110 12,048 12,768 12,724 12,314 12,019
5. 1987 ..... X X X X X X X X X 16,042 12,097 12,985 12,972 13,135
6. 1988 ..... X X X X X X X X X X X X 20,093 17,954 20,558 20,467
7. 1989 ..... X X X X X X X X X X X X X X X 20,332 20,563 19,447
8. 1990 ..... X X X X X X X X X X X X X X X X X X 23,256 23,136
9. 1991 ..... X X X X X X X X X X X X X X X X X X X X X 30,467
10. 1992 ..... X X X X X X X X X X X X X X X X X X X X X X X X
11. 1993 ..... X X X X X X X X X X X X X X X X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
INCURRED LOSSES AND ALLOCATED EXPENSES
REPORTED AT YEAR END (000 OMITTED) DEVELOPMENT**
- --------------------------------------- ------------------------------
(10) (11) (12) (13)
1992 1993 One Year Two Year
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior .... * 0 0 0 0
2. 1984 ..... 10,361 10,560 199 659
3. 1985 ..... 10,758 10,804 46 (191)
4. 1986 ..... 12,200 12,157 (43) 138
5. 1987 ..... 12,778 12,178 (600) (957)
6. 1988 ..... 20,210 19,520 (690) (947)
7. 1989 ..... 20,898 21,066 168 1,619
8. 1990 ..... 24,731 25,109 378 1,973
9. 1991 ..... 24,457 24,998 541 (5,469)
10. 1992 ..... 29,930 26,731 (3,199) X X X
11. 1993 ..... X X X 29,646 X X X X X X
- -----------------------------------------------------------------------------
12. TOTALS (3,200) (3,175)
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
<FN>
* Reported reserves only. Subsequent development relates only to subsequent
payments and reserves.
** Current year less first or second prior year, showing (redundant) or
adverse.
</TABLE>
<PAGE>
SCHEDULE P - PART 3 -SUMMARY
<TABLE>
<CAPTION>
(1) CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
- ----------------------------------------------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7) (8) (9)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989 1990 1991
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Prior .... 0 0 0 0 0 0 0 0 0 0
2. 1984 ..... 2,610 4,858 5,847 6,913 7,724 8,335 8,809 9,445
3. 1985 ..... X X X 3,431 5,942 7,109 7,511 8,443 8,766 9,548
4. 1986 ..... X X X X X X 3,351 5,798 6,778 8,133 8,830 9,897
5. 1987 ..... X X X X X X X X X 3,807 6,230 8,168 8,923 9,693
6. 1988 ..... X X X X X X X X X X X X 4,990 8,749 10,689 12,785
7. 1989 ..... X X X X X X X X X X X X X X X 5,400 9,554 12,529
8. 1990 ..... X X X X X X X X X X X X X X X X X X 6,786 12,075
9. 1991 ..... X X X X X X X X X X X X X X X X X X X X X 6,792
10. 1992 ..... X X X X X X X X X X X X X X X X X X X X X X X X
11. 1993 ..... X X X X X X X X X X X X X X X X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
(12) (13)
(10) (11) Number of Number of
Claims Claims Closed
1992 1993 Closed With Without
Loss Payment Loss Payment
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior .... 0 0 X X X X X X
2. 1984 ..... 9,622 9,827 X X X X X X
3. 1985 ..... 10,283 10,668 X X X X X X
4. 1986 ..... 10,801 11,691 X X X X X X
5. 1987 ..... 10,469 11,392 X X X X X X
6. 1988 ..... 14,186 15,451 X X X X X X
7. 1989 ..... 14,237 15,724 X X X X X X
8. 1990 ..... 15,333 17,508 X X X X X X
9. 1991 ..... 12,712 15,650 X X X X X X
10. 1992 ..... 7,306 13,478 X X X X X X
11. 1993 ..... X X X 7,848 X X X X X X
- ----------------------------------------------------------------------------
</TABLE>
NOTE: Net of salvage and subrogation received.
SCHEDULE P - PART 4 - SUMMARY
<PAGE>
<TABLE>
<CAPTION>
(1) BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
- -----------------------------------------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ............. 0 0 0 0 0 0
2. 1984 .............. 1,506 100 0 1 1 0
3. 1985 .............. X X X 2,115 235 23 6 3
4. 1986 .............. X X X X X X 3,515 130 45 22
5. 1987 .............. X X X X X X X X X 5,270 300 174
6. 1988 .............. X X X X X X X X X X X X 5,914 294
7. 1989 .............. X X X X X X X X X X X X X X X 7,233
8. 1990 .............. X X X X X X X X X X X X X X X X X X
9. 1991 .............. X X X X X X X X X X X X X X X X X X
10. 1992 .............. X X X X X X X X X X X X X X X X X X
11. 1993 .............. X X X X X X X X X X X X X X X X X X
- -----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
- ----------------------------------------------------------------------------------------
(8) (9) (10) (11)
1990 1991 1992 1993
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior ............. 0 0 0 3
2. 1984 .............. 1 0 0 0
3. 1985 .............. 4 0 1 0
4. 1986 .............. 15 6 4 4
5. 1987 .............. 42 25 8 11
6. 1988 .............. 851 65 22 12
7. 1989 .............. 2,622 130 55 20
8. 1990 .............. 6,762 302 143 134
9. 1991 .............. X X X 11,445 128 968
10. 1992 .............. X X X X X X 12,092 2,484
11. 1993 .............. X X X X X X X X X 10,079
- ----------------------------------------------------------------------------------------
</TABLE>
<PAGE>
ANNUAL STATEMENT FOR THE YEAR 1993 OF THE American Country Insurance Company
SCHEDULE P - PART 1B
PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
<TABLE>
<CAPTION>
( 000 Omitted )
LOSS AND LOSS
(1) PREMIUMS EARNED EXPENSE PAYMENTS
Years in -------------------------------------------- ----------------------------
Which (2) (3) (4) LOSS PAYMENTS
Premiums ----------------------------
Were Earned Direct and Ceded Net (5) (6)
and Losses Assumed (Cols. 2 - 3) Direct and Ceded
Were Incur. Assumed
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior X X X X X X X X X 0 0
2. 1984 612 70 542 477 0
3. 1985 1,539 73 1,466 992 0
4. 1986 1,378 120 1,258 1,370 262
5. 1987 1,785 125 1,660 949 (28)
6. 1988 1,976 227 1,749 1,218 103
7. 1989 1,745 21 1,724 1,169 0
8. 1990 1,817 314 1,503 873 0
9. 1991 2,170 311 1,859 1,451 102
10. 1992 2,423 (29) 2,452 1,291 0
11. 1993 2,163 551 1,612 449 0
- -------------------------------------------------------------------------------------------
12. TOTALS X X X X X X X X X 10,239 439
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
<CAPTION>
LOSS AND LOSS EXPENSE PAYMENTS (12)
---------------------------------------------------------------------------------
ALLOCATED LOSS EXPENSE PAYMENTS (9) (10) (11) Number of
------------------------------- Total Claims
(7) (8) Salvage and Unallocated Net Paid Reported -
Direct and Ceded Subrogation Loss Expense (Cols. 5 - 6 Direct and
Assumed Received Payments + 7 - 8 + 10) Assumed
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior 0 0 0 0 0 X X X
2. 1984 36 0 6 83 596 0
3. 1985 66 0 23 276 1,334 0
4. 1986 89 3 10 206 1,400 0
5. 1987 83 0 138 237 1,297 1,027
6. 1988 83 (1) 5 242 1,441 1,030
7. 1989 46 0 4 296 1,511 871
8. 1990 35 0 5 173 1,081 854
9. 1991 30 1 6 287 1,665 1,433
10. 1992 40 0 5 278 1,609 1,026
11. 1993 8 0 1 182 639 870
- --------------------------------------------------------------------------------------------------------------
12. TOTALS 516 3 203 2,260 12,573 X X X
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
<FN>
NOTE: For "prior", report amounts paid or received in current year only. Report
cumulative amounts paid or received for specific years. Report loss
payments net of salvage and subrogation received.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOSSES UNPAID
--------------------------------------------------------
CASE BASIS BULK + IBNR
-------------------------- -----------------------------
(13) (14) (15) (16)
Direct and Ceded Direct and Ceded
Assumed Assumed
- ----------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior 0 0 0 0
2. 1984 0 0 0 0
3. 1985 0 0 0 0
4. 1986 1 0 0 0
5. 1987 135 0 0 0
6. 1988 203 31 0 0
7. 1989 180 0 0 0
8. 1990 144 0 0 0
9. 1991 177 1 30 0
10. 1992 592 65 59 0
11. 1993 836 301 505 0
- ----------------------------------------------------------------------
12. TOTALS 2,268 398 594 0
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
<CAPTION>
ALLOCATED LOSS EXPENSES UNPAID (21) (22) (23) (24)
--------------------------------------------------------
CASE BASIS BULK + IBNR Salvage & Unallocated Tot Net Loss Number of
-------------------------- ----------------------------- Subrogation Loss & Exp Unpd Claims
(17) (18) (19) (20) Anticipated Expenses (Cols. 13-14 Outstanding -
Direct and Ceded Direct and Ceded Unpaid +15-16+17-18 Direct and
Assumed Assumed +19-20+22) Assumed
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Prior 0 0 0 0 0 0 0 0
2. 1984 0 0 0 0 0 0 0 0
3. 1985 0 0 0 0 0 0 0 0
4. 1986 0 0 0 0 0 0 1 1
5. 1987 29 0 0 0 0 1 165 7
6. 1988 36 1 0 0 0 1 208 9
7. 1989 38 0 0 0 0 1 219 17
8. 1990 31 0 0 0 0 1 176 12
9. 1991 37 0 1 0 0 1 245 23
10. 1992 112 2 1 0 0 3 700 51
11. 1993 114 7 13 0 0 3 1,163 164
- ---------------------------------------------------------------------------------------------------------------------------------
12. TOTALS 397 10 15 0 0 11 2,877 284
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE
EXPENSES INCURRED (Incurred/Premiums Earned)
----------------------------------------------------------------------------------------------
(25) (26) (27) (28) (29) (30)
Direct and Ceded Net* Direct and Ceded Net
Assumed Assumed
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior X X X X X X X X X X X X X X X X X X
2. 1984 596 0 596 97.4 0.0 110.0
3. 1985 1,334 0 1,334 86.7 0.0 91.0
4. 1986 1,666 265 1,401 120.9 220.8 111.4
5. 1987 1,434 (28) 1,462 80.3 (22.4) 88.1
6. 1988 1,783 134 1,649 90.2 59.0 94.3
7. 1989 1,730 0 1,730 99.1 0.0 100.3
8. 1990 1,257 0 1,257 69.2 0.0 83.6
9. 1991 2,014 104 1,910 92.8 33.4 102.7
10. 1992 2,376 67 2,309 98.1 (231.0) 94.2
11. 1993 2,110 308 1,802 97.5 55.9 111.8
- ------------------------------------------------------------------------------------------------------------
12. TOTALS X X X X X X X X X X X X X X X X X X
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
<CAPTION>
DISCOUNT FOR (33) NET BALANCE SHEET
TIME VALUE OF MONEY RESERVES AFTER DISCOUNT
---------------------------- Inter-Company --------------------------------
(31) (32) Pooling (34) (35)
Participation
Loss Loss Percentage Losses Loss Expenses
Expense Unpaid Unpaid
- -----------------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
1. Prior 0 0 X X X 0 0
2. 1984 0 0 0.0 0 0
3. 1985 0 0 0.0 0 0
4. 1986 0 0 0.0 1 0
5. 1987 0 0 0.0 135 30
6. 1988 0 0 0.0 172 36
7. 1989 0 0 0.0 180 39
8. 1990 0 0 0.0 144 32
9. 1991 0 0 0.0 206 39
10. 1992 0 0 0.0 586 114
11. 1993 0 0 0.0 1,040 123
- -----------------------------------------------------------------------------------------
12. TOTALS 0 0 X X X 2,464 413
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
<FN>
* Net = (25 - 26) = (11 + 23)
</TABLE>
<PAGE>
ANNUAL STATEMENT FOR THE YEAR 1993 OF THE American Country Insurance Company
SCHEDULE P - PART 1C
COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
( 000 Omitted )
<TABLE>
<CAPTION>
LOSS AND LOSS
(1) PREMIUMS EARNED EXPENSE PAYMENTS
Years in -------------------------------------------- ----------------------------
Which (2) (3) (4) LOSS PAYMENTS
Premiums -----------------------------
Were Earned Direct and Ceded Net (5) (6)
and Losses Assumed (Cols. 2 - 3) Direct and Ceded
Were Incur. Assumed
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior X X X X X X X X X 56 0
2. 1984 199 12 187 166 0
3. 1985 413 19 394 250 0
4. 1986 656 55 601 205 0
5. 1987 890 91 799 403 0
6. 1988 1,374 (7) 1,381 1,640 875
7. 1989 1,463 235 1,228 1,472 251
8. 1990 1,933 1,166 767 2,212 1,132
9. 1991 2,025 (153) 2,178 711 0
10. 1992 2,151 1,374 777 724 0
11. 1993 2,136 393 1,743 334 0
- -------------------------------------------------------------------------------------------
12. TOTALS X X X X X X X X X 8,173 2,258
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
<CAPTION>
LOSS AND LOSS EXPENSE PAYMENTS (12)
--------------------------------------------------------------------------------
ALLOCATED LOSS EXPENSE PAYMENTS (9) (10) (11) Number of
------------------------------- Total Claims
(7) (8) Salvage and Unallocated Net Paid Reported -
Direct and Ceded Subrogation Loss Expense (Cols. 5 - 6 Direct and
Assumed Received Payments + 7 - 8 + 10) Assumed
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior 20 0 0 6 82 X X X
2. 1984 5 0 0 152 323 0
3. 1985 10 0 1 62 322 0
4. 1986 15 0 7 237 457 0
5. 1987 51 0 15 245 699 326
6. 1988 74 57 1 296 1,078 546
7. 1989 64 10 1 375 1,650 716
8. 1990 66 35 4 307 1,418 836
9. 1991 35 0 9 133 879 695
10. 1992 27 0 2 158 909 657
11. 1993 12 0 1 172 518 634
- ----------------------------------------------------------------------------------------------------------------
12. TOTALS 379 102 41 2,143 8,335 X X X
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
<FN>
NOTE: For "prior", report amounts paid or received in current year only. Report
cumulative amounts paid or received for specific years. Report loss
payments net of salvage and subrogation received.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
- --------------------------------------------------------------------- --------------------------------------------------------
CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
------------------------- ------------------------- ------------------------- --------------------------
(13) (14) (15) (16) (17) (18) (19) (20)
Direct and Ceded Direct and Ceded Direct and Ceded Direct and Ceded
Assumed Assumed Assumed Assumed
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Prior 114 0 0 0 24 0 0 0
2. 1984 0 0 0 0 0 0 0 0
3. 1985 0 0 0 0 0 0 0 0
4. 1986 0 0 0 0 0 0 0 0
5. 1987 12 0 0 0 3 0 0 0
6. 1988 322 185 0 0 29 18 0 0
7. 1989 18 0 0 0 4 0 0 0
8. 1990 144 0 0 0 31 0 0 0
9. 1991 688 357 21 0 70 36 0 0
10. 1992 735 30 43 0 150 3 1 0
11. 1993 301 0 364 0 64 0 8 0
- ----------------------------------------------------------------------------------------------------------------------------------
12. TOTALS 2,334 572 428 0 375 57 9 0
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
(21) (22) (23) (24)
Salvage & Unallocated Tot Net Loss Number of
Subrogation Loss & Exp Unpd Claims
Anticipated Expenses (Cols. 13-14 Outstanding -
Unpaid +15-16+17-18 Direct and
+19-20+22) Assumed
- -----------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior 0 1 139 13
2. 1984 0 0 0 0
3. 1985 0 0 0 0
4. 1986 0 0 0 0
5. 1987 0 0 15 1
6. 1988 0 1 149 9
7. 1989 0 0 22 11
8. 1990 0 1 176 21
9. 1991 0 1 387 29
10. 1992 2 5 901 36
11. 1993 1 2 739 145
- -----------------------------------------------------------------------
12. TOTALS 3 11 2,528 265
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE
EXPENSES INCURRED (Incurred/Premiums Earned)
--------------------------------------------- -------------------------------------------
(25) (26) (27) (28) (29) (30)
Direct and Ceded Net* Direct and Ceded Net
Assumed Assumed
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior X X X X X X X X X X X X X X X X X X
2. 1984 323 0 323 162.3 0.0 172.7
3. 1985 322 0 322 78.0 0.0 81.7
4. 1986 457 0 457 69.7 0.0 76.0
5. 1987 714 0 714 80.2 0.0 89.4
6. 1988 2,362 1,135 1,227 171.9 (16,214.3) 88.8
7. 1989 1,933 261 1,672 132.1 111.1 136.2
8. 1990 2,761 1,167 1,594 142.8 100.1 207.8
9. 1991 1,659 393 1,266 81.9 (256.9) 58.1
10. 1992 1,843 33 1,810 85.7 2.4 232.9
11. 1993 1,257 0 1,257 58.8 0.0 72.1
- ------------------------------------------------------------------------------------------------------------
12. TOTALS X X X X X X X X X X X X X X X X X X
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
<CAPTION>
DISCOUNT FOR (33) NET BALANCE SHEET
TIME VALUE OF MONEY RESERVES AFTER DISCOUNT
------------------------------ Inter-Company --------------------------------
(31) (32) Pooling (34) (35)
Participation
Loss Loss Percentage Losses Loss Expenses
Expense Unpaid Unpaid
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior 0 0 X X X 114 25
2. 1984 0 0 0.0 0 0
3. 1985 0 0 0.0 0 0
4. 1986 0 0 0.0 0 0
5. 1987 0 0 0.0 12 3
6. 1988 0 0 0.0 137 12
7. 1989 0 0 0.0 18 4
8. 1990 0 0 0.0 144 32
9. 1991 0 0 0.0 352 35
10. 1992 0 0 0.0 748 153
11. 1993 0 0 0.0 665 74
- -------------------------------------------------------------------------------------------
12. TOTALS 0 0 X X X 2,190 338
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
<FN>
* Net = (25 - 26) = (11 + 23)
</TABLE>
<PAGE>
ANNUAL STATEMENT FOR THE YEAR 1993 OF THE American Country Insurance Company
SCHEDULE P - PART 1D - WORKERS' COMPENSATION
( 000 Omitted )
<TABLE>
<CAPTION>
LOSS AND LOSS
(1) PREMIUMS EARNED EXPENSE PAYMENTS
Years in --------------------------------------------- ----------------------------
Which (2) (3) (4) LOSS PAYMENTS
Premiums ----------------------------
Were Earned Direct and Ceded Net (5) (6)
and Losses Assumed (Cols. 2 - 3) Direct and Ceded
Were Incur. Assumed
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior X X X X X X X X X 85 0
2. 1984 695 84 611 691 0
3. 1985 1,780 190 1,590 689 0
4. 1986 2,090 272 1,818 1,774 0
5. 1987 2,498 (25) 2,523 1,855 169
6. 1988 4,073 (66) 4,139 3,559 301
7. 1989 6,200 706 5,494 3,933 67
8. 1990 9,507 733 8,774 5,735 294
9. 1991 11,807 1,411 10,396 4,759 53
10. 1992 13,292 149 13,143 3,755 0
11. 1993 12,844 1,204 11,640 1,692 0
- -------------------------------------------------------------------------------------------
12. TOTALS X X X X X X X X X 28,527 884
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
<CAPTION>
LOSS AND LOSS EXPENSE PAYMENTS (12)
- -----------------------------------------------------------------------------------------------
ALLOCATED LOSS EXPENSE PAYMENTS (9) (10) (11) Number of
-------------------------------- Total Claims
(7) (8) Salvage and Unallocated Net Paid Reported -
