As Filed With the Securities and Exchange Commission on
July 2, 1996
Registration No. 33-
-----------
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
__________________
ACCEPTANCE INSURANCE COMPANIES INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 31-0742926
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
222 South 15th Street
Suite 600 North
Omaha, Nebraska 68102
(Address of Principal Executive (Zip Code)
Offices)
1996 Incentive Stock Option Plan for
Acceptance Insurance Companies Inc.
Donn E. Davis, Esq.
Sylvester J. Orsi, Esq.
Crosby, Guenzel, Davis, Kessner & Kuester
134 South 13th Street, Suite 400
Lincoln, Nebraska 68508
(402) 434-7300
(Name, Address, Including Zip Code,
and Telephone Number,
Including Area Code, of Agent For Service)
__________________
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Maximum Maximum
Class of Amount Offering Aggregate
Securities to to be Price Offering Amount of
be Registered Registered Per Unit Price Registration Fee
- ------------- ---------- -------- --------- ----------------
<S> <C> <C> <C> <C>
Common Stock,
Par Value
$.40 per
share
Reserved for
Issuance
Pursuant to: 1,500,000 $16.813 $25,219,500 $8,696
- ---------------
<FN>
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h). Pursuant to Rule
457(h)(1) the price per share is the average of the high and
low prices reported on the New York Stock Exchange composite
reporting system on June 26, 1996.
</FN>
</TABLE>
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by
the Company (File No. 1-7461) are incorporated into this
Registration Statement by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
2. The Company's Quarterly Report on Form 10-Q for the three
months ended March 31, 1996;
3. The Company's Form 10 filed December 23, 1969; and
4. All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of The
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement
and prior to the termination of the offering of the
Company's common stock, par value $.40 per share (the
"Common Stock") covered by this Registration Statement shall
be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date
of filing of each such document.
<PAGE>
Item 4. Description of Securities.
The class of securities to be offered are registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the Common Stock
being registered will be passed upon by Crosby, Guenzel, Davis,
Kessner & Kuester, Lincoln, Nebraska ("Crosby Guenzel"), counsel
to the Company. A partner of Crosby Guenzel serves as the
Secretary and General Counsel of the Company.
Item 6. Indemnification of Directors and Officers.
Delaware General Corporation Law.
The General Corporation Law of Delaware ("Delaware
Law") under which the Company is incorporated, permits the
Company to indemnify each of its directors and officers against
expenses (including attorney fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him or her
in connection with litigation or similar proceedings by reason of
serving in such capacities if the person acted in good faith and
in a manner the person reasonably believed to be in or not
opposed to the best interest of the Company and, with respect to
criminal actions or proceedings, was not unlawful.
Restated Certificate of Incorporation.
The Company's Restated Certificate of Incorporation
generally provides that directors and officers will be
indemnified to the fullest extent permissible under Delaware Law
against all expenses (including amounts paid in settlement)
incurred in any proceeding in which they were a party because of
their position as a director or officer of the Company or because
they served at the request of the Company as a director, officer,
employee or agent of another corporation or entity.
The general effect of the indemnification provisions of
the Restated Certificate of Incorporation and the Delaware Law is
that the Company must pay for all expense, liability or loss
reasonably incurred by its directors and officers in any action
in which they are a party or threatened to be made a party or
involved by reason of the fact that they are directors or
officers of the Company or were serving at the request of the
Company as a director, officer, employee or agent of another
entity, except where a court determines that such indemnification
is not permissible or that the person seeking indemnification is
not entitled to indemnification. The Company is prohibited from
making payment for indemnification on account of any matter: (i)
regarding remuneration paid to such person if the remuneration
was in violation of law; (ii) for an accounting of profits made
from the purchase or sale by such person of securities of the
Company in violation of Section 16(b) of the Exchange Act; (iii)
brought about or contributed to by the dishonesty of such person
if a court establishes that acts of active and deliberate
dishonesty were committed or attempted by such person with actual
dishonest purpose and intent and were material to the
adjudication; (iv) attributable to such person having gained any
personal profit or advantage to which he or she was not entitled;
or (v) in respect of which any final decision by a court having
competent jurisdiction or other final adjudication shall
determine that indemnification is not lawful. The Company's
obligation includes the payment in advance of the final
disposition of a proceeding of expenses incurred by a director or
officer in defending such proceeding upon the receipt from such
director or officer of an undertaking to repay such expenses if
it is ultimately determined that such officer or director is not
entitled to indemnification. Directors and officers are entitled
to bring suit against the Company, at the Company's expense if
successful, for failure to make a requested indemnification. The
indemnification obligations of the Company may be funded through
insurance or otherwise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
(1) The undersigned registrant hereby undertakes: (a) to file,
during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to
include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; (b) that, for the purpose of
determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof; and (c) to remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(2) The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the Securities
Act of 1933, as amended, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to
be a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director,
officer or controlling persons of the registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirement for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Omaha, State of
Nebraska on the 1st day of July, 1996.
