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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No.1
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
COMMISSION FILE NUMBER 0-15022
FRONTIER INSURANCE GROUP, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C>
DELAWARE 14-1681606
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
195 LAKE LOUISE MARIE ROAD, ROCK HILL, NEW YORK 12775-8000
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (914) 796-2100
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[x] Yes [ ] No
The aggregate number of shares of the Registrant's Common Stock, $.01 par value,
outstanding on August 11,1998 was 37,491,674.
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Amending Item 4.a.
Page 1 of 3 pages
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Item 4. Submission of Matters to a Vote of Security Holders
On May 28, 1998, the shareholders of the Company held their annual
meeting in Rock Hill, New York. The shareholders of 32,619,020
shares of Common Stock were present or represented by proxy and,
accordingly, a quorum was present and matters were voted upon as
follows:
a. The following persons were elected directors of the Company:
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Votes Votes
For Withheld
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Suzanne Rhulen Loughlin 32,370,410 248,610
Peter L. Rhulen 32,370,410 248,610
Harry W. Rhulen 32,344,066 274,954
Lawrence E. O'Brien 32,370,410 248,610
Douglas C. Moat 32,370,410 248,610
Alan Gerry 32,370,410 248,610
Paul B. Guenther 32,360,680 258,340
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b. The vote to adopt an amendment to the Company's Restricted
Certificate of Incorporation, to increase the authorized number
of shares of the Company's Common Stock from 50,000,000 to
150,000,000, also passed. Votes totaling 27,817,151 were in
favor of the amendment, 4,697,443 were against, 104,419
abstained and 2 were unvoted.
c. The vote to grant a stock option, expiring December 31, 2001,
to Walter A. Rhulen, the then Chairman of the Board, President
and Chief Executive Officer of the Company, since deceased, to
purchase 250,000 shares of the Company's Common Stock at $40.00
per share was also ratified. Votes totaling 31,195,406 were in
favor of the ratification, 1,305,892 were against, 117,718
abstained, 4 were unvoted.
d. The vote to grant a stock option, expiring December 31, 2004,
to Harry W. Rhulen, the Chairman of the Board, President and
Chief Executive Officer of the Company, to purchase a total of
900,000 shares of the Company's Common Stock at prices ranging
from $33.00 to $55.00 per share was also ratified. Votes
totaling 31,409,917 were in favor of the ratification, 985,417
were against, 223,682 abstained, and 4 were unvoted.
e. The vote to grant a stock option, expiring December 31, 2004,
to Peter H. Foley, an Executive Vice President, to purchase a
total of 450,000 shares of the Company's Common Stock at prices
ranging from $33.00 to $55.00 per share was also ratified.
Votes totaling 31,444,149 were in favor of the ratification,
953,492 were against, 221,376 abstained, and 3 were unvoted.
Note: Share amounts have not been adjusted for the 10% Common
Stock dividend effected on July 20, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amended report to be signed on its behalf
by the undersigned thereunto duly authorized.
DATE: September 1, 1998 Frontier Insurance Group, Inc.
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(Registrant)
By: /s/ Mark H. Mishler
_________________________________________
Mark H. Mishler
Vice President - Treasurer and
Chief Financial Officer
(Principal Financial and Accounting Officer
and Duly Authorized Officer)
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