Direct and Ceded Subrogation Loss Expense (Cols. 5 - 6 Direct and
Assumed Received Payments + 7 - 8 + 10) Assumed
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior 1 0 0 5 91 X X X
2. 1984 49 0 11 159 899 0
3. 1985 74 0 2 226 989 0
4. 1986 158 0 22 359 2,291 0
5. 1987 194 11 93 390 2,259 2,586
6. 1988 443 31 49 638 4,308 4,708
7. 1989 279 3 76 680 4,822 5,602
8. 1990 380 35 274 486 6,272 7,923
9. 1991 248 2 68 407 5,359 7,194
10. 1992 168 0 9 517 4,440 6,402
11. 1993 92 0 0 453 2,237 3,704
- ----------------------------------------------------------------------------------------------------------------
12. TOTALS 2,086 82 604 4,320 33,967 X X X
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
<FN>
NOTE: For "prior", report amounts paid or received in current year only. Report
cumulative amounts paid or received for specific years. Report loss
payments net of salvage and subrogation received.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOSSES UNPAID
----------------------------------------------------------
CASE BASIS BULK + IBNR
--------------------------- ---------------------------
(13) (14) (15) (16)
Direct and Ceded Direct and Ceded
Assumed Assumed
- -----------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior 179 0 3 0
2. 1984 1 0 0 0
3. 1985 10 0 0 0
4. 1986 82 0 4 0
5. 1987 69 0 11 0
6. 1988 532 252 12 0
7. 1989 580 58 19 0
8. 1990 1,250 103 80 0
9. 1991 1,593 1 413 0
10. 1992 2,638 400 1,575 0
11. 1993 2,814 273 3,086 0
- -----------------------------------------------------------------------
12. TOTALS 9,748 1,087 5,203 0
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
<CAPTION>
ALLOCATED LOSS EXPENSES UNPAID (21) (22) (23) (24)
---------------------------------------------------
CASE BASIS BULK + IBNR Salvage & Unallocated Tot Net Loss Number of
------------------- ------------------------ Subrogation Loss & Exp Unpd Claims
(17) (18) (19) (20) Anticipated Expenses (Cols. 13-14 Outstanding -
Direct and Ceded Direct and Ceded Unpaid +15-16+17-18 Direct and
Assumed Assumed +19-20+22) Assumed
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Prior 27 0 0 0 1 2 211 1
2. 1984 0 0 0 0 0 0 1 2
3. 1985 1 0 0 0 2 0 11 0
4. 1986 12 0 0 0 5 0 98 2
5. 1987 10 0 0 0 10 0 90 6
6. 1988 41 38 0 0 14 2 297 20
7. 1989 78 9 1 0 47 3 614 37
8. 1990 170 15 3 0 58 6 1,391 94
9. 1991 236 0 15 0 169 8 2,264 122
10. 1992 332 60 31 0 63 12 4,128 209
11. 1993 377 41 140 0 1 13 6,116 543
- -------------------------------------------------------------------------------------------------------------------------
12. TOTALS 1,284 163 190 0 370 46 15,221 1,036
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE
EXPENSES INCURRED (Incurred/Premiums Earned)
------------------------------------------- ----------------------------------------------
(25) (26) (27) (28) (29) (30)
Direct and Ceded Net* Direct and Ceded Net
Assumed Assumed
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior X X X X X X X X X X X X X X X X X X
2. 1984 900 0 900 129.5 0.0 147.3
3. 1985 1,000 0 1,000 56.2 0.0 62.9
4. 1986 2,389 0 2,389 114.3 0.0 131.4
5. 1987 2,529 180 2,349 101.2 (720.0) 93.1
6. 1988 5,227 622 4,605 128.3 (942.4) 111.3
7. 1989 5,573 137 5,436 89.9 19.4 98.9
8. 1990 8,110 447 7,663 85.3 61.0 87.3
9. 1991 7,679 56 7,623 65.0 4.0 73.3
10. 1992 9,028 460 8,568 67.9 308.7 65.2
11. 1993 8,667 314 8,353 67.5 26.1 71.8
- ------------------------------------------------------------------------------------------------------------
12. TOTALS X X X X X X X X X X X X X X X X X X
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
<CAPTION>
DISCOUNT FOR (33) NET BALANCE SHEET
TIME VALUE OF MONEY RESERVES AFTER DISCOUNT
------------------------- Inter-Company -------------------------------
(31) (32) Pooling (34) (35)
Participation
Loss Loss Percentage Losses Loss Expenses
Expense Unpaid Unpaid
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior 0 0 X X X 182 29
2. 1984 0 0 0.0 1 0
3. 1985 0 0 0.0 10 1
4. 1986 0 0 0.0 86 12
5. 1987 0 0 0.0 80 10
6. 1988 0 0 0.0 292 5
7. 1989 0 0 0.0 541 73
8. 1990 0 0 0.0 1,227 164
9. 1991 0 0 0.0 2,005 259
10. 1992 0 0 0.0 3,813 315
11. 1993 0 0 0.0 5,627 489
- -------------------------------------------------------------------------------------------
12. TOTALS 0 0 X X X 13,864 1,357
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
<FN>
* Net = (25 - 26) = (11 + 23)
</TABLE>
<PAGE>
ANNUAL STATEMENT FOR THE YEAR 1993 OF THE American Country Insurance Company
SCHEDULE P - PART 1E - COMMERCIAL MULTIPLE PERIL
<TABLE>
<CAPTION>
( 000 Omitted )
(1) PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
Years in -------------------------------------------- ----------------------------------------------------------
Which (2) (3) (4) LOSS PAYMENTS ALLOCATED LOSS EXPENSE PAYMENTS
Premiums -------------------- -------------------------------
Were Earned Direct and Ceded Net (5) (6) (7) (8)
and Losses Assumed (Cols. 2 - 3) Direct and Ceded Direct and Ceded
Were Incur. Assumed Assumed
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior X X X X X X X X X 0 0 0 0
2. 1984 45 6 39 8 0 0 0
3. 1985 694 119 575 80 0 8 0
4. 1986 1,915 384 1,531 835 316 278 125
5. 1987 3,737 630 3,107 964 165 137 5
6. 1988 4,141 983 3,158 1,470 210 252 13
7. 1989 4,509 340 4,169 868 0 153 2
8. 1990 5,578 379 5,199 2,374 1,012 361 65
9. 1991 5,536 1,562 3,974 1,278 0 247 0
10. 1992 5,648 1,739 3,909 1,253 40 89 3
11. 1993 5,260 1,280 3,980 1,086 0 64 0
- -------------------------------------------------------------------------------------------------------------------------
12. TOTALS X X X X X X X X X 10,216 1,743 1,589 213
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
NOTE: For "prior", report amounts paid or received in current year
only. Report cumulative amounts paid or received for specific
years. Report loss payments net of salvage and subrogation
received.
<CAPTION>
LOSS AND LOSS EXPENSE PAYMENTS
- ----------------------------------------------------------- (12)
(9) (10) (11) Number of
Total Claims
Salvage and Unallocated Net Paid Reported -
Subrogation Loss Expense (Cols. 5 - 6 Direct and
Received Payments + 7 - 8 + 10) Assumed
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior 0 0 0 X X X
2. 1984 0 2 10 0
3. 1985 2 18 106 0
4. 1986 29 105 777 0
5. 1987 74 163 1,094 408
6. 1988 124 295 1,794 468
7. 1989 54 250 1,269 460
8. 1990 81 241 1,899 507
9. 1991 28 401 1,926 559
10. 1992 76 403 1,702 602
11. 1993 29 361 1,511 525
- ---------------------------------------------------------------------------
12. TOTALS 497 2,239 12,088 X X X
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
---------------------------------------------------- ------------------------------------------------
CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
--------------------- ---------------------- ---------------------- ------------------
(13) (14) (15) (16) (17) (18) (19) (20)
Direct and Ceded Direct and Ceded Direct and Ceded Direct and Ceded
Assumed Assumed Assumed Assumed
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Prior 0 0 0 0 0 0 0 0
2. 1984 0 0 0 0 0 0 0 0
3. 1985 0 0 0 0 0 0 0 0
4. 1986 0 0 0 0 0 0 0 0
5. 1987 52 0 0 0 14 0 0 0
6. 1988 83 0 0 0 21 0 0 0
7. 1989 765 150 0 0 159 15 0 0
8. 1990 1,900 481 0 0 367 48 0 0
9. 1991 2,875 1,502 52 0 355 150 5 0
10. 1992 1,074 226 104 0 219 23 10 0
11. 1993 1,179 191 886 0 255 19 89 0
- --------------------------------------------------------------------------------------------------------------------------
12. TOTALS 7,928 2,550 1,042 0 1,390 255 104 0
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
<CAPTION>
(21) (22) (23) (24)
Salvage & Unallocated Tot Net Loss Number of
Subrogation Loss & Exp Unpd Claims
Anticipated Expenses (Cols. 13-14 Outstanding -
Unpaid +15-16+17-18 Direct and
+19-20+22) Assumed
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior 0 0 0 0
2. 1984 0 0 0 0
3. 1985 0 0 0 0
4. 1986 0 0 0 0
5. 1987 0 0 66 2
6. 1988 0 1 105 4
7. 1989 0 5 764 18
8. 1990 0 10 1,748 36
9. 1991 2 7 1,642 66
10. 1992 11 6 1,164 68
11. 1993 5 8 2,207 148
- ----------------------------------------------------------------------------------
12. TOTAL 18 37 7,696 342
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE
EXPENSES INCURRED (Incurred/Premiums Earned)
----------------------------------------- ----------------------------------------
(25) (26) (27) (28) (29) (30)
Direct and Ceded Net* Direct and Ceded Net
Assumed Assumed
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior X X X X X X X X X X X X X X X X X X
2. 1984 10 0 10 22.2 0.0 25.6
3. 1985 106 0 106 15.3 0.0 18.4
4. 1986 1,218 441 777 63.6 114.8 50.8
5. 1987 1,330 170 1,160 35.6 27.0 37.3
6. 1988 2,122 223 1,899 51.2 22.7 60.1
7. 1989 2,200 167 2,033 48.8 49.1 48.8
8. 1990 5,253 1,606 3,647 94.2 423.7 70.1
9. 1991 5,220 1,652 3,568 94.3 105.8 89.8
10. 1992 3,158 292 2,866 55.9 16.8 73.3
11. 1993 3,928 210 3,718 74.7 16.4 93.4
- -------------------------------------------------------------------------------------------------------------------------
12. TOTALS X X X X X X X X X X X X X X X X X X
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
<CAPTION>
DISCOUNT FOR (33) NET BALANCE SHEET
TIME VALUE OF MONEY RESERVES AFTER DISCOUNT
-------------------- Inter-Company -----------------------
(31) (32) Pooling (34) (35)
Participation
Loss Loss Percentage Losses Loss Expenses
Expense Unpaid Unpaid
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior 0 0 X X X 0 0
2. 1984 0 0 0.0 0 0
3. 1985 0 0 0.0 0 0
4. 1986 0 0 0.0 0 0
5. 1987 0 0 0.0 52 14
6. 1988 0 0 0.0 83 22
7. 1989 0 0 0.0 615 149
8. 1990 0 0 0.0 1,419 329
9. 1991 0 0 0.0 1,425 217
10. 1992 0 0 0.0 952 212
11. 1993 0 0 0.0 1,874 333
- -----------------------------------------------------------------------------------------
12. TOTALS 0 0 X X X 6,420 1,276
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
<FN>
* Net = (25 - 26) = (11 + 23)
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Part 1F, Sec 1 - Medical Malpractice
None
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Part 1F, Sec 2 - Medical Malpractice Claims Made
None
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Part 1G, Special Liability, Etc.
None
</TABLE>
<PAGE>
ANNUAL STATEMENT FOR THE YEAR 1993 OF THE American Country Insurance Company
SCHEDULE P - PART 1H - SECTION 1
OTHER LIABILITY - OCCURRENCE
( 000 Omitted )
<TABLE>
<CAPTION>
(1) PREMIUMS EARNED LOSS AND EXPENSE PAYMENTS
Years in -------------------------------------------- ------------------------------
Which (2) (3) (4) LOSS PAYMENTS
Premiums ------------------------------
Were Earned Direct and Ceded Net (5) (6)
and Losses Assumed (Cols. 2 - 3) Direct and Ceded
Were Incur. Assumed
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior X X X X X X X X X 0 0
2. 1984 24 4 20 31 0
3. 1985 217 64 153 206 0
4. 1986 648 294 354 86 0
5. 1987 505 44 461 151 0
6. 1988 940 5 935 611 147
7. 1989 1,673 753 920 175 0
8. 1990 2,006 1,120 886 7,279 7,000
9. 1991 1,754 909 845 53 0
10. 1992 1,554 1,855 (301) 78 0
11. 1993 1,291 705 586 4 0
- ---------------------------------------------------------------------------------------------
12. TOTALS X X X X X X X X X 8,674 7,147
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
<CAPTION>
LOSS AND LOSS EXPENSE PAYMENTS (12)
------------------------------------------------------------------------------
ALLOCATED LOSS EXPENSE PAYMENTS (9) (10) (11) Number of
------------------------------- Total Claims
(7) (8) Salvage and Unallocated Net Paid Reported -
Direct and Ceded Subrogation Loss Expense (Cols. 5 - 6 Direct and
Assumed Received Payments + 7 - 8 + 10) Assumed
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior 0 0 0 0 0 X X X
2. 1984 29 0 0 11 71 0
3. 1985 31 0 5 52 289 0
4. 1986 24 0 13 35 145 0
5. 1987 43 0 9 47 241 64
6. 1988 261 16 11 109 818 88
7. 1989 42 0 5 61 278 63
8. 1990 363 324 9 91 409 47
9. 1991 24 0 11 133 210 45
10. 1992 19 0 7 0 97 28
11. 1993 12 0 0 69 85 21
- -----------------------------------------------------------------------------------------------------------
12. TOTALS 848 340 70 608 2,643 X X X
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
<FN>
NOTE: For "prior", report amounts paid or received in current year only.
Report cumulative amounts paid or received for specific years. Report
loss payments net of salvage and subrogation received.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
------------------------------------------------------- -----------------------------------------------------
CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
------------------------- -------------------------- ------------------------- -------------------------
(13) (14) (15) (16) (17) (18) (19) (20)
Direct and Ceded Direct and Ceded Direct and Ceded Direct and Ceded
Assumed Assumed Assumed Assumed
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Prior 0 0 0 0 0 0 0 0
2. 1984 0 0 0 0 0 0 0 0
3. 1985 0 0 0 0 0 0 0 0
4. 1986 0 0 0 0 0 0 0 0
5. 1987 53 0 0 0 18 0 0 0
6. 1988 665 525 0 0 48 26 0 0
7. 1989 433 25 0 0 141 2 0 0
8. 1990 196 125 0 0 25 6 0 0
9. 1991 149 0 60 0 51 0 0 0
10. 1992 18 0 19 0 6 0 1 0
11. 1993 96 0 114 0 33 0 4 0
- -------------------------------------------------------------------------------------------------------------------------
12. TOTALS 1,610 675 193 0 322 34 5 0
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
<CAPTION>
(21) (22) (23) (24)
Salvage & Unallocated Tot Net Loss Number of
Subrogation Loss & Exp Unpd Claims
Anticipated Expenses (Cols. 13-14 Outstanding -
Unpaid +15-16+17-18 Direct and
+19-20+22) Assumed
- ------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior 0 0 0 0
2. 1984 0 0 0 0
3. 1985 0 0 0 0
4. 1986 0 0 0 0
5. 1987 0 1 72 3
6. 1988 0 1 163 8
7. 1989 0 4 551 9
8. 1990 0 0 90 6
9. 1991 0 1 261 6
10. 1992 0 0 44 5
11. 1993 0 1 248 7
- ------------------------------------------------------------------------
12. TOTALS 0 8 1,429 44
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE
EXPENSES INCURRED (Incurred/Premiums Earned)
--------------------------------------------- ---------------------------------------------
(25) (26) (27) (28) (29) (30)
Direct and Ceded Net* Direct and Ceded Net
Assumed Assumed
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior X X X X X X X X X X X X X X X X X X
2. 1984 71 0 71 295.8 0.0 355.0
3. 1985 289 0 289 133.2 0.0 188.9
4. 1986 145 0 145 22.4 0.0 41.0
5. 1987 313 0 313 62.0 0.0 67.9
6. 1988 1,695 714 981 180.3 14,280.0 104.9
7. 1989 856 27 829 51.2 3.6 90.1
8. 1990 7,954 7,455 499 396.5 665.6 56.3
9. 1991 471 0 471 26.9 0.0 55.7
10. 1992 141 0 141 9.1 0.0 (46.8)
11. 1993 333 0 333 25.8 0.0 56.8
- ------------------------------------------------------------------------------------------------------------
12. TOTALS X X X X X X X X X X X X X X X X X X
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
<CAPTION>
DISCOUNT FOR (33) NET BALANCE SHEET
TIME VALUE OF MONEY RESERVES AFTER DISCOUNT
------------------------- ----------------------------
Inter-Company
(31) (32) Pooling (34) (35)
Participation
Loss Loss Percentage Losses Loss Expenses
Expense Unpaid Unpaid
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior 0 0 X X X 0 0
2. 1984 0 0 0.0 0 0
3. 1985 0 0 0.0 0 0
4. 1986 0 0 0.0 0 0
5. 1987 0 0 0.0 53 19
6. 1988 0 0 0.0 140 23
7. 1989 0 0 0.0 408 143
8. 1990 0 0 0.0 71 19
9. 1991 0 0 0.0 209 52
10. 1992 0 0 0.0 37 7
11. 1993 0 0 0.0 210 38
- --------------------------------------------------------------------------------------------
12. TOTALS 0 0 X X X 1,128 301
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
<FN>
* Net = (25 - 26) = (11 + 23)
</TABLE>
<PAGE>
ANNUAL STATEMENT FOR THE YEAR 1993 OF THE American Country Insurance Company
SCHEDULE P - PART 1H - SECTION 2
OTHER LIABILITY - CLAIMS MADE
( 000 Omitted )
<TABLE>
<CAPTION>
(1) PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
Years in ------------------------------------------- ------------------------------
Which (2) (3) (4) LOSS PAYMENTS
Premiums
Were Earned Direct and Ceded Net (5) (6)
and Losses Assumed (Cols. 2 - 3) Direct and Ceded
Were Incur. Assumed
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior X X X X X X X X X 0 0
2. 1984 0 0 0 0 0
3. 1985 0 0 0 0 0
4. 1986 0 0 0 0 0
5. 1987 858 488 370 0 0
6. 1988 955 646 309 0 0
7. 1989 533 373 160 0 0
8. 1990 461 398 63 0 0
9. 1991 505 422 83 0 0
10. 1992 551 468 83 0 0
11. 1993 374 318 56 0 0
- ---------------------------------------------------------------------------------------------
12. TOTALS X X X X X X X X X 0 0
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
<CAPTION>
LOSS AND LOSS EXPENSE PAYMENTS (12)
-------------------------------------------------------------------------------------------------
ALLOCATED LOSS EXPENSE PAYMENTS (9) (10) (11) Number of
Total Claims
(7) (8) Salvage and Unallocated Net Paid Reported -
Direct and Ceded Subrogation Loss Expense (Cols. 5 - 6 Direct and
Assumed Received Payments + 7 - 8 + 10) Assumed
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior 0 0 0 0 0 X X X
2. 1984 0 0 0 0 0 0
3. 1985 0 0 0 0 0 0
4. 1986 0 0 0 0 0 0
5. 1987 0 0 0 0 0 0
6. 1988 0 0 0 0 0 0
7. 1989 0 0 0 0 0 0
8. 1990 0 0 0 3 3 0
9. 1991 0 0 0 0 0 0
10. 1992 0 0 0 0 0 0
11. 1993 0 0 0 0 0 0
- --------------------------------------------------------------------------------------------------------------
12. TOTALS 0 0 0 3 3 X X X
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
<FN>
NOTE: For "prior", report amounts paid or received in current year only.