ACCEPTANCE INSURANCE COMPANIES INC.
/s/ Kenneth C. Coon
By _____________________________________
Kenneth C. Coon
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed by
the following persons in the capacities and on the dates
indicated.
SIGNATURES CAPACITY DATE
/s/ Kenneth C. Coon
__________________________ Chairman and Chief July 2, 1996
Kenneth C. Coon Executive Officer
/s/ Georgia M. Mace
__________________________ Chief Financial July 2, 1996
Georgia M. Mace Officer and
Treasurer
*
__________________________ Director July 2, 1996
Jay A. Bielfield
*
__________________________ Director July 2, 1996
Edward W. Elliott, Jr.
*
__________________________ Director July 2, 1996
Robert LeBuhn
*
__________________________ Director July 2, 1996
Michael R. McCarthy
*
__________________________ Director July 2, 1996
John P. Nelson
<PAGE>
*
__________________________ Director July 2, 1996
R. L. Richards
*
__________________________ Director July 2, 1996
David L. Treadwell
*
__________________________ Director July 2, 1996
Doug T. Valassis
/s/ Donn E. Davis
*By:___________________________________
Donn E. Davis, Attorney-in-fact,
pursuant to powers of attorney
filed as part of this registration
statement.
<PAGE>
EXHIBIT INDEX
NUMBER DESCRIPTION
4.1 1996 Incentive Stock Option Plan dated May 30, 1996.
Incorporated by reference to Registrant's definitive
Proxy Statement filed April 30, 1996.
4.2 Form of Director Stock Option Agreement.
4.3 Form of Incentive Stock Option Agreement.
5 Opinion of Crosby Guenzel with respect to the legality
of the Common Stock to be registered hereunder.
23.1 Consent of Deloitte & Touche.
23.2 Consent of Crosby Guenzel (contained in Exhibit 5).
24 Power of Attorney.
EXHIBIT 4.2
NON-EMPLOYEE DIRECTOR STOCK OPTION
Date of Grant: (date)
Expires: (date)
(name)
KNOW ALL MEN BY THESE PRESENTS that, for valuable
consideration, including service as a director, Acceptance
Insurance Companies Inc. (the "Company") hereby grants, under the
Company's 1996 Incentive Stock Option Plan (the "1996 Plan"), to
(name) (the "Optionee") the right, privilege, and option to
purchase 1,500 shares ("Option Shares") of its $.40 per share par
value common stock ("Common Stock") at $________ per Option
Share, the closing price of such shares on the New York Stock
Exchange, Inc., on the date nearest preceding the granting of the
option, in the manner and subject to the conditions hereinafter
provided. The date of grant of the Option ("Date of Grant") is
(date). This option expires ten years from the Date of Grant.
Capitalized terms herein shall, unless otherwise indicated, have
the meaning ascribed to them in the 1996 Plan, a copy of which is
attached hereto and hereby incorporated herein.
Section 1. Exercise. This Option shall be exercisable
immediately upon expiration of Optionee's current term as
director of the Company at the next meeting of shareholders after
the Date of Grant at which directors are elected, provided that
Optionee has remained a director for such term. The Option may
be exercised in whole or in part at any time, or from time to
time thereafter, until the expiration of the Option. The Option
shall expire ten years after the Date of Grant, except that
Options granted to a person who owns more than 10% of the voting
power of the shares of the Company or of the parent or any
subsidiary of the Company, shall expire five years after the Date
of Grant.
The Option Shares may be purchased by written notice of
election delivered prior to the expiration of the Option to the
Company at its principal office, stating the number of shares
with respect to which the Option is being exercised and
specifying a date, not less than five nor more than fifteen days
after the date of such notice, on which the Option Shares will be
taken and payment made for them.