Report cumulative amounts paid or received for specific years. Report
loss payments net of salvage and subrogation received.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
-------------------------------------------------------- --------------------------------------------------------
CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
--------------------------- - ----------------------- --------------------------- -------------------------
(13) (14) (15) (16) (17) (18) (19) (20)
Direct and Ceded Direct and Ceded Direct and Ceded Direct and Ceded
Assumed Assumed Assumed Assumed
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Prior 0 0 0 0 0 0 0 0
2. 1984 0 0 0 0 0 0 0 0
3. 1985 0 0 0 0 0 0 0 0
4. 1986 0 0 0 0 0 0 0 0
5. 1987 0 0 0 0 0 0 0 0
6. 1988 0 0 0 0 0 0 0 0
7. 1989 0 0 0 0 0 0 0 0
8. 1990 42 0 51 0 0 0 0 0
9. 1991 0 0 94 0 0 0 1 0
10. 1992 0 0 87 0 0 0 1 0
11. 1993 0 0 59 0 0 0 1 0
- ----------------------------------------------------------------------------------------------------------------------------------
12. TOTALS 42 0 291 0 0 0 3 0
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
(21) (22) (23) (24)
- -----------------------------------------------------------------------
Salvage & Unallocated Tot Net Loss Number of
Subrogation Loss & Exp Unpd Claims
Anticipated Expenses (Cols. 13-14 Outstanding -
Unpaid +15-16+17-18 Direct and
+19-20+22) Assumed
- -----------------------------------------------------------------------
<C> <C> <C> <C>
1. Prior 0 0 0 0
2. 1984 0 0 0 0
3. 1985 0 0 0 0
4. 1986 0 0 0 0
5. 1987 0 0 0 0
6. 1988 0 0 0 0
7. 1989 0 0 0 0
8. 1990 0 0 93 1
9. 1991 0 0 95 0
10. 1992 0 0 88 0
11. 1993 0 0 60 0
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
12. TOTALS 0 0 336 1
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE
EXPENSES INCURRED (Incurred/Premiums Earned)
--------------------------------------------- ---------------------------------------------
(25) (26) (27) (28) (29) (30)
Direct and Ceded Net* Direct and Ceded Net
Assumed Assumed
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior X X X X X X X X X X X X X X X X X X
2. 1984 0 0 0 0.0 0.0 0.0
3. 1985 0 0 0 0.0 0.0 0.0
4. 1986 0 0 0 0.0 0.0 0.0
5. 1987 0 0 0 0.0 0.0 0.0
6. 1988 0 0 0 0.0 0.0 0.0
7. 1989 0 0 0 0.0 0.0 0.0
8. 1990 96 0 96 20.8 0.0 152.4
9. 1991 95 0 95 18.8 0.0 114.5
10. 1992 88 0 88 16.0 0.0 106.0
11. 1993 60 0 60 16.0 0.0 107.1
- ------------------------------------------------------------------------------------------------------------
12. TOTALS X X X X X X X X X X X X X X X X X X
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
<CAPTION>
DISCOUNT FOR (33) NET BALANCE SHEET
TIME VALUE OF MONEY RESERVES AFTER DISCOUNT
----------------------------- Inter-Company ------------------------------
(31) (32) Pooling (34) (35)
Participation
Loss Loss Percentage Losses Loss Expenses
Expense Unpaid Unpaid
- ---------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
1. Prior 0 0 X X X 0 0
2. 1984 0 0 0.0 0 0
3. 1985 0 0 0.0 0 0
4. 1986 0 0 0.0 0 0
5. 1987 0 0 0.0 0 0
6. 1988 0 0 0.0 0 0
7. 1989 0 0 0.0 0 0
8. 1990 0 0 0.0 93 0
9. 1991 0 0 0.0 94 1
10. 1992 0 0 0.0 87 1
11. 1993 0 0 0.0 59 1
- --------------------------------------------------------------------------------------------
12. TOTALS 0 0 X X X 333 3
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
<FN>
* Net = (25 - 26) = (11 + 23)
</TABLE>
<PAGE>
ANNUAL STATEMENT FOR THE YEAR 1993 OF THE American Country Insurance Company
SCHEDULE P - PART 1I - SPECIAL PROPERTY (FIRE, ALLIED LINES, INLAND MARINE,
EARTHQUAKE, GLASS, BURGLARY & THEFT)
<TABLE>
<CAPTION>
( 000 Omitted )
(1) PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
Years in ------------------------------------ ----------------------------------------------------------------
Which (2) (3) (4) LOSS PAYMENTS ALLOCATED LOSS EXPENSE PAYMENTS
Premiums ------------------------- ---------------------------------
Were Earned Direct and Ceded Net (5) (6) (7) (8)
and Losses Assumed (Cols. 2 - 3) Direct and Ceded Direct and Ceded
Were Incur. Assumed Assumed
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior X X X X X X X X X 0 0 0 0
2. 1992 142 (99) 241 40 0 1 0
3. 1993 132 12 120 18 0 1 0
- -------------------------------------------------------------------------------------------------------------------------------
4. TOTALS X X X X X X X X X 58 0 2 0
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
LOSS AND LOSS EXPENSE PAYMENTS (12)
-----------------------------------
(9) (10) (11) Number of
Total Claims
Salvage and Unallocated Net Paid Reported -
Subrogation Loss Expense Cols. 5 - 6 Direct and
Received Payments + 7 - 8 + 10) Assumed
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior
2. 1992 0 0 0 X X X
3. 1993 0 30 71 X X X
0 14 33 X X X
- -----------------------------------------------------------------------
4. TOTALS 0 44 104 X X X
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
NOTE: For "prior", report amounts paid or received in current year only.
Report cumulative amounts paid or received for specific years. Report
loss payments net of salvage and subrogation received.
<CAPTION>
LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
----------------------------------------- -------------------------------------------------
CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
-------------------------- ------------------- ----------------------- --------------------------
(13) (14) (15) (16) (17) (18) (19) (20)
Direct and Ceded Direct and Ceded Direct and Ceded Direct and Ceded
Assumed Assumed Assumed Assumed
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Prior 0 0 0 0 0 0 0 0
2. 1992 2 0 0 0 0 0 0 0
3. 1993 102 55 13 0 27 14 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
4. TOTALS 104 55 13 0 27 14 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
(21) (22) (23) (24)
Salvage & Unallocated Total Net Loss Number of
Subrogation Loss and Exp Unpd Claims
Anticipated Expenses (Cols. 13-14 Outstanding -
Unpaid +15-16+17-18 Direct and
+19-20+22) Assumed
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior 0 0 0 0
2. 1992 0 0 2 2
3. 1993 5 1 74 2
--------------------------------------------------------------------------------
4. TOTALS 5 1 76 4
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
<CAPTION>
TOTAL LOSSES AND LOSS EXPENSES INCURRED LOSS AND LOSS EXPENSE PERCENTAGE DISCOUNT FOR TIME
-------------------------------------------- (Incurred/Premiums Earned) VALUE OF MONEY
-------------------------------------------- -----------------
(25) (26) (27) (28) (29) (30) (31) (32)
Direct and Ceded Net* Direct and Ceded Net Loss Loss
Assumed Assumed Expense
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Prior X X X X X X X X X X X X X X X X X X 0 0
2. 1992 73 0 73 51.4 0.0 30.3 0 0
3. 1993 176 69 107 133.3 575.0 89.2 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
4. TOTALS X X X X X X X X X X X X X X X X X X 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
(33) NET BALANCE SHEET
RESERVES AFTER DISCOUNT
Inter-Company -----------------------
Pooling (34) (35)
Participation
Percentage Losses Loss Expenses
Unpaid Unpaid
- ---------------------------------------------------------------
<S> <C> <C> <C>
1. Prior X X X 0 0
2. 1992 0.0 2 0
3. 1993 0.0 60 14
- ---------------------------------------------------------------
4. TOTALS X X X 62 14
- ---------------------------------------------------------------
- ---------------------------------------------------------------
<FN>
* Net = (25 - 26) = (11 + 23)
</TABLE>
<PAGE>
SCHEDULE P - PART 1J - AUTO PHYSICAL DAMAGE
( 000 Omitted )
<TABLE>
<CAPTION>
(1) PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
Years in ----------------------------------------------- -----------------------------------------------------------------
Which (2) (3) (4) LOSS PAYMENTS ALLOCATED LOSS EXPENSE PAYMENTS
Premiums --------------- -------------------------------
Were Earned Direct and Ceded Net (5) (6) (7) (8)
and Losses Assumed (Cols. 2 - 3) Direct and Ceded Direct and Ceded
Were Incur. Assumed Assumed
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior X X X X X X X X X (52) 0 13 0
2. 1992 5,200 (166) 5,366 2,409 47 20 0
3. 1993 4,814 258 4,556 2,302 61 15 0
- ------------------------------------------------------------------------------------------------------------------------------
4. TOTALS X X X X X X X X X 4,659 108 48 0
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
LOSS AND LOSS EXPENSE PAYMENTS
(12)
(9) (10) (11) Number of
Total Claims
Salvage and Unallocated Net Paid Reported -
Subrogation Loss Expense Cols. 5 - 6 Direct and
Received Payments + 7 - 8 + 10) Assumed
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior 70 (5) (44) X X X
2. 1992 550 432 2,814 3,128
3. 1993 310 391 2,647 2,536
- -----------------------------------------------------------------------------
4. TOTALS 930 818 5,417 X X X
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
NOTE: For "prior", report amounts paid or received in current year only. Report
cumulative amounts paid or received for specific years. Report loss
payments net of salvage and subrogation received.
<CAPTION>
LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
----------------------------------------------------- -----------------------------------------------------
CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
----------------------------------------------------- -------------------------- ---------------------------
(13) (14) (15) (16) (17) (18) (19) (20)
Direct and Ceded Direct and Ceded Direct and Ceded Direct and Ceded
Assumed Assumed Assumed Assumed
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Prior 0 0 0 0 0 0 0 0
2. 1992 (75) 0 0 0 8 0 0 0
3. 1993 (39) 0 153 0 4 0 4 0
- ----------------------------------------------------------------------------------------------------------------------------------
4. TOTALS (114) 0 153 0 12 0 4 0
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
(21) (22) (23) (24)
Salvage & Unallocated Total Net Loss Number of
Subrogation Loss and Exp Unpd Claims
Anticipated Expenses (Cols. 13-14 Outstanding -
Unpaid +15-16+17-18 Direct and
+19-20+22) Assumed
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior 0 0 0 0
2. 1992 88 0 (67) 5
3. 1993 131 0 122 101
- ---------------------------------------------------------------------------
4. TOTALS 219 0 55 106
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
<CAPTION>
TOTAL LOSSES AND LOSS EXPENSES INCURRED LOSS AND LOSS EXPENSE PERCENTAGE DISCOUNT FOR TIME
(Incurred/Premiums Earned) VALUE OF MONEY
- --------------------------------------------------------- ------------------------------------------- ------------------
(25) (26) (27) (28) (29) (30) (31) (32)
Direct and Ceded Net* Direct and Ceded Net Loss Loss
Assumed Assumed Expense
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Prior X X X X X X X X X X X X X X X X X X 0 0
2. 1992 2,794 47 2,747 53.7 (28.3) 51.2 0 0
3. 1993 2,830 61 2,769 58.8 23.6 60.8 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
4. TOTALS X X X X X X X X X X X X X X X X X X 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
(33) NET BALANCE SHEET
RESERVES AFTER DISCOUNT
----------------------------
Inter-Company
Pooling (34) (35)
Participation
Percentage Losses Loss Expenses
Unpaid Unpaid
- -------------------------------------------------------------------
1. Prior X X X 0 0
2. 1992 0.0 (75) 8
3. 1993 0.0 114 8
- -------------------------------------------------------------------
4. TOTALS X X X 39 16
- -------------------------------------------------------------------
- -------------------------------------------------------------------
<FN>
* Net = (25 - 26) = (11 + 23)
</TABLE>
<PAGE>
ANNUAL STATEMENT FOR THE YEAR 1993 OF THE American Country Insurance Company
SCHEDULE P - PART 1K - FIDELITY, SURETY,
FINANCIAL GUARANTY, MORTGAGE GUARANTY
<TABLE>
<CAPTION>
( 000 Omitted )
(1) PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
Years in ---------------------------------------------- ---------------------------------------------------------
Which (2) (3) (4) LOSS PAYMENTS ALLOCATED LOSS EXPENSE PAYMENTS
Premiums ------------------------ -------------------------------
Were Earned Direct and Ceded Net (5) (6) (7) (8)
and Losses Assumed (Cols. 2 - 3) Direct and Ceded Direct and Ceded
Were Incur. Assumed Assumed
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior X X X X X X X X X 5,519 908 488 0
2. 1992 14,827 507 14,320 3,208 0 144 0
3. 1993 16,620 477 16,143 1,644 0 77 0
- -------------------------------------------------------------------------------------------------------------------------
4. TOTALS X X X X X X X X X 10,371 908 709 0
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
<CAPTION>
LOSS AND LOSS EXPENSE PAYMENTS (12)
-----------------------------------------------------------
(9) (10) (11) Number of
Total Claims
Salvage and Unallocated Net Paid Reported -
Subrogation Loss Expense Cols. 5 - 6 Direct and
Received Payments + 7 - 8 + 10) Assumed
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior 1 863 5,962 X X X
2. 1992 3 2,004 5,356 X X X
3. 1993 1 1,624 3,345 X X X
- ------------------------------------------------------------------------------
4. TOTALS 5 4,491 14,663 X X X
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
NOTE: For "prior", report amounts paid or received in current year
only. Report cumulative amounts paid or received for specific
years. Report loss payments net of salvage and subrogation
received.
<CAPTION>
LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
----------------------------------------------------- -------------------------------------------
CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
----------------------- ----------------------- ----------------------- -------------------
(13) (14) (15) (16) (17) (18) (19) (20)
Direct and Ceded Direct and Ceded Direct and Ceded Direct and Ceded
Assumed Assumed Assumed Assumed
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Prior 0 0 0 0 0 0 0 0
2. 1992 4,667 0 457 0 1,091 0 84 0
3. 1993 5,435 226 3,884 0 1,218 0 713 56
- --------------------------------------------------------------------------------------------------------------------------
4. TOTALS 10,102 226 4,341 0 2,309 0 797 56
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Salvage & Unallocated Total Net Loss Number of
Subrogation Loss and Exp Unpd Claims
Anticipated Expenses (Cols. 13-14 Outstanding -
Unpaid +15-16+17-18 Direct and
+19-20+22) Assumed
- --------------------------------------------------------------------------
<C> <C> <C> <C> <C>
1. Prior 0 0 0 1,187
2. 1992 0 25 6,324 1,034
3. 1993 0 28 10,996 1,921
- --------------------------------------------------------------------------
4. TOTALS 0 53 17,320 4,142
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TOTAL LOSSES AND LOSS EXPENSES INCURRED LOSS AND LOSS EXPENSE PERCENTAGE
(Incurred/Premiums Earned)
--------------------------------------------- -------------------------------------
(25) (26) (27) (28) (29)
Direct and Ceded Net* Direct and Ceded
Assumed Assumed
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior X X X X X X X X X X X X X X X
2. 1992 11,680 0 11,680 78.8 0.0
3. 1993 14,623 282 14,341 88.0 59.1
- ---------------------------------------------------------------------------------------------------
4. TOTALS X X X X X X X X X X X X X X X
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
<CAPTION>
DISCOUNT FOR TIME NET BALANCE SHEET
VALUE OF MONEY (33) RESERVES AFTER DISCOUNT
------------------------------------- Inter-Company -----------------------
(30) (31) (32) Pooling (34) (35)
Participation
Net Loss Loss Percentage Losses Loss Expenses
Expense Unpaid Unpaid
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior X X X 0 0 X X X 0 0
2. 1992 81.6 0 0 0.0 5,124 1,200
3. 1993 88.8 0 0 0.0 9,093 1,903
- -----------------------------------------------------------------------------------------------------------
4. TOTALS X X X 0 0 X X X 14,217 3,103
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
<FN>
* Net = (25 - 26) = (11 + 23)
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SCHEDULE P - PART 1L - OTHER
(INCLUDING CREDIT, ACCIDENT AND HEALTH)
NONE
</TABLE>
<PAGE>
ANNUAL STATEMENT FOR THE YEAR 1993 OF THE American Country Insurance Company
SCHEDULE P - PART 1R - SECTION 1
PRODUCTS LIABILITY - OCCURRENCE
<TABLE>
<CAPTION>
( 000 Omitted )
(1) PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
Years in -------------------------------------------- -----------------------------------------------------------
Which (2) (3) (4) LOSS PAYMENTS ALLOCATED LOSS EXPENSE PAYMENTS
Premiums ------------------------ -------------------------------
Were Earned Direct and Ceded Net (5) (6) (7) (8)
and Losses Assumed (Cols. 2 - 3) Direct and Ceded Direct and Ceded
Were Incur. Assumed Assumed
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior X X X X X X X X X 0 0 0 0
2. 1984 0 0 0 0 0 0 0
3. 1985 0 0 0 0 0 0 0
4. 1986 0 0 0 0 0 0 0
5. 1987 0 0 0 0 0 0 0
6. 1988 0 0 0 0 0 0 0
7. 1989 0 0 0 0 0 0 0
8. 1990 0 0 0 0 0 0 0
9. 1991 0 0 0 0 0 0 0
10. 1992 0 0 0 0 0 0 0
11. 1993 24 3 21 0 0 0 0
- -------------------------------------------------------------------------------------------------------------------------
12. TOTALS X X X X X X X X X 0 0 0 0
- -------------------------------------------------------------------------------------------------------------------------
<CAPTION>
LOSS AND LOSS EXPENSE PAYMENTS (12)
--------------------------------------------------
(9) (10) (11) Number of
Total Claims
Salvage and Unallocated Net Paid Reported -
Subrogation Loss Expense (Cols. 5 - 6 Direct and
Received Payments + 7 - 8 + 10) Assumed
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior 0 0 0 X X X
2. 1984 0 0 0 0
3. 1985 0 0 0 0
4. 1986 0 0 0 0
5. 1987 0 0 0 0
6. 1988 0 0 0 0
7. 1989 0 0 0 0
8. 1990 0 0 0 0
9. 1991 0 0 0 0
10. 1992 0 0 0 0
11. 1993 0 0 0 0
- ------------------------------------------------------------------------------
12. TOTALS 0 0 0 X X X
- ------------------------------------------------------------------------------
<FN>
NOTE: For "prior", report amounts paid or received in current year
only. Report cumulative amounts paid or received for specific
years. Report loss payments net of salvage and subrogation
received.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
-------------------------------------------------- --------------------------------------------------
CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
--------------------- ---------------------- ---------------------- --------------------
(13) (14) (15) (16) (17) (18) (19) (20)
Direct and Ceded Direct and Ceded Direct and Ceded Direct and Ceded
Assumed Assumed Assumed Assumed
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Prior 0 0 0 0 0 0 0 0
2. 1984 0 0 0 0 0 0 0 0
3. 1985 0 0 0 0 0 0 0 0
4. 1986 0 0 0 0 0 0 0 0
5. 1987 0 0 0 0 0 0 0 0
6. 1988 0 0 0 0 0 0 0 0
7. 1989 0 0 0 0 0 0 0 0
8. 1990 0 0 0 0 0 0 0 0
9. 1991 0 0 0 0 0 0 0 0
10. 1992 0 0 0 0 0 0 0 0
11. 1993 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------
12. TOTALS 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
(21) (22) (23) (24)
Salvage & Unallocated Tot Net Loss Number of
Subrogation Loss & Exp Unpd Claims
Anticipated Expenses (Cols. 13-14 Outstanding -
Unpaid +15-16+17-18 Direct and
+19-20+22) Assumed
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior 0 0 0 0
2. 1984 0 0 0 0
3. 1985 0 0 0 0
4. 1986 0 0 0 0
5. 1987 0 0 0 0
6. 1988 0 0 0 0
7. 1989 0 0 0 0
8. 1990 0 0 0 0
9. 1991 0 0 0 0
10. 1992 0 0 0 0
11. 1993 0 0 0 0
- -----------------------------------------------------------------------
12. TOTALS 0 0 0 0
- -----------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE
EXPENSES INCURRED (Incurred/Premiums Earned)
------------------------------------------ ---------------------------------------------------
(25) (26) (27) (28) (29) (30)
Direct and Ceded Net* Direct and Ceded Net
Assumed Assumed
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior X X X X X X X X X X X X X X X X X X
2. 1984 0 0 0 0.0 0.0 0.0
3. 1985 0 0 0 0.0 0.0 0.0
4. 1986 0 0 0 0.0 0.0 0.0
5. 1987 0 0 0 0.0 0.0 0.0
6. 1988 0 0 0 0.0 0.0 0.0
7. 1989 0 0 0 0.0 0.0 0.0
8. 1990 0 0 0 0.0 0.0 0.0
9. 1991 0 0 0 0.0 0.0 0.0
10. 1992 0 0 0 0.0 0.0 0.0
11. 1993 0 0 0 0.0 0.0 0.0
- ------------------------------------------------------------------------------------------------------------------
12. TOTALS X X X X X X X X X X X X X X X X X X
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
DISCOUNT FOR (33) NET BALANCE SHEET
TIME VALUE OF MONEY RESERVES AFTER DISCOUNT
---------------------- Inter-Company ---------------------------
(31) (32) Pooling (34) (35)
Participation
Loss Loss Percentage Losses Loss Expenses
Expense Unpaid Unpaid
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior 0 0 X X X 0 0
2. 1984 0 0 0.0 0 0
3. 1985 0 0 0.0 0 0
4. 1986 0 0 0.0 0 0
5. 1987 0 0 0.0 0 0
6. 1988 0 0 0.0 0 0
7. 1989 0 0 0.0 0 0
8. 1990 0 0 0.0 0 0
9. 1991 0 0 0.0 0 0
10. 1992 0 0 0.0 0 0
11. 1993 0 0 0.0 0 0
- ----------------------------------------------------------------------------------------
12. TOTALS 0 0 X X X 0 0
- ----------------------------------------------------------------------------------------
<FN>
* Net = (25 - 26) = (11 + 23)
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Part 1R, Sec 2 - Products Liability Claims Made
None
</TABLE>
<PAGE>
ANNUAL STATEMENT FOR THE YEAR 1993 OF THE American Country Insurance Company
SCHEDULE P - PART 2A - HOMEOWNERS/FARMOWNERS
<TABLE>
<CAPTION>
(1) INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
---------------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7) (8)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989 1990
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior ......... * 0 0 0 0 0 0 0
2. 1984 .......... 0 0 0 0 0 0 0
3. 1985 .......... X X X 26 23 15 25 12 12
4. 1986 .......... X X X X X X 64 82 164 101 81
5. 1987 .......... X X X X X X X X X 224 248 223 234
6. 1988 .......... X X X X X X X X X X X X 510 447 480
7. 1989 .......... X X X X X X X X X X X X X X X 324 243
8. 1990 .......... X X X X X X X X X X X X X X X X X X 392
9. 1991 .......... X X X X X X X X X X X X X X X X X X X X X
10. 1992 .......... X X X X X X X X X X X X X X X X X X X X X
11. 1993 .......... X X X X X X X X X X X X X X X X X X X X X
- -------------------------------------------------------------------------------------------------------------------------
<CAPTION>
INCURRED LOSSES AND ALLOCATED EXPENSES
REPORTED AT YEAR END (000 OMITTED DEVELOPMENT **
----------------------------------------- ---------------------------
(9) (10) (11) (12) (13)
1991 1992 1993 One Year Two Year
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ......... 0 0 0 0 0
2. 1984 .......... 0 0 0 0 0
3. 1985 .......... 12 12 12 0 0
4. 1986 .......... 81 81 81 0 0
5. 1987 .......... 227 240 242 2 15
6. 1988 .......... 452 452 468 16 16
7. 1989 .......... 201 199 204 5 3
8. 1990 .......... 329 234 226 (8) (103)
9. 1991 .......... 643 551 513 (38) (130)
10. 1992 .......... X X X 410 322 (88) X X X
11. 1993 .......... X X X X X X 228 X X X X X X
- -----------------------------------------------------------------------------------------------
12. TOTALS (111) (199)
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
</TABLE>
SCHEDULE P - PART 2B
PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
<TABLE>
<CAPTION>
(1) INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
---------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ......... * 0 0 0 0 0 0
2. 1984 .......... 508 519 485 499 401 507
3. 1985 .......... X X X 938 1,058 926 789 1,069
4. 1986 .......... X X X X X X 1,242 1,021 839 1,193
5. 1987 .......... X X X X X X X X X 1,498 945 1,100
6. 1988 .......... X X X X X X X X X X X X 1,691 1,442
7. 1989 .......... X X X X X X X X X X X X X X X 1,429
8. 1990 .......... X X X X X X X X X X X X X X X X X X
9. 1991 .......... X X X X X X X X X X X X X X X X X X
10. 1992 .......... X X X X X X X X X X X X X X X X X X
11. 1993 .......... X X X X X X X X X X X X X X X X X X
- -------------------------------------------------------------------------------------------------------------
<CAPTION>
INCURRED LOSSES AND ALLOCATED EXPENSES
REPORTED AT YEAR END (000 OMITTED DEVELOPMENT **
----------------------------------------- ---------------------------
(8) (9) (10) (11) (12) (13)
1990 1991 1992 1993 One Year Two Year
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ......... 0 0 0 0 0 0
2. 1984 .......... 521 530 506 513 7 (17)
3. 1985 .......... 1,024 1,040 1,036 1,058 22 18
4. 1986 .......... 1,186 1,133 1,129 1,195 66 62
5. 1987 .......... 1,066 1,118 1,041 1,224 183 106
6. 1988 .......... 1,493 1,400 1,406 1,406 0 6
7. 1989 .......... 1,252 1,483 1,391 1,433 42 (50)
8. 1990 .......... 1,153 895 898 1,083 185 188
9. 1991 .......... X X X 1,935 1,602 1,622 20 (313)
10. 1992 .......... X X X X X X 2,232 2,028 (204) X X X
11. 1993 .......... X X X X X X X X X 1,617 X X X X X X
- -------------------------------------------------------------------------------------------------------------
12. TOTALS 321 0
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE P - PART 2C
COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
<TABLE>
<CAPTION>
(1) INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
----------------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7) (8)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989 1990
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior ......... * 0 0 0 0 0 0 0
2. 1984 .......... 169 174 163 167 268 173 175
3. 1985 .......... X X X 313 353 309 526 242 250
4. 1986 .......... X X X X X X 415 340 560 189 188
5. 1987 .......... X X X X X X X X X 499 629 620 761
6. 1988 .......... X X X X X X X X X X X X 1,127 766 715
7. 1989 .......... X X X X X X X X X X X X X X X 722 1,280
8. 1990 .......... X X X X X X X X X X X X X X X X X X 1,448
9. 1991 .......... X X X X X X X X X X X X X X X X X X X X X
10. 1992 .......... X X X X X X X X X X X X X X X X X X X X X
11. 1993 .......... X X X X X X X X X X X X X X X X X X X X X
- --------------------------------------------------------------------------------------------------------------------------
<CAPTION>
INCURRED LOSSES AND ALLOCATED EXPENSES
REPORTED AT YEAR END (000 OMITTED DEVELOPMENT **
----------------------------------------- ---------------------------
(9) (10) (11) (12) (13)
1991 1992 1993 One Year Two Year
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ......... 0 0 0 0 0
2. 1984 .......... 172 171 171 0 (1)
3. 1985 .......... 250 259 260 1 10
4. 1986 .......... 187 263 220 (43) 33
5. 1987 .......... 639 620 469 (151) (170)
6. 1988 .......... 916 997 930 (67) 14
7. 1989 .......... 1,344 1,345 1,297 (48) (47)
8. 1990 .......... 1,347 1,299 1,286 (13) (61)
9. 1991 .......... 1,367 1,190 1,132 (58) (235)
10. 1992 .......... X X X 1,335 1,647 312 X X X
11. 1993 .......... X X X X X X 1,083 X X X X X X
- ----------------------------------------------------------------------------------------------
12. TOTALS (67) (457)
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
</TABLE>
SCHEDULE P - PART 2D - WORKERS' COMPENSATION
<TABLE>
<CAPTION>
(1) INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
---------------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7) (8)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989 1990
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior ......... * 0 0 0 0 0 0 0
2. 1984 .......... 415 780 725 767 773 776 733
3. 1985 .......... X X X 904 790 833 775 779 778)
4. 1986 .......... X X X X X X 1,453 1,927 1,560 1,550 1,673
5. 1987 .......... X X X X X X X X X 2,354 2,095 2,038 2,017)
6. 1988 .......... X X X X X X X X X X X X 3,798 3,177 3,733
7. 1989 .......... X X X X X X X X X X X X X X X 4,652 4,744
8. 1990 .......... X X X X X X X X X X X X X X X X X X 6,492
9. 1991 .......... X X X X X X X X X X X X X X X X X X X X X
10. 1992 .......... X X X X X X X X X X X X X X X X X X X X X
11. 1993 .......... X X X X X X X X X X X X X X X X X X X X X
- --------------------------------------------------------------------------------------------------------------------------
<CAPTION>
INCURRED LOSSES AND ALLOCATED EXPENSES
REPORTED AT YEAR END (000 OMITTED DEVELOPMENT **
----------------------------------------- -----------------------
(9) (10) (11) (12) (13)
1991 1992 1993 One Year Two Year
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ......... 0 0 0 0 0
2. 1984 .......... 731 730 741 11 10
3. 1985 .......... 778 775 774 (1) (4)
4. 1986 .......... 1,801 2,001 2,030 29 229
5. 1987 .......... 2,035 2,020 1,959 (61) (76)
6. 1988 .......... 3,826 3,877 3,965 88 139
7. 1989 .......... 4,168 4,783 4,753 (30) 585
8. 1990 .......... 6,399 6,876 7,171 295 772
9. 1991 .......... 8,057 6,382 7,208 826 (849)
10. 1992 .......... X X X 8,178 8,039 (139) X X X
11. 1993 .......... X X X X X X 7,887 X X X X X X
- -------------------------------------------------------------------------------------------
12. TOTALS 1,018 806
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE P - PART 2E - COMMERCIAL MULTIPLE PERIL
<TABLE>
<CAPTION>
(1) INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
--------------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7) (8)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989 1990
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior ......... * 0 0 0 0 0 0 0
2. 1984 .......... 25 10 10 10 10 8 8
3. 1985 .......... X X X 146 129 83 74 89 87
4. 1986 .......... X X X X X X 383 459 494 560 657
5. 1987 .......... X X X X X X X X X 1,265 744 991 810
6. 1988 .......... X X X X X X X X X X X X 1,531 1,657 2,016
7. 1989 .......... X X X X X X X X X X X X X X X 1,604 1,280
8. 1990 .......... X X X X X X X X X X X X X X X X X X 1,907
9. 1991 .......... X X X X X X X X X X X X X X X X X X X X X
10. 1992 .......... X X X X X X X X X X X X X X X X X X X X X
11. 1993 .......... X X X X X X X X X X X X X X X X X X X X X
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
INCURRED LOSSES AND ALLOCATED EXPENSES
REPORTED AT YEAR END (000 OMITTED DEVELOPMENT **
----------------------------------------- ------------------------
(9) (10) (11) (12) (13)
1991 1992 1993 One Year Two Year
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ......... 0 0 0 0 0
2. 1984 .......... 8 9 8 (1) 0
3. 1985 .......... 87 86 88 2 1
4. 1986 .......... 706 706 672 (34) (34)
5. 1987 .......... 772 812 997 185 225
6. 1988 .......... 2,069 1,840 1,603 (237) (466)
7. 1989 .......... 1,653 1,778 1,778 0 125
8. 1990 .......... 2,046 3,117 3,396 279 1,350
9. 1991 .......... 2,941 2,576 3,160 584 219
10. 1992 .......... X X X 2,923 2,457 (466) X X X
11. 1993 .......... X X X X X X 3,349 X X X X X X
- --------------------------------------------------------------------------------------------
12. TOTALS 312 1,420
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
<FN>
* Reported reserves only. Subsequent development relates only to subsequent
payments and reserves.
** Current year less first or second prior year, showing (redundant) or
adverse.
</TABLE>
<PAGE>
ANNUAL STATEMENT FOR THE YEAR 1993 OF THE American Country Insurance Company
SCHEDULE P - PART 2F - SECTION 1
MEDICAL MALPRACTICE - OCCURRENCE
<TABLE>
<CAPTION>
(1) INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
Years in Which (2) (3) (4) (5) (6)
Losses Were
Incurred 1984 1985 1986 1987 1988
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ......... * 0 0 0 0 0
2. 1984 .......... 0 0 0 0 0
3. 1985 .......... X X X 0 0 0 0
4. 1986 .......... X X X X X X 0 0 0
5. 1987 .......... X X X X X X X X X 0 0
6. 1988 .......... X X X X X X X X X X X X 0
7. 1989 .......... X X X X X X X X X X X X X X X
8. 1990 .......... X X X X X X X X X X X X X X X
9. 1991 .......... X X X X X X X X X X X X X X X
10. 1992 .......... X X X X X X X X X X X X X X X
11. 1993 .......... X X X X X X X X X X X X X X X
- ----------------------------------------------------------------------------------------------
<CAPTION>
INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED) DEVELOPMENT **
------------------------------------------------------------------------- -------------------------
(7) (8) (9) (10) (11) (12) (13)
1989 1990 1991 1992 1993 One Year Two Year
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior ......... * 0 0 0 0 0 0 0
2. 1984 .......... 0 0 0 0 0 0 0
3. 1985 .......... 0 0 0 0 0 0 0
4. 1986 .......... 0 0 0 0 0 0 0
5. 1987 .......... 0 0 0 0 0 0 0
6. 1988 .......... 0 0 0 0 0 0 0
7. 1989 .......... 0 0 0 0 0 0 0
8. 1990 .......... X X X 0 0 0 0 0 0
9. 1991 .......... X X X X X X 0 0 0 0 0
10. 1992 .......... X X X X X X X X X 0 0 0 X X X
11. 1993 .......... X X X X X X X X X X X X 0 X X X X X X
- -----------------------------------------------------------------------------------------------------------------------
12. TOTALS 0 0
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Part 2F, Sec 2 - Medical Malpractice Claims Made
None
</TABLE>
<PAGE>
SCHEDULE P - PART 2G - SPECIAL LIABILITY
(OCEAN MARINE, AIRCRAFT (ALL PERILS),
BOILER AND MACHINERY)
<TABLE>
<CAPTION>
(1) INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
---------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ......... * 0 0 0 0 0 0
2. 1984 .......... 0 0 0 0 0 0
3. 1985 .......... X X X 0 0 0 0 0
4. 1986 .......... X X X X X X 0 0 0 0
5. 1987 .......... X X X X X X X X X 0 0 0
6. 1988 .......... X X X X X X X X X X X X 0 0
7. 1989 .......... X X X X X X X X X X X X X X X 0
8. 1990 .......... X X X X X X X X X X X X X X X X X X
9. 1991 .......... X X X X X X X X X X X X X X X X X X
10. 1992 .......... X X X X X X X X X X X X X X X X X X
11. 1993 .......... X X X X X X X X X X X X X X X X X X
- -----------------------------------------------------------------------------------------------------------
<CAPTION>
INCURRED LOSSES AND ALLOCATED EXPENSES
REPORTED AT YEAR END (000 OMITTED DEVELOPMENT **
--------------------------------------------------- ---------------------------
(8) (9) (10) (11) (12) (13)
1990 1991 1992 1993 One Year Two Year
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ......... * 0 0 0 0 0 0
2. 1984 .......... 0 0 0 0 0 0
3. 1985 .......... 0 0 0 0 0 0
4. 1986 .......... 0 0 0 0 0 0
5. 1987 .......... 0 0 0 0 0 0
6. 1988 .......... 0 0 0 0 0 0
7. 1989 .......... 0 0 0 0 0 0
8. 1990 .......... 0 0 0 0 0 0
9. 1991 .......... X X X 0 0 0 0 0
10. 1992 .......... X X X X X X 0 0 0 X X X
11. 1993 .......... X X X X X X X X X 0 X X X X X X
- -----------------------------------------------------------------------------------------------------------
12. TOTALS 0 0
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE P - PART 2H - SECTION 1
OTHER LIABILITY - OCCURRENCE
<TABLE>
<CAPTION>
(1) INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
---------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6)
Losses Were
Incurred 1984 1985 1986 1987 1988
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ......... * 0 0 0 0 0
2. 1984 .......... 13 31 29 48 53
3. 1985 .......... X X X 210 208 207 232
4. 1986 .......... X X X X X X 59 81 149
5. 1987 .......... X X X X X X X X X 502 346
6. 1988 .......... X X X X X X X X X X X X 591
7. 1989 .......... X X X X X X X X X X X X X X X
8. 1990 .......... X X X X X X X X X X X X X X X
9. 1991 .......... X X X X X X X X X X X X X X X
10. 1992 .......... X X X X X X X X X X X X X X X
11. 1993 .......... X X X X X X X X X X X X X X X
- ------------------------------------------------------------------------------------------------
<CAPTION>
INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED) DEVELOPMENT **
------------------------------------------------------------------------- -------------------------
(7) (8) (9) (10) (11) (12) (13)
1989 1990 1991 1992 1993 One Year Two Year
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ......... * 0 0 0 0 0 0 0
2. 1984 .......... 61 72 44 68 60 (8) 16
3. 1985 .......... 247 257 275 232 237 5 (38)
4. 1986 .......... 178 168 96 96 110 14 14
5. 1987 .......... 246 172 243 259 265 6 22
6. 1988 .......... 668 934 972 957 871 (86) (101)
7. 1989 .......... 621 537 515 634 764 130 249
8. 1990 .......... X X X 523 892 788 408 (380) (484)
9. 1991 .......... X X X X X X 694 441 337 (104) (357)
10. 1992 .......... X X X X X X X X X 706 141 (565) X X X
11. 1993 .......... X X X X X X X X X X X X 263 X X X X X X
- -----------------------------------------------------------------------------------------------------------------------
12. TOTALS (988) (679)
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
<FN>
* Reported reserves only. Subsequent development relates only to subsequent
payments and reserves.
** Current year less first or second prior year, showing (redundant) or
adverse.