The Option Shares being purchased may be paid for (a)
in cash, or (b) by delivery to the Company of whole shares of
Common Stock (including previously owned shares and shares
acquired upon partial exercise of the Option) evidenced by
negotiable stock certificates duly endorsed for transfer in blank
and not subject to any applicable restrictions on transfer,
valued for such purpose at the highest sale price of the Common
Stock as reported on the New York Stock Exchange Composite
Listing for the day immediately preceding the date of exercise,
or, if there were no sales on such date, on the next preceding
date on which there were such sales, or (c) any combination of
the foregoing.
On the date specified in the notice of election
referred to herein, or an adjourned date provided for later in
this paragraph, the Company shall deliver or cause to be
delivered to the Optionee certificates for the number of shares
with respect to which the Option is being exercised, against
payment for them. Delivery of the certificates may be made at
the principal office of the Company or at the office of a
transfer agent appointed for the shares of the Company. No
shares shall be issued until full payment for them has been made
in accordance with the provisions hereof; and the Optionee has
none of the rights of a shareholder until the shares are issued
as herein provided. In the event of any failure to take up and
pay for the number of shares specified in the notice of election
on the date set forth therein, or an adjourned date, the Option
shall become inoperative as to such number of shares, but shall
continue with respect to any remaining shares covered by the
Option and not yet acquired pursuant to it. If any law, or any
regulation of the Securities and Exchange Commission or of any
other body having jurisdiction, shall require the Company or the
Optionee to take any action in connection with the shares
specified in the notice of election, then the date specified
therein for the delivery of the shares shall be adjourned until
the completion of the necessary action.
Section 2. Termination of Service as Director. In the
event an Optionee shall cease to serve as a director of the
Company while he or she holds one or more Options, each
outstanding Option which is exercisable as of the date of such
termination shall expire at the earlier of the expiration of its
term or the following:
(ii) one year after termination of service due to
retirement under a mandatory retirement policy of the
Board as may be in effect on the date of such
termination of service;
(ii) one year after termination of service due to
disability within the meaning of Section 22 (3)(3) of
the Internal Revenue Code;
(iii) one year after termination of service due to
the directors death; or
(iv) three months after the date service
terminates for any other reason.
Any options which have not become exercisable as of the date a
director ceases to serve as a director of the Company shall
terminate as of such date.
Section 3. Adjustments. In the event that the Company
shall effect a stock dividend, stock split or other subdivision,
recapitalization, reorganization, merger, consolidation or change
in the shares of Common Stock, spin-off or other similar event
which affects the Common Stock, then, subject to the provisions
of Section 4 hereof, the Committee shall make such adjustment in
the number or kind of shares which may be awarded under the 1996
Plan or in the number or kind of shares covered by any
outstanding Options, and/or in such Option's Exercise Price, as
shall equitably be required to maintain rights of Participants
under Options held by them.
Section 4. Change in Control.
(a) Accelerated Vesting and Payment. Subject to the
provisions of Section 4(b) below, in the event of a Change in
Control, each Option whether or not currently exercisable shall
promptly be canceled in exchange for a payment in cash of an
amount equal to the excess of the Change of Control Price over
the Exercise Price for such Option.
(b) Alternative Awards. Notwithstanding Section 4(a),
no cancellation and cash settlement shall occur with respect to
any Award or class of Awards if the Committee reasonably
determines in good faith prior to the occurrence of a Change of
Control that such Award or class of Awards shall be honored or
assumed, or new rights substituted therefor (such honored,
assumed or substituted aware hereinafter call an "Alternative
Award") by a successor to the Company (or the parent or a
subsidiary of such successor) immediately following the Change of
Control, provided that any such Alterative Award must:
(i) be based on stock which is traded on an
established securities market, or which will be so
traded within 60 days following the Change of Control;
(ii) provide such Participant with rights and
entitlements substantially equivalent to or better than
the rights and entitlements applicable under such
Award;
(iii) have substantially equivalent economic value
to such Award (determined by the Committee as
constituted immediately prior to the Change in Control,
in its sole discretion) promptly after a Change in
Control; and
(iv) have terms and conditions which provide that,
following a Change of Control, any conditions on a
Participant's rights under, or any restrictions or
conditions on transfer or exercisability applicable to
each such Award, shall be waived or lapse as the case
may be.