</TABLE>
<PAGE>
SCHEDULE P - PART 2H - SECTION 2
OTHER LIABILITY - CLAIMS MADE
<TABLE>
<CAPTION>
(1) INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
-------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6)
Losses Were
Incurred 1984 1985 1986 1987 1988
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ......... * 0 0 0 0 0
2. 1984 .......... 0 0 0 0 0
3. 1985 .......... X X X 0 0 0 0
4. 1986 .......... X X X X X X 0 0 0
5. 1987 .......... X X X X X X X X X 0 0
6. 1988 .......... X X X X X X X X X X X X 0
7. 1989 .......... X X X X X X X X X X X X X X X
8. 1990 .......... X X X X X X X X X X X X X X X
9. 1991 .......... X X X X X X X X X X X X X X X
10. 1992 .......... X X X X X X X X X X X X X X X
11. 1993 .......... X X X X X X X X X X X X X X X
- ---------------------------------------------------------------------------------------------
<CAPTION>
(1) INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED) DEVELOPMENT **
----------------------------------------------------------------------------------------------------
Years in Which (7) (8) (9) (10) (11) (12) (13)
Losses Were
Incurred 1989 1990 1991 1992 1993 One Year Two Year
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior ......... * 0 0 0 0 0 0 0
2. 1984 .......... 0 0 0 0 0 0 0
3. 1985 .......... 0 0 0 0 0 0 0
4. 1986 .......... 0 0 0 0 0 0 0
5. 1987 .......... 0 0 0 0 0 0 0
6. 1988 .......... 0 0 0 0 0 0 0
7. 1989 .......... 0 0 0 0 0 0 0
8. 1990 .......... X X X 0 0 0 93 93 93
9. 1991 .......... X X X X X X 0 0 95 95 95
10. 1992 .......... X X X X X X X X X 0 88 88 X X X
11. 1993 .......... X X X X X X X X X X X X 60 X X X X X X
- ------------------------------------------------------------------------------------------------------------------------
12. TOTALS 276 188
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
<FN>
* Reported reserves only. Subsequent development relates only to subsequent payments and reserves.
** Current year less first or second prior year, showing (redundant) or adverse.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ANNUAL STATEMENT FOR THE YEAR 1993 OF THE American Country Insurance Company
SCHEDULE P - PART 2I - SPECIAL PROPERTY (FIRE,
ALLIED LINES, INLAND MARINE, EARTHQUAKE,
GLASS, BURGLARY AND THEFT)
(1) INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
- --------------------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ......... X X X X X X X X X X X X X X X X X X
2. 1992 .......... X X X X X X X X X X X X X X X X X X
3. 1993 .......... X X X X X X X X X X X X X X X X X X
- --------------------------------------------------------------------------------------------------------
<CAPTION>
DEVELOPMENT **
(8) (9) (10) (11) (12) (13)
1990 1991 1992 1993 One Year Two Year
- ----------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
1. Prior ......... X X X * 0 0 0 0 0
2. 1992 .......... X X X X X X 58 43 (15) X X X
3. 1993 .......... X X X X X X X X X 92 X X X X X X
- -----------------------------------------------------------------------------------------------------------
4. TOTALS (15) 0
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</TABLE>
SCHEDULE P - PART 2J - AUTO PHYSICAL DAMAGE
<TABLE>
<CAPTION>
(1) INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
---------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ......... X X X X X X X X X X X X X X X X X X
2. 1992 .......... X X X X X X X X X X X X X X X X X X
3. 1993 .......... X X X X X X X X X X X X X X X X X X
- -------------------------------------------------------------------------------------------------------------
<CAPTION>
DEVELOPMENT **
(8) (9) (10) (11) (12) (13)
1990 1991 1992 1993 One Year Two Year
- -----------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
1. Prior ......... X X X * 0 0 0 0 0
2. 1992 .......... X X X X X X 2,150 2,315 165 X X X
3. 1993 .......... X X X X X X X X X 2,378 X X X X X X
- -----------------------------------------------------------------------------------------------------------
4. TOTALS 165 0
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE P - PART 2K - FIDELITY, SURETY,
FINANCIAL GUARANTY, MORTGAGE GUARANTY
(1) INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
---------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ......... X X X X X X X X X X X X X X X X X X
2. 1992 .......... X X X X X X X X X X X X X X X X X X
3. 1993 .......... X X X X X X X X X X X X X X X X X X
- -------------------------------------------------------------------------------------------------------------
<CAPTION>
DEVELOPMENT **
(8) (9) (10) (11) (12) (13)
1990 1991 1992 1993 One Year Two Year
- -----------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
1. Prior ......... X X X * 0 0 0 0 0
2. 1992 .......... X X X X X X 11,938 9,651 (2,287) X X X
3. 1993 .......... X X X X X X X X X 12,689 X X X X X X
- -----------------------------------------------------------------------------------------------------------
4. TOTALS (2,287) 0
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
SCHEDULE P - PART 2L - OTHER
(INCLUDING CREDIT, ACCIDENT AND HEALTH)
(1) INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
---------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ......... X X X X X X X X X X X X X X X X X X
2. 1992 .......... X X X X X X X X X X X X X X X X X X
3. 1993 .......... X X X X X X X X X X X X X X X X X X
- -------------------------------------------------------------------------------------------------------------
<CAPTION>
DEVELOPMENT **
(8) (9) (10) (11) (12) (13)
1990 1991 1992 1993 One Year Two Year
- ----------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
1. Prior ......... X X X * 0 0 0 0 0
2. 1992 .......... X X X X X X 0 0 0 X X X
3. 1993 .......... X X X X X X X X X 0 X X X X X X
- ----------------------------------------------------------------------------------------------------------
4. TOTALS 0 0
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE P - PART 2M - INTERNATIONAL
(1) INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
---------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ......... * 0 0 0 0 0 0
2. 1984 .......... 0 0 0 0 0 0
3. 1985 .......... X X X 0 0 0 0 0
4. 1986 .......... X X X X X X 0 0 0 0
5. 1987 .......... X X X X X X X X X 0 0 0
6. 1988 .......... X X X X X X X X X X X X 0 0
7. 1989 .......... X X X X X X X X X X X X X X X 0
8. 1990 .......... X X X X X X X X X X X X X X X X X X
9. 1991 .......... X X X X X X X X X X X X X X X X X X
10. 1992 .......... X X X X X X X X X X X X X X X X X X
11. 1993 .......... X X X X X X X X X X X X X X X X X X
- -------------------------------------------------------------------------------------------------------------
<CAPTION>
DEVELOPMENT **
(8) (9) (10) (11) (12) (13)
1990 1991 1992 1993 One Year Two Year
- ------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
1. Prior ......... * 0 0 0 0 0 0
2. 1984 .......... 0 0 0 0 0 0
3. 1985 .......... 0 0 0 0 0 0
4. 1986 .......... 0 0 0 0 0 0
5. 1987 .......... 0 0 0 0 0 0
6. 1988 .......... 0 0 0 0 0 0
7. 1989 .......... 0 0 0 0 0 0
8. 1990 .......... 0 0 0 0 0 0
9. 1991 .......... X X X 0 0 0 0 0
10. 1992 .......... X X X X X X 0 0 0 X X X
11. 1993 .......... X X X X X X X X X 0 X X X X X X
- ------------------------------------------------------------------------------------------------------------
12. TOTALS 0 0
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
<FN>
* Reported reserves only. Subsequent development relates only to subsequent
payments and reserves.
** Current year less first or second prior year, showing (redundant) or
adverse.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ANNUAL STATEMENT FOR THE YEAR 1993 OF THE American Country Insurance Company
SCHEDULE P - PART 2N - REINSURANCE A
NONE
(1) INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
- ------------------------------------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7) (8)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989 1990
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. 1988 ........ X X X X X X X X X X X X 0 0 0
2. 1989 ........ X X X X X X X X X X X X X X X 0 0
3. 1990 ........ X X X X X X X X X X X X X X X X X X 0
4. 1991 ........ X X X X X X X X X X X X X X X X X X X X X
5. 1992 ........ X X X X X X X X X X X X X X X X X X X X X
6. 1993 ........ X X X X X X X X X X X X X X X X X X X X X
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED) DEVELOPMENT **
- ------------------------------------------------------------- -----------------------
(9) (10) (11) (12) (13)
1991 1992 1993 One Year Two Year
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. 1988 ........ 0 0 0 0 0
2. 1989 ........ 0 0 0 0 0
3. 1990 ........ 0 0 0 0 0
4. 1991 ........ 0 0 0 0 0
5. 1992 ........ X X X 0 0 0 X X X
6. 1993 ........ X X X X X X 0 X X X X X X
- ------------------------------------------------------------------------------------------
7. TOTALS 0 0
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
SCHEDULE P - PART 2O - REINSURANCE B
(1) INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
-----------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. 1988 ........ X X X X X X X X X X X X 0 0 0
2. 1989 ........ X X X X X X X X X X X X X X X 0 0
3. 1990 ........ X X X X X X X X X X X X X X X X X X 0
4. 1991 ........ X X X X X X X X X X X X X X X X X X X X X
5. 1992 ........ X X X X X X X X X X X X X X X X X X X X X
6. 1993 ........ X X X X X X X X X X X X X X X X X X X X X
- ---------------------------------------------------------------------------------------------------------------------
<CAPTION>
INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED) DEVELOPMENT **
- ------------------------------------------------------------- -----------------------
(9) (10) (11) (12) (13)
1991 1992 1993 One Year Two Year
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. 1988 ........ 0 0 0 0 0
2. 1989 ........ 0 0 0 0 0
3. 1990 ........ 0 0 0 0 0
4. 1991 ........ 0 0 0 0 0
5. 1992 ........ X X X 0 0 0 X X X
6. 1993 ........ X X X X X X 0 X X X X X X
- -----------------------------------------------------------------------------------------
7. TOTALS 0 0
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE P - PART 2P - REINSURANCE C
(1) INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
-----------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7) (8)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989 1990
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. 1988 ........ X X X X X X X X X X X X 0 0 0
2. 1989 ........ X X X X X X X X X X X X X X X 0 0
3. 1990 ........ X X X X X X X X X X X X X X X X X X 0
4. 1991 ........ X X X X X X X X X X X X X X X X X X X X X
5. 1992 ........ X X X X X X X X X X X X X X X X X X X X X
6. 1993 ........ X X X X X X X X X X X X X X X X X X X X X
- ---------------------------------------------------------------------------------------------------------------------
<CAPTION>
INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED) DEVELOPMENT **
- ------------------------------------------------------------- -----------------------
(9) (10) (11) (12) (13)
1991 1992 1993 One Year Two Year
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. 1988 ........ 0 0 0 0 0
2. 1989 ........ 0 0 0 0 0
3. 1990 ........ 0 0 0 0 0
4. 1991 ........ 0 0 0 0 0
5. 1992 ........ X X X 0 0 0 X X X
6. 1993 ........ X X X X X X 0 X X X X X X
- ------------------------------------------------------------------------------------------
7. TOTALS 0 0
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
SCHEDULE P - PART 2Q - REINSURANCE D
(1) INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
---------------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7) (8)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989 1990
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior ....... * 0 0 0 0 0 0 0
2. 1984 ........ 0 0 0 0 0 0 0
3. 1985 ........ X X X 0 0 0 0 0 0
4. 1986 ........ X X X X X X 0 0 0 0 0
5. 1987 ........ X X X X X X X X X 0 0 0 0
- -------------------------------------------------------------------------------------------------------------------------
<CAPTION>
INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED) DEVELOPMENT **
- ------------------------------------------------------------- -----------------------
(9) (10) (11) (12) (13)
1991 1992 1993 One Year Two Year
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ....... * 0 0 0 0 0
2. 1984 ........ 0 0 0 0 0
3. 1985 ........ 0 0 0 0 0
4. 1986 ........ 0 0 0 0 0
5. 1987 ........ 0 0 0 0 0
- ------------------------------------------------------------------------------------------
6. TOTALS 0 0
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE P - PART 2R - SECTION 1
PRODUCTS LIABILITY - OCCURRENCE
(1) INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
--------------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7) (8)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989 1990
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior ....... * 0 0 0 0 0 0 0
2. 1984 ........ 0 0 0 0 0 0 0
3. 1985 ........ X X X 0 0 0 0 0 0
4. 1986 ........ X X X X X X 0 0 0 0 0
5. 1987 ........ X X X X X X X X X 0 0 0 0
6. 1988 ........ X X X X X X X X X X X X 0 0 0
7. 1989 ........ X X X X X X X X X X X X X X X 0 0
8. 1990 ........ X X X X X X X X X X X X X X X X X X 0
9. 1991 ........ X X X X X X X X X X X X X X X X X X X X X
10. 1992 ........ X X X X X X X X X X X X X X X X X X X X X
11. 1993 ........ X X X X X X X X X X X X X X X X X X X X X
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED) DEVELOPMENT **
- ------------------------------------------------------------- -----------------------
(9) (10) (11) (12) (13)
1991 1992 1993 One Year Two Year
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ....... * 0 0 0 0 0
2. 1984 ........ 0 0 0 0 0
3. 1985 ........ 0 0 0 0 0
4. 1986 ........ 0 0 0 0 0
5. 1987 ........ 0 0 0 0 0
6. 1988 ........ 0 0 0 0 0
7. 1989 ........ 0 0 0 0 0
8. 1990 ........ 0 0 0 0 0
9. 1991 ........ 0 0 0 0 0
10. 1992 ........ X X X 0 0 0 X X X
11. 1993 ........ X X X X X X 0 X X X X X X
- -------------------------------------------------------------------------------------------
12. TOTALS 0 0
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
SCHEDULE P - PART 2R - SECTION 2
PRODUCTS LIABILITY - CLAIMS MADE
(1) INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
--------------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7) (8)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989 1990
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior ....... * 0 0 0 0 0 0 0
2. 1984 ........ 0 0 0 0 0 0 0
3. 1985 ........ X X X 0 0 0 0 0 0
4. 1986 ........ X X X X X X 0 0 0 0 0
5. 1987 ........ X X X X X X X X X 0 0 0 0
6. 1988 ........ X X X X X X X X X X X X 0 0 0
7. 1989 ........ X X X X X X X X X X X X X X X 0 0
8. 1990 ........ X X X X X X X X X X X X X X X X X X 0
9. 1991 ........ X X X X X X X X X X X X X X X X X X X X X
10. 1992 ........ X X X X X X X X X X X X X X X X X X X X X
11. 1993 ........ X X X X X X X X X X X X X X X X X X X X X
- -------------------------------------------------------------------------------------------------------------------------
<CAPTION>
INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END
(000 OMITTED) DEVELOPMENT **
- ------------------------------------------------------------- -----------------------
(9) (10) (11) (12) (13)
1991 1992 1993 One Year Two Year
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ....... * 0 0 0 0 0
2. 1984 ........ 0 0 0 0 0
3. 1985 ........ 0 0 0 0 0
4. 1986 ........ 0 0 0 0 0
5. 1987 ........ 0 0 0 0 0
6. 1988 ........ 0 0 0 0 0
7. 1989 ........ 0 0 0 0 0
8. 1990 ........ 0 0 0 0 0
9. 1991 ........ X X X 0 0 0 X X X
10. 1992 ........ X X X X X X 0 X X X X X X
11. 1993 ........
- -------------------------------------------------------------------------------------------
12. TOTALS 0 0
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
<FN>
* Reported reserves only. Subsequent development relates only to subsequent
payments and reserves.
** Current year less first or second prior year, showing (redundant) or
adverse.
</TABLE>
<PAGE>
ANNUAL STATEMENT FOR THE YEAR 1993 OF THE American Country Insurance Company
SCHEDULE P - PART 3A - HOMEOWNERS/FARMOWNERS
<TABLE>
<CAPTION>
(1) CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
----------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7) (8)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989 1990
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior ......... 0 0 0 0 0 0 0 0 0
2. 1984 .......... 0 0 0 0 0 0 0
3. 1985 .......... X X X 7 11 15 43 12 12
4. 1986 .......... X X X X X X 25 42 148 57 81
5. 1987 .......... X X X X X X X X X 56 270 149 147
6. 1988 .......... X X X X X X X X X X X X 397 432 422
7. 1989 .......... X X X X X X X X X X X X X X X 162 199
8. 1990 .......... X X X X X X X X X X X X X X X X X X 345
9. 1991 .......... X X X X X X X X X X X X X X X X X X X X X
10. 1992 .......... X X X X X X X X X X X X X X X X X X X X X
11. 1993 .......... X X X X X X X X X X X X X X X X X X X X X
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
CUMULATIVE PAID LOSSES AND ALLOCATED
EXPENSES AT YEAR END (000 OMITTED) (12) (13)
------------------------------------ Number of Number of
(9) (10) (11) Claims Closed Claims Closed
With Loss Without Loss
1991 1992 1993 Payment Payment
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ......... 0 0 0 0 0
2. 1984 .......... 0 0 0 0 0
3. 1985 .......... 12 12 12 0 0
4. 1986 .......... 81 81 81 0 0
5. 1987 .......... 148 215 217 176 60
6. 1988 .......... 452 452 468 240 86
7. 1989 .......... 199 200 204 187 64
8. 1990 .......... 316 320 227 160 55
9. 1991 .......... 308 496 507 142 37
10. 1992 .......... X X X 261 302 141 31
11. 1993 .......... X X X X X X 99 100 28
- ---------------------------------------------------------------------------------------------
</TABLE>
SCHEDULE P - PART 3B
PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
<TABLE>
<CAPTION>
(1) CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
----------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7) (8)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989 1990
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior ......... 0 0 0 0 0 0 0 0 0
2. 1984 .......... 105 373 438 463 372 463 477
3. 1985 .......... X X X 224 562 482 658 1,001 1,008
4. 1986 .......... X X X X X X 255 595 506 774 881
5. 1987 .......... X X X X X X X X X 203 445 869 942
6. 1988 .......... X X X X X X X X X X X X 256 785 1,011
7. 1989 .......... X X X X X X X X X X X X X X X 256 616
8. 1990 .......... X X X X X X X X X X X X X X X X X X 281
9. 1991 .......... X X X X X X X X X X X X X X X X X X X X X
10. 1992 .......... X X X X X X X X X X X X X X X X X X X X X
11. 1993 .......... X X X X X X X X X X X X X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------
<CAPTION>
CUMULATIVE PAID LOSSES AND ALLOCATED
EXPENSES AT YEAR END (000 OMITTED) (12) (13)
------------------------------------ Number of Number of
(9) (10) (11) Claims Closed Claims Closed
With Loss Without Loss
1991 1992 1993 Payment Payment
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ......... 0 0 0 0 0
2. 1984 .......... 505 506 513 0 0
3. 1985 .......... 1,007 1,014 1,058 0 0
4. 1986 .......... 1,082 1,094 1,194 0 0
5. 1987 .......... 985 923 1,060 524 495
6. 1988 .......... 1,146 1,154 1,199 534 487
7. 1989 .......... 908 1,083 1,215 461 393
8. 1990 .......... 594 777 908 483 358
9. 1991 .......... 369 798 1,378 1,034 376
10. 1992 .......... X X X 476 1,331 592 383
11. 1993 .......... X X X X X X 457 392 315
- ------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE P - PART 3C
COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
<TABLE>
<CAPTION>
(1) CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
----------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7) (8)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989 1990
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior ......... 0 0 0 0 0 0 0 0 0
2. 1984 .......... 34 125 147 154 247 168 168
3. 1985 .......... X X X 75 188 261 439 224 224
4. 1986 .......... X X X X X X 86 199 337 163 158
5. 1987 .......... X X X X X X X X X 68 296 206 251
6. 1988 .......... X X X X X X X X X X X X 171 394 568
7. 1989 .......... X X X X X X X X X X X X X X X 261 590
8. 1990 .......... X X X X X X X X X X X X X X X X X X 364
9. 1991 .......... X X X X X X X X X X X X X X X X X X X X X
10. 1992 .......... X X X X X X X X X X X X X X X X X X X X X
11. 1993 .......... X X X X X X X X X X X X X X X X X X X X X
- -------------------------------------------------------------------------------------------------------------------------
<CAPTION>
CUMULATIVE PAID LOSSES AND ALLOCATED
EXPENSES AT YEAR END (000 OMITTED) (12) (13)
------------------------------------ Number of Number of
(9) (10) (11) Claims Closed Claims Closed
With Loss Without Loss
1991 1992 1993 Payment Payment
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ......... 0 0 0 0 0
2. 1984 .......... 171 171 171 0 0
3. 1985 .......... 224 259 260 0 0
4. 1986 .......... 158 163 220 0 0
5. 1987 .......... 392 406 454 177 148
6. 1988 .......... 588 671 782 319 218
7. 1989 .......... 1,084 1,144 1,275 466 239
8. 1990 .......... 690 774 1,111 534 281
9. 1991 .......... 368 656 746 421 246
10. 1992 .......... X X X 389 751 421 200
11. 1993 .......... X X X X X X 346 269 220
- -------------------------------------------------------------------------------------------
</TABLE>
SCHEDULE P - PART 3D - WORKERS' COMPENSATION
<TABLE>
<CAPTION>
(1) CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
----------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7) (8)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989 1990
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior ......... 0 0 0 0 0 0 0 0 0
2. 1984 .......... 128 374 597 722 728 737 728
3. 1985 .......... X X X 251 427 632 713 752 755
4. 1986 .......... X X X X X X 302 743 1,291 1,394 1,458
5. 1987 .......... X X X X X X X X X 448 1,063 1,511 1,804
6. 1988 .......... X X X X X X X X X X X X 817 1,840 2,647
7. 1989 .......... X X X X X X X X X X X X X X X 1,073 2,314
8. 1990 .......... X X X X X X X X X X X X X X X X X X 1,482
9. 1991 .......... X X X X X X X X X X X X X X X X X X X X X
10. 1992 .......... X X X X X X X X X X X X X X X X X X X X X
11. 1993 .......... X X X X X X X X X X X X X X X X X X X X X
- --------------------------------------------------------------------------------------------------------------------------
<CAPTION>
CUMULATIVE PAID LOSSES AND ALLOCATED
EXPENSES AT YEAR END (000 OMITTED) (12) (13)
------------------------------------ Number of Number of
(9) (10) (11) Claims Closed Claims Closed
With Loss Without Loss
1991 1992 1993 Payment Payment
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ......... 0 0 0 0 0
2. 1984 .......... 729 729 740 0 0
3. 1985 .......... 758 760 763 0 0
4. 1986 .......... 1,575 1,693 1,932 0 0
5. 1987 .......... 1,821 1,893 1,869 2,271 309
6. 1988 .......... 3,081 3,375 3,670 4,299 389
7. 1989 .......... 3,017 3,575 4,142 4,944 621
8. 1990 .......... 3,508 4,833 5,786 6,882 947
9. 1991 .......... 1,490 3,711 4,952 6,132 940
10. 1992 .......... X X X 1,547 3,923 5,362 831
11. 1993 .......... X X X X X X 1,784 2,393 768
- ---------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE P - PART 3E - COMMERCIAL MULTIPLE PERIL
(1) CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
----------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7) (8)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989 1990
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior ......... 0 0 0 0 0 0 0 0 0
2. 1984 .......... 0 10 10 10 10 8 8
3. 1985 .......... X X X 38 61 82 54 87 86
4. 1986 .......... X X X X X X 139 236 194 347 361
5. 1987 .......... X X X X X X X X X 313 340 573 534
6. 1988 .......... X X X X X X X X X X X X 498 948 884
7. 1989 .......... X X X X X X X X X X X X X X X 392 609
8. 1990 .......... X X X X X X X X X X X X X X X X X X 549
9. 1991 .......... X X X X X X X X X X X X X X X X X X X X X
10. 1992 .......... X X X X X X X X X X X X X X X X X X X X X
11. 1993 .......... X X X X X X X X X X X X X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------
<CAPTION>
CUMULATIVE PAID LOSSES AND ALLOCATED
EXPENSES AT YEAR END (000 OMITTED) (12) (13)
------------------------------------ Number of Number of
(9) (10) (11) Claims Closed Claims Closed
With Loss Without Loss
1991 1992 1993 Payment Payment
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ......... 0 0 0 0 0
2. 1984 .......... 8 9 8 0 0
3. 1985 .......... 86 86 88 0 0
4. 1986 .......... 479 518 672 0 0
5. 1987 .......... 591 612 931 259 147
6. 1988 .......... 960 1,173 1,499 302 162
7. 1989 .......... 667 763 1,019 310 132
8. 1990 .......... 1,063 1,339 1,658 3,337 134
9. 1991 .......... 579 1,067 1,525 347 146
10. 1992 .......... X X X 821 1,299 387 147
11. 1993 .......... X X X X X X 1,150 270 107
- -------------------------------------------------------------------------------------------
<FN>
NOTE: Net of salvage and subrogation received.
</TABLE>
<PAGE>
ANNUAL STATEMENT FOR THE YEAR 1993 OF THE American Country Insurance Company
SCHEDULE P - PART 3F - SECTION 1
MEDICAL MALPRACTICE - OCCURRENCE
<TABLE>
<CAPTION>
(1) CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
---------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0 0
3. 1985 ......... X X X 0 0 0 0 0
4. 1986 ......... X X X X X X 0 0 0 0
5. 1987 ......... X X X X X X X X X 0 0 0
6. 1988 ......... X X X X X X X X X X X X 0 0
7. 1989 ......... X X X X X X X X X X X X X X X 0
8. 1990 ......... X X X X X X X X X X X X X X X X X X
9. 1991 ......... X X X X X X X X X X X X X X X X X X
10. 1992 ......... X X X X X X X X X X X X X X X X X X
11. 1993 ......... X X X X X X X X X X X X X X X X X X
- -----------------------------------------------------------------------------------------------------------
<CAPTION>
CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
-------------------------------------------------------- (12) (13)
Number of Number of
(8) (9) (10) (11) Claims Closed Claims Close
With Loss Without Loss
1990 1991 1992 1993 Payment Payment
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0 0
3. 1985 ......... 0 0 0 0 0 0
4. 1986 ......... 0 0 0 0 0 0
5. 1987 ......... 0 0 0 0 0 0
6. 1988 ......... 0 0 0 0 0 0
7. 1989 ......... 0 0 0 0 0 0
8. 1990 ......... 0 0 0 0 0 0
9. 1991 ......... X X X 0 0 0 0 0
10. 1992 ......... X X X X X X 0 0 0 0
11. 1993 ......... X X X X X X X X X 0 0 0
- -----------------------------------------------------------------------------------------------------------
</TABLE>
SCHEDULE P - PART 3F - SECTION 2
MEDICAL MALPRACTICE - CLAIMS MADE
<TABLE>
<CAPTION>
(1) CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0 0
3. 1985 ......... X X X 0 0 0 0 0
4. 1986 ......... X X X X X X 0 0 0 0
5. 1987 ......... X X X X X X X X X 0 0 0
6. 1988 ......... X X X X X X X X X X X X 0 0
7. 1989 ......... X X X X X X X X X X X X X X X 0
8. 1990 ......... X X X X X X X X X X X X X X X X X X
9. 1991 ......... X X X X X X X X X X X X X X X X X X
10. 1992 ......... X X X X X X X X X X X X X X X X X X
11. 1993 ......... X X X X X X X X X X X X X X X X X X
- ------------------------------------------------------------------------------------------------------
<CAPTION>
CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
-------------------------------------------------------- (12) (13)
Number of Number of
(8) (9) (10) (11) Claims Closed Claims Close
With Loss Without Loss
1990 1991 1992 1993 Payment Payment
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0 0
3. 1985 ......... 0 0 0 0 0 0
4. 1986 ......... 0 0 0 0 0 0
5. 1987 ......... 0 0 0 0 0 0
6. 1988 ......... 0 0 0 0 0 0
7. 1989 ......... 0 0 0 0 0 0
8. 1990 ......... 0 0 0 0 0 0
9. 1991 ......... X X X 0 0 0 0 0
10. 1992 ......... X X X X X X 0 0 0 0
11. 1993 ......... X X X X X X X X X 0 0 0
- --------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE P - PART 3G - SPECIAL LIABILITY
(OCEAN MARINE, AIRCRAFT (ALL PERILS),
BOILER AND MACHINERY)
<TABLE>
<CAPTION>
(1) CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
---------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0 0
3. 1985 ......... X X X 0 0 0 0 0
4. 1986 ......... X X X X X X 0 0 0 0
5. 1987 ......... X X X X X X X X X 0 0 0
6. 1988 ......... X X X X X X X X X X X X 0 0
7. 1989 ......... X X X X X X X X X X X X X X X 0
8. 1990 ......... X X X X X X X X X X X X X X X X X X
9. 1991 ......... X X X X X X X X X X X X X X X X X X
10. 1992 ......... X X X X X X X X X X X X X X X X X X
11. 1993 ......... X X X X X X X X X X X X X X X X X X
- ---------------------------------------------------------------------------------------------------------
<CAPTION>
CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
-------------------------------------------------------- (12) (13)
Number of Number of
(8) (9) (10) (11) Claims Closed Claims Close
With Loss Without Loss
1990 1991 1992 1993 Payment Payment
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 X X X X X X
2. 1984 ......... 0 0 0 0 X X X X X X
3. 1985 ......... 0 0 0 0 X X X X X X
4. 1986 ......... 0 0 0 0 X X X X X X
5. 1987 ......... 0 0 0 0 X X X X X X
6. 1988 ......... 0 0 0 0 X X X X X X
7. 1989 ......... 0 0 0 0 X X X X X X
8. 1990 ......... 0 0 0 0 X X X X X X
9. 1991 ......... X X X 0 0 0 X X X X X X
10. 1992 ......... X X X X X X 0 0 X X X X X X
11. 1993 ......... X X X X X X X X X 0 X X X X X X
- -----------------------------------------------------------------------------------------------------
</TABLE>
SCHEDULE P - PART 3H - SECTION 1
OTHER LIABILITY - OCCURRENCE
<TABLE>
(1) CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
----------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0 0 0 0
2. 1984 ......... 0 2 14 17 17 22
3. 1985 ......... X X X 4 132 136 139 152
4. 1986 ......... X X X X X X 1 28 48 66
5. 1987 ......... X X X X X X X X X 80 105 118
6. 1988 ......... X X X X X X X X X X X X 18 48
7. 1989 ......... X X X X X X X X X X X X X X X 10
8. 1990 ......... X X X X X X X X X X X X X X X X X X
9. 1991 ......... X X X X X X X X X X X X X X X X X X
10. 1992 ......... X X X X X X X X X X X X X X X X X X
11. 1993 ......... X X X X X X X X X X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------
<CAPTION>
CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
-------------------------------------------------------- (12) (13)
Number of Number of
(8) (9) (10) (11) Claims Closed Claims Close
With Loss Without Loss
1990 1991 1992 1993 Payment Payment
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0 0
2. 1984 ......... 30 44 46 60 0 0
3. 1985 ......... 158 230 232 237 0 0
4. 1986 ......... 62 96 96 110 0 0
5. 1987 ......... 122 178 180 194 35 26
6. 1988 ......... 106 453 639 709 36 43
7. 1989 ......... 92 141 192 217 24 30
8. 1990 ......... 3 122 250 318 21 20
9. 1991 ......... X X X 30 58 77 17 22
10. 1992 ......... X X X X X X 83 97 15 8
11. 1993 ......... X X X X X X X X X 16 9 6
- -------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE P - PART 3H - SECTION 2
OTHER LIABILITY - CLAIMS MADE
<TABLE>
(1) CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
-----------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0 0
3. 1985 ......... X X X 0 0 0 0 0
4. 1986 ......... X X X X X X 0 0 0 0
5. 1987 ......... X X X X X X X X X 0 0 0
6. 1988 ......... X X X X X X X X X X X X 0 0
7. 1989 ......... X X X X X X X X X X X X X X X 0
8. 1990 ......... X X X X X X X X X X X X X X X X X X
9. 1991 ......... X X X X X X X X X X X X X X X X X X
10. 1992 ......... X X X X X X X X X X X X X X X X X X
11. 1993 ......... X X X X X X X X X X X X X X X X X X
- --------------------------------------------------------------------------------------------------------
<CAPTION>
CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
-------------------------------------------------------- (12) (13)
Number of Number of
(8) (9) (10) (11) Claims Closed Claims Close
With Loss Without Loss
1990 1991 1992 1993 Payment Payment
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0 0
3. 1985 ......... 0 0 0 0 0 0
4. 1986 ......... 0 0 0 0 0 0
5. 1987 ......... 0 0 0 0 0 0
6. 1988 ......... 0 0 0 0 0 0
7. 1989 ......... 0 0 0 0 0 0
8. 1990 ......... 0 0 0 0 0 0
9. 1991 ......... X X X 0 0 0 0 0
10. 1992 ......... X X X X X X 0 0 0 0
11. 1993 ......... X X X X X X X X X 0 0 0
- -------------------------------------------------------------------------------------------------------------
<FN>
NOTE: Net of salvage and subrogation received.
</TABLE>
<PAGE>
ANNUAL STATEMENT FOR THE YEAR 1993 OF THE American Country Insurance Company
SCHEDULE P - PART 3I - SPECIAL PROPERTY (FIRE,
ALLIED LINES, INLAND MARINE, EARTHQUAKE,
GLASS, BURGLARY AND THEFT)
<TABLE>
<CAPTION>
(1) CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
--------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7) (8)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989 1990
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ........ X X X X X X X X X X X X X X X X X X X X X
2. 1992 ......... X X X X X X X X X X X X X X X X X X X X X
3. 1993 ......... X X X X X X X X X X X X X X X X X X X X X
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
CUMULATIVE PAID LOSSES AND ALLOCATED
EXPENSES AT YEAR END (000 OMITTED) (12) (13)
--------------------------------------- Number of Number of
(9) (10) (11) Claims Closed Claims Closed
With Loss Without Loss
1991 1992 1993 Payment Payment
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0 X X X X X X
2. 1992 ......... X X X 38 41 X X X X X X
3. 1993 ......... X X X X X X 19 X X X X X X
- -------------------------------------------------------------------------------------------
</TABLE>
SCHEDULE P - PART 3J - AUTO PHYSICAL DAMAGE
<TABLE>
<CAPTION>
(1) CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
--------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7) (8)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989 1990
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior ........ X X X X X X X X X X X X X X X X X X X X X
2. 1992 ......... X X X X X X X X X X X X X X X X X X X X X
3. 1993 ......... X X X X X X X X X X X X X X X X X X X X X
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
CUMULATIVE PAID LOSSES AND ALLOCATED
EXPENSES AT YEAR END (000 OMITTED) (12) (13)
------------------------------------ Number of Number of
(9) (10) (11) Claims Closed Claims Closed
With Loss Without Loss
1991 1992 1993 Payment Payment
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0 0 0
2. 1992 ......... X X X 1,985 2,382 2,714 409
3. 1993 ......... X X X X X X 2,256 2,065 370
- --------------------------------------------------------------------------------------------
</TABLE>
SCHEDULE P - PART 3K - FIDELITY, SURETY,
FINANCIAL GUARANTY, MORTGAGE GUARANTY
<TABLE>
(1) CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
--------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7) (8)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989 1990
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior ........ X X X X X X X X X X X X X X X X X X X X X
2. 1992 ......... X X X X X X X X X X X X X X X X X X X X X
3. 1993 ......... X X X X X X X X X X X X X X X X X X X X X
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
CUMULATIVE PAID LOSSES AND ALLOCATED
EXPENSES AT YEAR END (000 OMITTED) (12) (13)
------------------------------------ Number of Number of
(9) (10) (11) Claims Closed Claims Closed
With Loss Without Loss
1991 1992 1993 Payment Payment
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0 X X X X X X
2. 1992 ......... X X X 1,706 3,352 X X X X X X
3. 1993 ......... X X X X X X 1,721 X X X X X X
- --------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE P - PART 3L - OTHER
(INCLUDING CREDIT, ACCIDENT AND HEALTH)
<TABLE>
(1) CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
--------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7) (8)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989 1990
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior ........ X X X X X X X X X X X X X X X X X X X X X
2. 1992 ......... X X X X X X X X X X X X X X X X X X X X X
3. 1993 ......... X X X X X X X X X X X X X X X X X X X X X
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
CUMULATIVE PAID LOSSES AND ALLOCATED
EXPENSES AT YEAR END (000 OMITTED) (12) (13)
------------------------------------ Number of Number of
(9) (10) (11) Claims Closed Claims Closed
With Loss Without Loss
1991 1992 1993 Payment Payment
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0 X X X X X X
2. 1992 ......... X X X 0 0 X X X X X X
3. 1993 ......... X X X X X X 0 X X X X X X
- ---------------------------------------------------------------------------------------
</TABLE>
SCHEDULE P - PART 3M - INTERNATIONAL
<TABLE>
(1) CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
------------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7) (8)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989 1990
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0 0 0
3. 1985 ......... X X X 0 0 0 0 0 0
4. 1986 ......... X X X X X X 0 0 0 0 0
5. 1987 ......... X X X X X X X X X 0 0 0 0
6. 1988 ......... X X X X X X X X X X X X 0 0 0
7. 1989 ......... X X X X X X X X X X X X X X X 0 0
8. 1990 ......... X X X X X X X X X X X X X X X X X X 0
9. 1991 ......... X X X X X X X X X X X X X X X X X X X X X
10. 1992 ......... X X X X X X X X X X X X X X X X X X X X X
11. 1993 ......... X X X X X X X X X X X X X X X X X X X X X
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
CUMULATIVE PAID LOSSES AND ALLOCATED
EXPENSES AT YEAR END (000 OMITTED) (12) (13)
------------------------------------ Number of Number of
(9) (10) (11) Claims Closed Claims Closed
With Loss Without Loss
1991 1992 1993 Payment Payment
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 X X X X X X
2. 1984 ......... 0 0 0 X X X X X X
3. 1985 ......... 0 0 0 X X X X X X
4. 1986 ......... 0 0 0 X X X X X X
5. 1987 ......... 0 0 0 X X X X X X
6. 1988 ......... 0 0 0 X X X X X X
7. 1989 ......... 0 0 0 X X X X X X
8. 1990 ......... 0 0 0 X X X X X X
9. 1991 ......... 0 0 0 X X X X X X
10. 1992 ......... X X X 0 0 X X X X X X
11. 1993 ......... X X X X X X 0 X X X X X X
- ---------------------------------------------------------------------------------------
<FN>
NOTE: Net of salvage and subrogation received.