Section 5. Miscellaneous.
(a) The Company shall (i) register the shares
underlying this Option under the Securities Act of 1933, as
amended, on Form S-8, or other appropriate form of registration
statement, (ii) qualify such shares where required under state
securities laws, and (iii) cause such shares to be listed on the
New York Stock Exchange, Inc.
(b) The Option shall be exercisable only by the
Optionee during his or her lifetime, and shall not be assignable
or transferrable otherwise than by will or by the laws of descent
and distribution.
(c) As a condition of the granting of this Option the
Optionee and his or her successors and assigns agree that any
dispute or disagreement which shall arise under or as a result of
this Option shall be determined by the Committee in its sole
discretion and judgment and that any such determination and
interpretation by the Committee of the terms of this Option shall
be final and shall be binding and conclusive for all purposes.
(d) The provisions hereof are subject to the terms and
provisions of the 1996 Plan. In the event of any conflict
between the provisions of this Option and the provisions of the
1996 Plan, the provisions of the Plan shall control.
Dated (date).
ACCEPTANCE INSURANCE COMPANIES INC.
By ________________________________
Kenneth C. Coon
Chairman and Chief Executive
Officer
Attest:
______________________________
Donn E. Davis, Secretary
EXHIBIT 4.3
INCENTIVE STOCK OPTION
Date of Grant: (date)
Expires: (date)
(name)
KNOW ALL MEN BY THESE PRESENTS that, for valuable
consideration, including service as a key employee, Acceptance
Insurance Companies Inc. (the "Company") hereby grants, under the
Company's 1996 Incentive Stock Option Plan (the "1996 Plan"), to
(name) (the "Optionee") the right, privilege, and option to
purchase ________ shares ("Option Shares") of its $.40 per share
par value common stock ("Common Stock") at an exercise price per
Option Share determined in accordance with Section 1 below, in
the manner and subject to the conditions hereinafter provided.
The date of grant of the Option ("Date of Grant") is (date).
This option expires ten years from the Date of Grant.
Capitalized terms herein shall, unless otherwise indicated, have
the meaning ascribed to them in the 1996 Plan, a copy of which is
attached hereto and hereby incorporated herein.
Section 1. Exercise. This Option shall be exercisable
in five equal installments, at increasing exercise prices, as set
forth below, provided the Optionee has completed the years of
service as an employee of the Company set forth below. The
closing price of the Common Stock, on the New York Stock
Exchange, Inc. on the date nearest preceding the granting of the
Option was $__________ per share.
<TABLE>
<CAPTION>
Exercise Minimum Years
Installment Price of Service
<S> <C> <C>
1 $_________ 1 Year
2 $_________ 2 Years
3 $_________ 3 Years
4 $_________ 4 Years
5 $_________ 5 Years
</TABLE>
The Option shall be exercisable as to each installment
when the closing sale price of the Common Stock on the New York
Stock Exchange, Inc., shall meet or exceed the exercise price for
20 days during any 40 consecutive trading day period.
The Option, to the extent that it has become
exercisable, may be exercised in whole or in part at any time, or
from time to time thereafter, until the expiration of the Option.
The Option shall expire ten years after the Date of Grant, except
that Options granted to a person who owns more than 10% of the
voting power of the shares of the Company or of the parent or any
subsidiary of the Company, shall expire five years after the Date
of Grant.
The Option Shares being purchased may be paid for (a)
in cash, or (b) by delivery to the Company of whole shares of
Common Stock (including previously owned shares and shares
acquired upon partial exercise of the Option) evidenced by
negotiable stock certificates duly endorsed for transfer in blank
and not subject to any applicable restrictions on transfer,
valued for such purpose at the highest sale price of the Common
Stock as reported on the New York Stock Exchange Composite
Listing for the day immediately preceding the date of exercise,
or, if there were no sales on such date, on the next preceding
date on which there were such sales, or (c) any combination of
the foregoing.