</TABLE>
<PAGE>
ANNUAL STATEMENT FOR THE YEAR 1993 OF THE American Country Insurance Company
<TABLE>
<CAPTION>
SCHEDULE P - PART 3N - REINSURANCE A
(1) CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
-----------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7) (8)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989 1990
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. 1988 ......... X X X X X X X X X X X X 0 0 0
2. 1989 ......... X X X X X X X X X X X X X X X 0 0
3. 1990 ......... X X X X X X X X X X X X X X X X X X 0
4. 1991 ......... X X X X X X X X X X X X X X X X X X X X X
5. 1992 ......... X X X X X X X X X X X X X X X X X X X X X
6. 1993 ......... X X X X X X X X X X X X X X X X X X X X X
- ---------------------------------------------------------------------------------------------------------------------
<CAPTION>
CUMULATIVE PAID LOSSES AND ALLOCATED
EXPENSES AT YEAR END (000 OMITTED) (12) (13)
----------------------------------------- Number of Number of
(9) (10) (11) Claims Closed Claims Closed
With Loss Without Loss
1991 1992 1993 Payment Payment
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. 1988 ......... 0 0 0 X X X X X X
2. 1989 ......... 0 0 0 X X X X X X
3. 1990 ......... 0 0 0 X X X X X X
4. 1991 ......... 0 0 0 X X X X X X
5. 1992 ......... X X X 0 0 X X X X X X
6. 1993 ......... X X X X X X 0 X X X X X X
- ---------------------------------------------------------------------------------------------
</TABLE>
SCHEDULE P - PART 3O - REINSURANCE B
<TABLE>
<CAPTION>
(1) CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
----------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6)
Losses Were
Incurred 1984 1985 1986 1987 1988
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. 1988 ......... X X X X X X X X X X X X 0
2. 1989 ......... X X X X X X X X X X X X X X X
3. 1990 ......... X X X X X X X X X X X X X X X
4. 1991 ......... X X X X X X X X X X X X X X X
5. 1992 ......... X X X X X X X X X X X X X X X
6. 1993 ......... X X X X X X X X X X X X X X X
- ----------------------------------------------------------------------------------------------
<CAPTION>
CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED) (12) (13)
------------------------------------------------------------ Number of Number of
(7) (8) (9) (10) (11) Claims Closed Claims Closed
With Loss Without Loss
1989 1990 1991 1992 1993 Payment Payment
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. 1988 ......... 0 0 0 0 0 X X X X X X
2. 1989 ......... 0 0 0 0 0 X X X X X X
3. 1990 ......... X X X 0 0 0 0 X X X X X X
4. 1991 ......... X X X X X X 0 0 0 X X X X X X
5. 1992 ......... X X X X X X X X X 0 0 X X X X X X
6. 1993 ......... X X X X X X X X X X X X 0 X X X X X X
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
SCHEDULE P - PART 3P - REINSURANCE C
<TABLE>
<CAPTION>
(1) CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END
(000 OMITTED)
-------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6)
Losses Were
Incurred 1984 1985 1986 1987 1988
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. 1988 ......... X X X X X X X X X X X X 0
2. 1989 ......... X X X X X X X X X X X X X X X
3. 1990 ......... X X X X X X X X X X X X X X X
4. 1991 ......... X X X X X X X X X X X X X X X
5. 1992 ......... X X X X X X X X X X X X X X X
6. 1993 ......... X X X X X X X X X X X X X X X
- ---------------------------------------------------------------------------------------
<CAPTION>
CUMULATIVE PAID LOSSES AND ALLOCATED
EXPENSES AT YEAR END (000 OMITTED) (12) (13)
------------------------------------ Number of Number of
(7) (8) (9) (10) (11) Claims Closed Claims Closed
With Loss Without Loss
1989 1990 1991 1992 1993 Payment Payment
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. 1988 ......... 0 0 0 0 0 X X X X X X
2. 1989 ......... 0 0 0 0 0 X X X X X X
3. 1990 ......... X X X 0 0 0 0 X X X X X X
4. 1991 ......... X X X X X X 0 0 0 X X X X X X
5. 1992 ......... X X X X X X X X X 0 0 X X X X X X
6. 1993 ......... X X X X X X X X X X X X 0 X X X X X X
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE P - PART 3Q - REINSURANCE D
<TABLE>
<CAPTION>
(1) CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6)
Losses Were
Incurred 1984 1985 1986 1987 1988
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0
3. 1985 ......... X X X 0 0 0 0
4. 1986 ......... X X X X X X 0 0 0
5. 1987 ......... X X X X X X X X X 0 0
- ----------------------------------------------------------------------------------------------
<CAPTION>
CUMULATIVE PAID LOSSES AND ALLOCATED
EXPENSES AT YEAR END (000 OMITTED) (12) (13)
------------------------------------------------------------ Number of Number of
(7) (8) (9) (10) (11) Claims Closed Claims Closed
With Loss Without Loss
1989 1990 1991 1992 1993 Payment Payment
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0 X X X X X X
2. 1984 ......... 0 0 0 0 0 X X X X X X
3. 1985 ......... 0 0 0 0 0 X X X X X X
4. 1986 ......... 0 0 0 0 0 X X X X X X
5. 1987 ......... 0 0 0 0 0 X X X X X X
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
SCHEDULE P - PART 3R - SECTION 1
PRODUCTS LIABILITY - OCCURRENCE
<TABLE>
<CAPTION>
(1) CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
-----------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6)
Losses Were
Incurred 1984 1985 1986 1987 1988
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0
3. 1985 ......... X X X 0 0 0 0
4. 1986 ......... X X X X X X 0 0 0
5. 1987 ......... X X X X X X X X X 0 0
6. 1988 ......... X X X X X X X X X X X X 0
7. 1989 ......... X X X X X X X X X X X X X X X
8. 1990 ......... X X X X X X X X X X X X X X X
9. 1991 ......... X X X X X X X X X X X X X X X
10. 1992 ......... X X X X X X X X X X X X X X X
11. 1993 ......... X X X X X X X X X X X X X X X
- ----------------------------------------------------------------------------------------
<CAPTION>
CUMULATIVE PAID LOSSES AND ALLOCATED
EXPENSES AT YEAR END (000 OMITTED) (12) (13)
------------------------------------------------------------ Number of Number of
(7) (8) (9) (10) (11) Claims Closed Claims Closed
With Loss Without Loss
1989 1990 1991 1992 1993 Payment Payment
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0 0 0
3. 1985 ......... 0 0 0 0 0 0 0
4. 1986 ......... 0 0 0 0 0 0 0
5. 1987 ......... 0 0 0 0 0 0 0
6. 1988 ......... 0 0 0 0 0 0 0
7. 1989 ......... 0 0 0 0 0 0 0
8. 1990 ......... X X X 0 0 0 0 0 0
9. 1991 ......... X X X X X X 0 0 0 0 0
10. 1992 ......... X X X X X X X X X 0 0 0 0
11. 1993 ......... X X X X X X X X X X X X 0 0 0
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE P - PART 3R - SECTION 2
PRODUCTS LIABILITY - CLAIMS MADE
<TABLE>
<CAPTION>
(1) CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
-----------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6)
Losses Were
Incurred 1984 1985 1986 1987 1988
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0
3. 1985 ......... X X X 0 0 0 0
4. 1986 ......... X X X X X X 0 0 0
5. 1987 ......... X X X X X X X X X 0 0
6. 1988 ......... X X X X X X X X X X X X 0
7. 1989 ......... X X X X X X X X X X X X X X X
8. 1990 ......... X X X X X X X X X X X X X X X
9. 1991 ......... X X X X X X X X X X X X X X X
10. 1992 ......... X X X X X X X X X X X X X X X
11. 1993 ......... X X X X X X X X X X X X X X X
- --------------------------------------------------------------------------------------------
<CAPTION>
CUMULATIVE PAID LOSSES AND ALLOCATED
EXPENSES AT YEAR END (000 OMITTED) (12) (13)
------------------------------------ Number of Number of
(7) (8) (9) (10) (11) Claims Closed Claims Closed
With Loss Without Loss
1989 1990 1991 1992 1993 Payment Payment
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0 0 0
3. 1985 ......... 0 0 0 0 0 0 0
4. 1986 ......... 0 0 0 0 0 0 0
5. 1987 ......... 0 0 0 0 0 0 0
6. 1988 ......... 0 0 0 0 0 0 0
7. 1989 ......... 0 0 0 0 0 0 0
8. 1990 ......... X X X 0 0 0 0 0 0
9. 1991 ......... X X X X X X 0 0 0 0 0
10. 1992 ......... X X X X X X X X X 0 0 0 0
11. 1993 ......... X X X X X X X X X X X X 0 0 0
- ----------------------------------------------------------------------------------------------------------------------
<FN>
NOTE: Net of salvage and subrogation received.
</TABLE>
<PAGE>
ANNUAL STATEMENT FOR THE YEAR 1993 OF THE American Country Insurance Company
SCHEDULE P - PART 4A - HOMEOWNERS/FARMOWNERS
<TABLE>
<CAPTION>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT
(1) YEAR END (OMITTED)
--------------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6)
Losses Were
Incurred 1984 1985 1986 1987 1988
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0
3. 1985 ......... X X X 12 0 0 0
4. 1986 ......... X X X X X X 25 0 0
5. 1987 ......... X X X X X X X X X 79 0
6. 1988 ......... X X X X X X X X X X X X 88
7. 1989 ......... X X X X X X X X X X X X X X X
8. 1990 ......... X X X X X X X X X X X X X X X
9. 1991 ......... X X X X X X X X X X X X X X X
10. 1992 ......... X X X X X X X X X X X X X X X
11. 1993 ......... X X X X X X X X X X X X X X X
- ---------------------------------------------------------------------------------------------------------
<CAPTION>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT
YEAR END (OMITTED)
------------------------------------------------------------------------------------
(7) (8) (9) (10) (11)
1989 1990 1991 1992 1993
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0
3. 1985 ......... 0 0 0 0 0
4. 1986 ......... 0 0 0 0 0
5. 1987 ......... 0 0 0 0 0
6. 1988 ......... 0 0 0 0 0
7. 1989 ......... 111 28 0 0 0
8. 1990 ......... X X X 84 0 0 0
9. 1991 ......... X X X X X X 128 0 6
10. 1992 ......... X X X X X X X X X 123 11
11. 1993 ......... X X X X X X X X X X X X 99
- ---------------------------------------------------------------------------------------------------------
</TABLE>
SCHEDULE P - PART 4B
PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
<TABLE>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT
(1) YEAR END (OMITTED)
-------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6)
Losses Were
Incurred 1984 1985 1986 1987 1988
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0
2. 1984 ......... 14 0 0 0 0
3. 1985 ......... X X X 200 0 0 0
4. 1986 ......... X X X X X X 400 0 0
5. 1987 ......... X X X X X X X X X 609 0
6. 1988 ......... X X X X X X X X X X X X 600
7. 1989 ......... X X X X X X X X X X X X X X X
8. 1990 ......... X X X X X X X X X X X X X X X
9. 1991 ......... X X X X X X X X X X X X X X X
10. 1992 ......... X X X X X X X X X X X X X X X
11. 1993 ......... X X X X X X X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------
<CAPTION>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT
YEAR END (OMITTED)
------------------------------------------------------------------------------------
(7) (8) (9) (10) (11)
1989 1990 1991 1992 1993
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0
3. 1985 ......... 0 0 0 0 0
4. 1986 ......... 0 0 0 0 0
5. 1987 ......... 0 0 0 0 0
6. 1988 ......... 0 33 0 0 0
7. 1989 ......... 568 130 0 0 0
8. 1990 ......... X X X 486 0 0 0
9. 1991 ......... X X X X X X 798 0 31
10. 1992 ......... X X X X X X X X X 768 60
11. 1993 ......... X X X X X X X X X X X X 518
- ---------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE P - PART 4C
COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
<TABLE>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT
(1) YEAR END (OMITTED)
----------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6)
Losses Were
Incurred 1984 1985 1986 1987 1988
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0
2. 1984 ......... 136 0 0 0 0
3. 1985 ......... X X X 25 100 0 0
4. 1986 ......... X X X X X X 0 0 0
5. 1987 ......... X X X X X X X X X 212 0
6. 1988 ......... X X X X X X X X X X X X 334
7. 1989 ......... X X X X X X X X X X X X X X X
8. 1990 ......... X X X X X X X X X X X X X X X
9. 1991 ......... X X X X X X X X X X X X X X X
10. 1992 ......... X X X X X X X X X X X X X X X
11. 1993 ......... X X X X X X X X X X X X X X X
- -------------------------------------------------------------------------------------------------------
<CAPTION>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT
YEAR END (OMITTED)
-----------------------------------------------------------------------------------
(7) (8) (9) (10) (11)
1989 1990 1991 1992 1993
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0
3. 1985 ......... 0 0 0 0 0
4. 1986 ......... 0 0 0 0 0
5. 1987 ......... 17 8 4 0 0
6. 1988 ......... 32 39 9 0 0
7. 1989 ......... 191 107 7 0 0
8. 1990 ......... X X X 357 7 0 0
9. 1991 ......... X X X X X X 463 0 21
10. 1992 ......... X X X X X X X X X 537 44
11. 1993 ......... X X X X X X X X X X X X 372
- --------------------------------------------------------------------------------------------------------
</TABLE>
SCHEDULE P - PART 4D - WORKERS' COMPENSATION
<TABLE>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT
(1) YEAR END (OMITTED)
------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6)
Losses Were
Incurred 1984 1985 1986 1987 1988
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0
2. 1984 ......... 50 100 0 1 1
3. 1985 ......... X X X 395 100 23 6
4. 1986 ......... X X X X X X 400 130 45
5. 1987 ......... X X X X X X X X X 871 125
6. 1988 ......... X X X X X X X X X X X X 1,238
7. 1989 ......... X X X X X X X X X X X X X X X
8. 1990 ......... X X X X X X X X X X X X X X X
9. 1991 ......... X X X X X X X X X X X X X X X
10. 1992 ......... X X X X X X X X X X X X X X X
11. 1993 ......... X X X X X X X X X X X X X X X
- ---------------------------------------------------------------------------------------------------------
<CAPTION>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT
YEAR END (OMITTED)
------------------------------------------------------------------------------------
(7) (8) (9) (10) (11)
1989 1990 1991 1992 1993
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 3
2. 1984 ......... 0 1 0 0 0
3. 1985 ......... 3 4 0 1 0
4. 1986 ......... 22 15 6 4 4
5. 1987 ......... 57 34 21 8 11
6. 1988 ......... 162 218 56 22 12
7. 1989 ......... 1,760 833 123 55 20
8. 1990 ......... X X X 1,982 294 143 83
9. 1991 ......... X X X X X X 3,522 128 428
10. 1992 ......... X X X X X X X X X 3,402 1,606
11. 1993 ......... X X X X X X X X X X X X 3,226
- ---------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE P - PART 4E - COMMERCIAL MULTIPLE PERIL
<TABLE>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT
(1) YEAR END (OMITTED)
----------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6)
Losses Were
Incurred 1984 1985 1986 1987 1988
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0
2. 1984 ......... 16 0 0 0 0
3. 1985 ......... X X X 75 25 0 0
4. 1986 ......... X X X X X X 75 0 0
5. 1987 ......... X X X X X X X X X 345 0
6. 1988 ......... X X X X X X X X X X X X 415
7. 1989 ......... X X X X X X X X X X X X X X X
8. 1990 ......... X X X X X X X X X X X X X X X
9. 1991 ......... X X X X X X X X X X X X X X X
10. 1992 ......... X X X X X X X X X X X X X X X
11. 1993 ......... X X X X X X X X X X X X X X X
- -------------------------------------------------------------------------------------------------------
<CAPTION>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT
YEAR END (OMITTED)
----------------------------------------------------------------------------------
(7) (8) (9) (10) (11)
1989 1990 1991 1992 1993
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0
3. 1985 ......... 0 0 0 0 0
4. 1986 ......... 0 0 0 0 0
5. 1987 ......... 0 0 0 0 0
6. 1988 ......... 0 48 0 0 0
7. 1989 ......... 636 191 0 0 0
8. 1990 ......... X X X 714 0 0 0
9. 1991 ......... X X X X X X 1,110 0 57
10. 1992 ......... X X X X X X X X X 1,518 114
11. 1993 ......... X X X X X X X X X X X X 975
- --------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
ANNUAL STATEMENT FOR THE YEAR 1993 OF THE American
Country Insurance Company (10U (1X &k4.9H
SCHEDULE P - PART 4F - SECTION 1
MEDICAL MALPRACTICE - OCCURRENCE
<TABLE>
<CAPTION>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES
(1) AT YEAR END (000 OMITTED)
-------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6)
Losses Were
Incurred 1984 1985 1986 1987 1988
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0
3. 1985 ......... X X X 0 0 0 0
4. 1986 ......... X X X X X X 0 0 0
5. 1987 ......... X X X X X X X X X 0 0
6. 1988 ......... X X X X X X X X X X X X 0
7. 1989 ......... X X X X X X X X X X X X X X X
8. 1990 ......... X X X X X X X X X X X X X X X
9. 1991 ......... X X X X X X X X X X X X X X X
10. 1992 ......... X X X X X X X X X X X X X X X
11. 1993 ......... X X X X X X X X X X X X X X X
- ---------------------------------------------------------------------------------------------------------
<CAPTION>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT
YEAR END (000 OMITTED)
-------------------------------------------------------------------------------
(7) (8) (9) (10) (11)
1989 1990 1991 1992 1993
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0
3. 1985 ......... 0 0 0 0 0
4. 1986 ......... 0 0 0 0 0
5. 1987 ......... 0 0 0 0 0
6. 1988 ......... 0 0 0 0 0
7. 1989 ......... 0 0 0 0 0
8. 1990 ......... X X X 0 0 0 0
9. 1991 ......... X X X X X X 0 0 0
10. 1992 ......... X X X X X X X X X 0 0
11. 1993 ......... X X X X X X X X X X X X 0
- ----------------------------------------------------------------------------------------------------------
</TABLE>
SCHEDULE P - PART 4F - SECTION 2
MEDICAL MALPRACTICE - CLAIMS MADE
<TABLE>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES
(1) AT YEAR END (000 OMITTED)
-------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6)
Losses Were
Incurred 1984 1985 1986 1987 1988
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0
3. 1985 ......... X X X 0 0 0 0
4. 1986 ......... X X X X X X 0 0 0
5. 1987 ......... X X X X X X X X X 0 0
6. 1988 ......... X X X X X X X X X X X X 0
7. 1989 ......... X X X X X X X X X X X X X X X
8. 1990 ......... X X X X X X X X X X X X X X X
9. 1991 ......... X X X X X X X X X X X X X X X
10. 1992 ......... X X X X X X X X X X X X X X X
11. 1993 ......... X X X X X X X X X X X X X X X
- -------------------------------------------------------------------------------------------------------
<CAPTION>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT
YEAR END (000 OMITTED)
-------------------------------------------------------------------------------
(7) (8) (9) (10) (11)
1989 1990 1991 1992 1993
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0
3. 1985 ......... 0 0 0 0 0
4. 1986 ......... 0 0 0 0 0
5. 1987 ......... 0 0 0 0 0
6. 1988 ......... 0 0 0 0 0
7. 1989 ......... 0 0 0 0 0
8. 1990 ......... X X X 0 0 0 0
9. 1991 ......... X X X X X X 0 0 0
10. 1992 ......... X X X X X X X X X 0 0
11. 1993 ......... X X X X X X X X X X X X 0
- --------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE P - PART 4G - SPECIAL LIABILITY
(OCEAN MARINE, AIRCRAFT (ALL PERILS),
BOILER AND MACHINERY)
<TABLE>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES
(1) AT YEAR END (000 OMITTED)
-------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6)
Losses Were
Incurred 1984 1985 1986 1987 1988
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0
3. 1985 ......... X X X 0 0 0 0
4. 1986 ......... X X X X X X 0 0 0
5. 1987 ......... X X X X X X X X X 0 0
6. 1988 ......... X X X X X X X X X X X X 0
7. 1989 ......... X X X X X X X X X X X X X X X
8. 1990 ......... X X X X X X X X X X X X X X X
9. 1991 ......... X X X X X X X X X X X X X X X
10. 1992 ......... X X X X X X X X X X X X X X X
11. 1993 ......... X X X X X X X X X X X X X X X
- ---------------------------------------------------------------------------------------------------------
<CAPTION>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT
YEAR END (000 OMITTED)
-------------------------------------------------------------------------------
(7) (8) (9) (10) (11)
1989 1990 1991 1992 1993