On the date specified in the notice of election
referred to herein, or an adjourned date provided for later in
this paragraph, the Company shall deliver or cause to be
delivered to the Optionee certificates for the number of shares
with respect to which the Option is being exercised, against
payment for them. Delivery of the certificates may be made at
the principal office of the Company or at the office of a
transfer agent appointed for the shares of the Company. No
shares shall be issued until full payment for them has been made
in accordance with the provisions hereof; and the Optionee has
none of the rights of a shareholder until the shares are issued
as herein provided. In the event of any failure to take up and
pay for the number of shares specified in the notice of election
on the date set forth therein, or an adjourned date, the Option
shall become inoperative as to such number of shares, but shall
continue with respect to any remaining shares covered by the
Option and not yet acquired pursuant to it. If any law, or any
regulation of the Securities and Exchange Commission or of any
other body having jurisdiction, shall require the Company or the
Optionee to take any action in connection with the shares
specified in the notice of election, then the date specified
therein for the delivery of the shares shall be adjourned until
the completion of the necessary action.
Section 2. Termination of Employment.
(a) In the event a Participant shall cease to be
employed by the Corporation or any Subsidiary while he is holding
one or more Options, each outstanding Option, or any portion
thereof, which is exercisable on the date of such termination
shall expire at the earlier of the expiration of its term or the
following:
(i) one year, in the case of a "Nonqualified"
Stock Option, and three months, in the case of an Incentive
Stock Option, after termination for any reason other than
death or permanent disability.
(ii) one year after termination due to disability
within the meaning of Section 22(e)(3) of the Code as
determined by the Committee; or
(iii) one year after the Participant's death.
In the event of death within the up to three month or
one year period set forth in clause (i) above, as appropriate,
while any portion of the Option remains exercisable, the
Committee in its discretion may provide for an extension of the
exercise period of up to one year after the Participant's death
but not beyond the expiration of the term of the Option.
(b) For the purposes of this Section, it shall not be
considered a termination of employment when a Participant is
placed by the Corporation or any Subsidiary on a military or sick
leave or such other type of leave of absence which is considered
as continuing intact the employment relationship of the
Participant under applicable provisions of the Code. In the case
of such leave of absence the employment relationship shall be
continued until the later of the date when such leave equals
ninety (90) days or the date when the Participant's right to
reemployment with the Corporation or such Subsidiary shall no
longer be guaranteed either by statute or contract.
Unless otherwise determined by the Committee, any
portion of an Option held by a Participant that is not
exercisable on the date such Participant's employment terminates
shall expire as of such termination date.
Section 3. Adjustments. In the event that the Company
shall effect a stock dividend, stock split or other subdivision,
recapitalization, reorganization, merger, consolidation or change
in the shares of Common Stock, spin-off or other similar event
which affects the Common Stock, then, subject to the provisions
of Section 4 hereof, the Committee shall make such adjustment in
the number or kind of shares which may be awarded under the 1996
Plan or in the number or kind of shares covered by any
outstanding Options, and/or in such Option's Exercise Price, as
shall equitably be required to maintain rights of Participants
under Options held by them.
Section 4. Change in Control.
(a) Accelerated Vesting and Payment. Subject to the
provisions of Section 4(b) below, in the event of a Change in
Control, each Option whether or not currently exercisable shall
promptly be canceled in exchange for a payment in cash of an
amount equal to the excess of the Change of Control Price over
the Exercise Price for such Option.
(b) Alternative Awards. Notwithstanding Section 4(a),
no cancellation and cash settlement shall occur with respect to
any Award or class of Awards if the Committee reasonably
determines in good faith prior to the occurrence of a Change of
Control that such Award or class of Awards shall be honored or
assumed, or new rights substituted therefor (such honored,
assumed or substituted aware hereinafter call an "Alternative
Award") by a successor to the Company (or the parent or a
subsidiary of such successor) immediately following the Change of
Control, provided that any such Alterative Award must:
(i) be based on stock which is traded on an
established securities market, or which will be so
traded within 60 days following the Change of Control;
(ii) provide such Participant with rights and
entitlements substantially equivalent to or better than
the rights and entitlements applicable under such
Award;
(iii) have substantially equivalent economic value
to such Award (determined by the Committee as
constituted immediately prior to the Change in Control,
in its sole discretion) promptly after a Change in
Control; and
(iv) have terms and conditions which provide that,
following a Change of Control, any conditions on a
Participant's rights under, or any restrictions or
conditions on transfer or exercisability applicable to
each such Award, shall be waived or lapse as the case
may be.
Section 5. Miscellaneous.
(a) The Company shall (i) register the shares
underlying this Option under the Securities Act of 1933, as
amended, on Form S-8, or other appropriate form of registration
statement, (ii) qualify such shares where required under state
securities laws, and (iii) cause such shares to be listed on the
New York Stock Exchange, Inc.