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0
3. 1985 ......... 0 0 0 0 0
4. 1986 ......... 0 0 0 0 0
5. 1987 ......... 0 0 0 0 0
6. 1988 ......... 0 0 0 0 0
7. 1989 ......... 0 0 0 0 0
8. 1990 ......... X X X 0 0 0 0
9. 1991 ......... X X X X X X 0 0 0
10. 1992 ......... X X X X X X X X X 0 0
11. 1993 ......... X X X X X X X X X X X X 0
- ----------------------------------------------------------------------------------------------------------
</TABLE>
SCHEDULE P - PART 4H - SECTION 1
OTHER LIABILITY - OCCURRENCE
<TABLE>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES
(1) AT YEAR END (000 OMITTED)
-------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6)
Losses Were
Incurred 1984 1985 1986 1987 1988
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0
2. 1984 ......... 13 0 0 0 0
3. 1985 ......... X X X 25 10 0 0
4. 1986 ......... X X X X X X 40 0 0
5. 1987 ......... X X X X X X X X X 291 175
6. 1988 ......... X X X X X X X X X X X X 418
7. 1989 ......... X X X X X X X X X X X X X X X
8. 1990 ......... X X X X X X X X X X X X X X X
9. 1991 ......... X X X X X X X X X X X X X X X
10. 1992 ......... X X X X X X X X X X X X X X X
11. 1993 ......... X X X X X X X X X X X X X X X
- -------------------------------------------------------------------------------------------------------
<CAPTION>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT
YEAR END (000 OMITTED)
-------------------------------------------------------------------------------
(7) (8) (9) (10) (11)
1989 1990 1991 1992 1993
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0
3. 1985 ......... 0 0 0 0 0
4. 1986 ......... 0 0 0 0 0
5. 1987 ......... 100 0 0 0 0
6. 1988 ......... 100 96 0 0 0
7. 1989 ......... 489 292 0 0 0
8. 1990 ......... X X X 281 0 0 0
9. 1991 ......... X X X X X X 655 0 60
10. 1992 ......... X X X X X X X X X 493 20
11. 1993 ......... X X X X X X X X X X X X 118
- --------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE P - PART 4H - SECTION 2
OTHER LIABILITY - CLAIMS MADE
<TABLE>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES
(1) AT YEAR END (000 OMITTED)
-------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6)
Losses Were
Incurred 1984 1985 1986 1987 1988
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0
3. 1985 ......... X X X 0 0 0 0
4. 1986 ......... X X X X X X 0 0 0
5. 1987 ......... X X X X X X X X X 0 0
6. 1988 ......... X X X X X X X X X X X X 0
7. 1989 ......... X X X X X X X X X X X X X X X
8. 1990 ......... X X X X X X X X X X X X X X X
9. 1991 ......... X X X X X X X X X X X X X X X
10. 1992 ......... X X X X X X X X X X X X X X X
11. 1993 ......... X X X X X X X X X X X X X X X
- -------------------------------------------------------------------------------------------------------
<CAPTION>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT
YEAR END (000 OMITTED)
-------------------------------------------------------------------------------
(7) (8) (9) (10) (11)
1989 1990 1991 1992 1993
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0
3. 1985 ......... 0 0 0 0 0
4. 1986 ......... 0 0 0 0 0
5. 1987 ......... 0 0 0 0 0
6. 1988 ......... 0 0 0 0 0
7. 1989 ......... 0 0 0 0 0
8. 1990 ......... X X X 0 0 0 51
9. 1991 ......... X X X X X X 0 0 95
10. 1992 ......... X X X X X X X X X 0 88
11. 1993 ......... X X X X X X X X X X X X 60
- ---------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
ANNUAL STATEMENT FOR THE YEAR 1993 OF THE American Country Insurance Company
SCHEDULE P - PART 4I - SPECIAL PROPERTY (FIRE,
ALLIED LINES, INLAND MARINE, EARTHQUAKE,
GLASS, BURGLARY AND THEFT)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
(1) BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
------------------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ........ X X X X X X X X X X X X X X X X X X
2. 1992 ......... X X X X X X X X X X X X X X X X X X
3. 1993 ......... X X X X X X X X X X X X X X X X X X
- --------------------------------------------------------------------------------------------------------------------------
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED
EXPENSES AT YEAR END (000 OMITTED)
-------------------------------------------------------------------
(8) (9) (10) (11)
1990 1991 1992 1993
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior ........ X X X 0 0 0
2. 1992 ......... X X X X X X 13 0
3. 1993 ......... X X X X X X X X X 13
- --------------------------------------------------------------------------------------
</TABLE>
SCHEDULE P - PART 4J - AUTO PHYSICAL DAMAGE
<TABLE>
(1) BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
------------------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ........ X X X X X X X X X X X X X X X X X X
2. 1992 ......... X X X X X X X X X X X X X X X X X X
3. 1993 ......... X X X X X X X X X X X X X X X X X X
- --------------------------------------------------------------------------------------------------------------------------
<CAPTION>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED
EXPENSES AT YEAR END (000 OMITTED)
-------------------------------------------------------------------
(8) (9) (10) (11)
1990 1991 1992 1993
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior ........ X X X 0 0 0
2. 1992 ......... X X X X X X 206 0
3. 1993 ......... X X X X X X X X X 157
- --------------------------------------------------------------------------------------
</TABLE>
SCHEDULE P - PART 4K - FIDELITY, SURETY,
FINANCIAL GUARANTY, MORTGAGE GUARANTY
<TABLE>
(1) BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
------------------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ........ X X X X X X X X X X X X X X X X X X
2. 1992 ......... X X X X X X X X X X X X X X X X X X
3. 1993 ......... X X X X X X X X X X X X X X X X X X
- --------------------------------------------------------------------------------------------------------------------------
<CAPTION>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED
EXPENSES AT YEAR END (000 OMITTED)
-------------------------------------------------------------------
(8) (9) (10) (11)
1990 1991 1992 1993
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior ........ X X X 0 0 0
2. 1992 ......... X X X X X X 5,032 541
3. 1993 ......... X X X X X X X X X 4,541
- --------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE P - PART 4L - OTHER
(INCLUDING CREDIT, ACCIDENT AND HEALTH)
<TABLE>
(1) BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
------------------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ........ X X X X X X X X X X X X X X X X X X
2. 1992 ......... X X X X X X X X X X X X X X X X X X
3. 1993 ......... X X X X X X X X X X X X X X X X X X
- --------------------------------------------------------------------------------------------------------------------------
<CAPTION>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED
EXPENSES AT YEAR END (000 OMITTED)
-------------------------------------------------------------------
(8) (9) (10) (11)
1990 1991 1992 1993
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior ........ X X X 0 0 0
2. 1992 ......... X X X X X X 0 0
3. 1993 ......... X X X X X X X X X 0
- --------------------------------------------------------------------------------------
</TABLE>
SCHEDULE P - PART 4M - INTERNATIONAL
<TABLE>
(1) BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
------------------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0 0
3. 1985 ......... X X X 0 0 0 0 0
4. 1986 ......... X X X X X X 0 0 0 0
5. 1987 ......... X X X X X X X X X 0 0 0
6. 1988 ......... X X X X X X X X X X X X 0 0
7. 1989 ......... X X X X X X X X X X X X X X X 0
8. 1990 ......... X X X X X X X X X X X X X X X X X X
9. 1991 ......... X X X X X X X X X X X X X X X X X X
10. 1992 ......... X X X X X X X X X X X X X X X X X X
11. 1993 ......... X X X X X X X X X X X X X X X X X X
- --------------------------------------------------------------------------------------------------------------------------
<CAPTION>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED
EXPENSES AT YEAR END (000 OMITTED)
-------------------------------------------------------------------
(8) (9) (10) (11)
1990 1991 1992 1993
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0
2. 1984 ......... 0 0 0 0
3. 1985 ......... 0 0 0 0
4. 1986 ......... 0 0 0 0
5. 1987 ......... 0 0 0 0
6. 1988 ......... 0 0 0 0
7. 1989 ......... 0 0 0 0
8. 1990 ......... 0 0 0 0
9. 1991 ......... X X X 0 0 0
10. 1992 ......... X X X X X X 0 0
11. 1993 ......... X X X X X X X X X 0
- --------------------------------------------------------------------------------------
</TABLE>
<PAGE>
ANNUAL STATEMENT FOR THE YEAR 1993 OF THE American Country Insurance Company
SCHEDULE P - PART 4N - REINSURANCE A
<TABLE>
<CAPTION>
(1) BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
- ----------------------------------------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. 1988 ......... X X X X X X X X X X X X 0 0
2. 1989 ......... X X X X X X X X X X X X X X X 0
3. 1990 ......... X X X X X X X X X X X X X X X X X X
4. 1991 ......... X X X X X X X X X X X X X X X X X X
5. 1992 ......... X X X X X X X X X X X X X X X X X X
6. 1993 ......... X X X X X X X X X X X X X X X X X X
- ---------------------------------------------------------------------------------------------------------------------------
<CAPTION>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED
EXPENSES AT YEAR END (000 OMITTED)
-------------------------------------------------------------------
(8) (9) (10) (11)
1990 1991 1992 1993
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. 1988 ......... 0 0 0 0
2. 1989 ......... 0 0 0 0
3. 1990 ......... 0 0 0 0
4. 1991 ......... X X X 0 0 0
5. 1992 ......... X X X X X X 0 0
6. 1993 ......... X X X X X X X X X 0
- --------------------------------------------------------------------------------------
</TABLE>
SCHEDULE P - PART 4O - REINSURANCE B
<TABLE>
(1) BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
- ----------------------------------------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. 1988 ......... X X X X X X X X X X X X 0 0
2. 1989 ......... X X X X X X X X X X X X X X X 0
3. 1990 ......... X X X X X X X X X X X X X X X X X X
4. 1991 ......... X X X X X X X X X X X X X X X X X X
5. 1992 ......... X X X X X X X X X X X X X X X X X X
6. 1993 ......... X X X X X X X X X X X X X X X X X X
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED
EXPENSES AT YEAR END (000 OMITTED)
-------------------------------------------------------------------
(8) (9) (10) (11)
1990 1991 1992 1993
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. 1988 ......... 0 0 0 0
2. 1989 ......... 0 0 0 0
3. 1990 ......... 0 0 0 0
4. 1991 ......... X X X 0 0 0
5. 1992 ......... X X X X X X 0 0
6. 1993 ......... X X X X X X X X X 0
- --------------------------------------------------------------------------------------
</TABLE>
SCHEDULE P - PART 4P - REINSURANCE C
<TABLE>
(1) BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
- ----------------------------------------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. 1988 ......... X X X X X X X X X X X X 0 0
2. 1989 ......... X X X X X X X X X X X X X X X 0
3. 1990 ......... X X X X X X X X X X X X X X X X X X
4. 1991 ......... X X X X X X X X X X X X X X X X X X
5. 1992 ......... X X X X X X X X X X X X X X X X X X
6. 1993 ......... X X X X X X X X X X X X X X X X X X
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED
EXPENSES AT YEAR END (000 OMITTED)
-------------------------------------------------------------------
(8) (9) (10) (11)
1990 1991 1992 1993
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. 1988 ......... 0 0 0 0
2. 1989 ......... 0 0 0 0
3. 1990 ......... 0 0 0 0
4. 1991 ......... X X X 0 0 0
5. 1992 ......... X X X X X X 0 0
6. 1993 ......... X X X X X X X X X 0
- --------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE P - PART 4Q - REINSURANCE D
<TABLE>
(1) BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
- ----------------------------------------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0 0
3. 1985 ......... X X X 0 0 0 0 0
4. 1986 ......... X X X X X X 0 0 0 0
5. 1987 ......... X X X X X X X X X 0 0 0
- ----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED
EXPENSES AT YEAR END (000 OMITTED)
-------------------------------------------------------------------
(8) (9) (10) (11)
1990 1991 1992 1993
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0
2. 1984 ......... 0 0 0 0
3. 1985 ......... 0 0 0 0
4. 1986 ......... 0 0 0 0
5. 1987 ......... 0 0 0 0
- --------------------------------------------------------------------------------------
</TABLE>
SCHEDULE P - PART 4R - SECTION 1
PRODUCTS LIABILITY - OCCURRENCE
<TABLE>
(1) BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
- ----------------------------------------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0 0
3. 1985 ......... X X X 0 0 0 0 0
4. 1986 ......... X X X X X X 0 0 0 0
5. 1987 ......... X X X X X X X X X 0 0 0
6. 1988 ......... X X X X X X X X X X X X 0 0
7. 1989 ......... X X X X X X X X X X X X X X X 0
8. 1990 ......... X X X X X X X X X X X X X X X X X X
9. 1991 ......... X X X X X X X X X X X X X X X X X X
10. 1992 ......... X X X X X X X X X X X X X X X X X X
11. 1993 ......... X X X X X X X X X X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED
EXPENSES AT YEAR END (000 OMITTED)
-------------------------------------------------------------------
(8) (9) (10) (11)
1990 1991 1992 1993
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0
2. 1984 ......... 0 0 0 0
3. 1985 ......... 0 0 0 0
4. 1986 ......... 0 0 0 0
5. 1987 ......... 0 0 0 0
6. 1988 ......... 0 0 0 0
7. 1989 ......... 0 0 0 0
8. 1990 ......... 0 0 0 0
9. 1991 ......... X X X 0 0 0
10. 1992 ......... X X X X X X 0 0
11. 1993 ......... X X X X X X X X X 0
- --------------------------------------------------------------------------------------
</TABLE>
SCHEDULE P - PART 4R - SECTION 2
PRODUCTS LIABILITY - CLAIMS MADE
<TABLE>
(1) BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
- ----------------------------------------------------------------------------------------------------------------------------
Years in Which (2) (3) (4) (5) (6) (7)
Losses Were
Incurred 1984 1985 1986 1987 1988 1989
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0 0 0
2. 1984 ......... 0 0 0 0 0 0
3. 1985 ......... X X X 0 0 0 0 0
4. 1986 ......... X X X X X X 0 0 0 0
5. 1987 ......... X X X X X X X X X 0 0 0
6. 1988 ......... X X X X X X X X X X X X 0 0
7. 1989 ......... X X X X X X X X X X X X X X X 0
8. 1990 ......... X X X X X X X X X X X X X X X X X X
9. 1991 ......... X X X X X X X X X X X X X X X X X X
10. 1992 ......... X X X X X X X X X X X X X X X X X X
11. 1993 ......... X X X X X X X X X X X X X X X X X X
- ----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
BULK AND INCURRED BUT NOT REPORTED RESERVES ON LOSSES AND ALLOCATED
EXPENSES AT YEAR END (000 OMITTED)
-------------------------------------------------------------------
(8) (9) (10) (11)
1990 1991 1992 1993
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Prior ........ 0 0 0 0
2. 1984 ......... 0 0 0 0
3. 1985 ......... 0 0 0 0
4. 1986 ......... 0 0 0 0
5. 1987 ......... 0 0 0 0
6. 1988 ......... 0 0 0 0
7. 1989 ......... 0 0 0 0
8. 1990 ......... 0 0 0 0
9. 1991 ......... X X X 0 0 0
10. 1992 ......... X X X X X X 0 0
11. 1993 ......... X X X X X X X X X 0
- --------------------------------------------------------------------------------------
</TABLE>
<PAGE>
ANNUAL STATEMENT FOR THE YEAR 1993 OF THE American Country Insurance Company
SCHEDULE P INTERROGATORIES
1. Computation of excess statutory reserves over statement reserves. See
Instructions for explanation and formulas.
(a) Auto Liability (private passenger and commercial)
<TABLE>
<S> <C> <C> <C>
1993 $ 0 ( 0.0 %) 1992 $ 0 ( 0.0 %) 1991 $ 0 ( 0.0 %) Total $ 0
</TABLE>
(b) Other Liability and Products Liability
<TABLE>
<S> <C> <C> <C>
1993 $ 0 ( 0.0 %) 1992 $ 0 ( 0.0 %) 1991 $ 0 ( 0.0 %) Total $ 0
</TABLE>
(c) Medical Malpractice
<TABLE>
<S> <C> <C> <C>
1993 $ 0 ( 0.0 %) 1992 $ 0 ( 0.0 %) 1991 $ 0 ( 0.0 %) Total $ 0
</TABLE>
(d) Workers' Compensation
<TABLE>
<S> <C> <C> <C>
1993 $ 0 ( 0.0 %) 1992 $ 0 ( 0.0 %) 1991 $ 0 ( 0.0 %) Total $ 0
</TABLE>
<TABLE>
<S> <C>
(e) Credit Total $ 0
</TABLE>
<TABLE>
<S> <C>
(f) All Lines Total (Report here and Page 3) Total $ 0
</TABLE>
2. What is the extended loss and expense reserve - direct and assumed-for the
following classes? An example of an extended loss and expense reserve is
the actuarial reserve for the free-tail coverage arising upon death,
disability or retirement in most medical malpractice policies. Such a
liability is to be reported here even if it was not reported elsewhere in
Schedule P, but otherwise reported as a liability item on page 3. Show the
full reserve amount, not just the change during the current year.
<TABLE>
<CAPTION>
Years in which premiums were 1 2 3
earned and losses were incurred Medical Malpractice Other Liability Products Liability
<S> <C> <C> <C>
(a) 1987 $ 0 $ 0 $ 0
(b) 1988 $ 0 $ 0 $ 0
(c) 1989 $ 0 $ 0 $ 0
(d) 1990 $ 0 $ 0 $ 0
(e) 1991 $ 0 $ 0 $ 0
(f) 1992 $ 0 $ 0 $ 0
(g) 1993 $ 0 $ 0 $ 0
(h) TOTALS $ 0 $ 0 $ 0
</TABLE>
3. The term "Loss expense" includes all payments for legal expenses, including
attorney's and witness fees and court costs, salaries and expenses of
investigators, adjustors and field men, rents, stationery, telegraph and
telephone charges, postage, salaries and expenses of office employees, home
office expenses and all other payments under or on account of such injuries,
whether the payments are allocated to specific claims or are unallocated. Are
they so reported in this statement? Answer: Yes (X) No ( )
<PAGE>
4. The unallocated loss expense payments paid during the most recent calendar
year should be distributed to the various years in which losses were incurred
as follows: (1) 45% to the most recent year, (2) 5% to the next most recent
year, and (3) the balance to all years, including the most recent, in
proportion to the amount of loss payments paid for each year during the most
recent calendar year. If the distribution in (1) or (2) produces an
accumulated distribution to such year in excess of 10% of the premiums earned
for such year, disregarding all distributions made under (3), such
accumulated distribution should be limited to 10% of premiums earned and the
balance distributed in accordance with (3). Are they so reported in this
statement ? Answer: Yes (X) No ( )
5. Do any lines in Schedule P include reserves which are reported gross of any
discount to present value of future payments, but are reported net of such
discounts on Page 10? Yes ( ) No (X)
If yes, proper reporting must be made in the Notes to Financial Statements,
as specified in the Instructions. Also, the discounts must be reported in
Schedule P - Part 1, Columns 31 and 32.
Schedule P must be completed gross of non-tabular discounting. Work papers
relating to discount calculations must be available for examination upon
request.
Discounting is allowed only if expressly permitted by the state insurance
department to which this Annual Statement is being filed.
6. What were the net premiums in force at the end of the year for: (in thousands
of dollars)
<TABLE>
<S> <C>
(a) Fidelity $ 0
(b) Surety $ 2,508
</TABLE>
<TABLE>
<S> <C>
7. Claim count information is reported (check one): (a) per claim ( )
(b) per claimant ( X)
</TABLE>
If not the same in all years, explain in Question 8.
8. The information provided in Schedule P will be used by many persons to
estimate the adequacy of the current loss and expenses reserves, among other
things. Are there any especially significant events, coverage, retention or
accounting changes which have occurred which must be considered when making
such analyses (An extended statement may be attached)?
NO