(b) The Option shall be exercisable only by the
Optionee during his or her lifetime, and shall not be assignable
or transferrable otherwise than by will or by the laws of descent
and distribution.
(c) As a condition of the granting of this Option the
Optionee and his or her successors and assigns agree that any
dispute or disagreement which shall arise under or as a result of
this Option shall be determined by the Committee in its sole
discretion and judgment and that any such determination and
interpretation by the Committee of the terms of this Option shall
be final and shall be binding and conclusive for all purposes.
(d) The provisions hereof are subject to the terms and
provisions of the 1996 Plan. In the event of any conflict
between the provisions of this Option and the provisions of the
1996 Plan, the provisions of the Plan shall control.
<PAGE>
Dated (date).
ACCEPTANCE INSURANCE COMPANIES INC.
By ________________________________
Kenneth C. Coon
Chairman and Chief Executive
Officer
Attest:
______________________________
Donn E. Davis, Secretary
EXHIBIT 5
CROSBY, GUENZEL, DAVIS,
KESSNER & KUESTER
134 South 13th Street, Suite 400
Lincoln, Nebraska 68508
Tel: 001-402-434-7300
Fax: 011-402-434-7303
July 2, 1996
Acceptance Insurance Companies Inc.
Suite 600 North
222 South 15th Street
Omaha, NE 68102
Gentlemen/Ladies:
We have acted as counsel for Acceptance Insurance Companies Inc.,
a Delaware corporation ("Acceptance"), in connection with the
Registration Statement on Form S-8 (the "Registration Statement")
which is being filed with the Securities and Exchange Commission
pursuant to the securities Act of 1933, as amended, covering
1,500,000 shares of common stock, par value $.40 per share of
Acceptance, which may be issued by Acceptance pursuant to its
1996 Incentive Stock Option Plan. (All such shares collectively
referred to here as the "Shares.")
In such capacity we have reviewed the Registration Statement, the
foregoing Plan, as amended to date, the corporate proceedings of
Acceptance with respect to the authorization and approval of the
Plan relating to the shares covered by the Registration
Statement, as amended to date, and the issuance of the Shares,
and such other documents and records as we have deemed necessary
as a basis for our opinion set forth below.
Based on the foregoing, we are of the opinion that the Shares,
when issued pursuant to the Agreements, will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement and to the use of our name in the
<PAGE>
Registration Statement under the heading "Item 5. Interests of
Named Experts and Counsel."
Sincerely yours,
CROSBY, GUENZEL, DAVIS,
KESSNER & KUESTER
/s/ Sylvester J. Orsi
By
Sylvester J. Orsi
SJO:eak/accept/secfile/s8iso5
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Acceptance Insurance Companies Inc. on Form S-8 of
our reports dated March 12, 1996, (which expresses an unqualified
opinion and includes an explanatory paragraph relating adoption
of a new accounting policy) appearing in the Annual Report on
Form 10-K of Acceptance Insurance Companies Inc. for the year
ended December 31, 1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
June 24, 1996
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the
undersigned directors of Acceptance Insurance Companies Inc.
hereby constitutes and appoints Donn E. Davis and Kenneth C.
Coon, and each of them, his true and lawful attorneys-in-fact and
agents, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement on Form S-8 under
the Securities Act of 1933, as amended, including amendments
thereto and other related documents, and to file the same with
the Securities and Exchange Commission under said Act, hereby
granting power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done
by virtue hereof.
SIGNATURE CAPACITY DATE
/s/ Jay A. Bielfiled
_______________________________ Director June 28, 1996
Jay A. Bielfield
/s/ Edward W. Elliott, Jr.
_______________________________ Director June 28, 1996
Edward W. Elliott, Jr.
/s/ Robert LeBuhn
_______________________________ Director June 28, 1996
Robert LeBuhn
/s/ Michael R. McCarthy
_______________________________ Director June 28, 1996
Michael R. McCarthy
/s/ John P. Nelson
_______________________________ Director June 28, 1996
John P. Nelson
/s/ R.L. Richards
_______________________________ Director June 28, 1996
R.L. Richards
/s/ David L. Treadwell
_______________________________ Director June 28, 1996
David L. Treadwell
/s/ Doug T. Valassis
_______________________________ Director June 28, 1996
Doug T. Valassis
