FINANCIAL INSTITUTIONS INSURANCE GROUP LTD
10-Q, 1995-05-11
FIRE, MARINE & CASUALTY INSURANCE
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-Q

        [x]     Quarterly report pursuant to section 13 or 15 (d) of the
                        Securities Exchange Act of 1934

                 For the Quarterly period ended March 31, 1995

        [ ]   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 0-15404


                  FINANCIAL INSTITUTIONS INSURANCE GROUP, LTD.
             (Exact Name of Registrant as Specified in its Charter)




DELAWARE                                                    36-3468795
(State or other jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                              Identification No.)
300 DELAWARE AVENUE, SUITE 1704
WILMINGTON, DE
(Address of Principal Executive Offices)                    19801
Registrant's telephone number, including                    Zip Code
area code (302) 427-5800


Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

                          YES [x]          NO [ ]

Number of shares of common stock outstanding:





<TABLE>
<S>                          <C>
                                                    NUMBER OUTSTANDING
     CLASS                                          AS OF MARCH 31,1995
     -----                                          -------------------
$1.00 par value common                                   2,186,704
                             
</TABLE>
<PAGE>   2
                 FINANCIAL INSTITUTIONS INSURANCE GROUP, LTD.
                    CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>        
<CAPTION>      
                                                                                                           AS OF          AS OF 
                                                                                                          MARCH 31,     DECEMBER 31,
                                                                                                            1995           1994
                                                                                                          ---------     -----------
ASSETS                                                                                                   (unaudited)      
  INVESTMENTS 
<S>                                                                                                      <C>           <C>
    Fixed maturities held for sale at market (Amortized cost: 1995 - $55,980,022; 
      1994 - $53,909,188).............................................................................   $ 55,170,971  $ 52,283,318
    Non-redeemable preferred equities at market (Amortized cost: 1995 - $5,580,118; 
      1994 - $6,189,589)..............................................................................      5,381,132     5,785,356
    Common Stock at market (Cost: 1995 - $3,570,283; 1994 - $2,578,971)...............................      3,668,938     2,493,450
    Short-term investments............................................................................      4,782,426     4,673,778
                                                                                                         ------------  ------------
        Total investments.............................................................................     69,003,467    65,235,902

  OTHER ASSETS

    Cash and equivalents..............................................................................      2,327,987     3,251,227
    Restricted cash...................................................................................      2,855,822     2,831,922
    Premiums receivable...............................................................................      2,813,832     2,934,056
    Reinsurance recoverable on paid losses............................................................        141,404       160,587
    Reinsurance recoverable on unpaid losses..........................................................      6,228,220     6,424,110
    Accrued investment income.........................................................................        737,480       594,748
    Deferred federal income taxes.....................................................................      1,998,870     2,330,000
    Other assets......................................................................................      1,208,275     1,185,357
                                                                                                         ------------  ------------
        Total other assets............................................................................     18,311,890    19,712,007
                                                                                                         ------------  ------------
        Total assets..................................................................................   $ 87,315,357  $ 84,947,909
                                                                                                         ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY
  LIABILITIES
    Reserves for unpaid losses and loss adjustment expenses...........................................   $ 33,048,655  $ 32,967,809
    Unearned premium reserves.........................................................................      4,434,057     4,233,747
    Accrued liabilities...............................................................................      4,670,648     4,516,220
    Funds withheld from reinsurers....................................................................      2,855,822     2,831,922
    Excess of acquired net assets over cost...........................................................      1,500,590     1,614,555
                                                                                                         ------------  ------------
        Total liabilities.............................................................................     46,509,772    46,164,253

  STOCKHOLDERS' EQUITY
    Preferred stock, $1,000 par value, 75,000 shares authorized; no shares issued
      and outstanding.................................................................................   $          -  $          -
    Common stock, $1 par value, 6,000,000 shares authorized; 2,923,404 shares issued..................      2,923,404     2,923,404
    Additional paid-in capital........................................................................     29,515,662    29,534,302
    Treasury stock, at cost (1995 - 736,700; shares; 1994 - 746,700 shares)...........................     (6,909,663)   (7,016,554)
    Unrealized investment losses net of taxes.........................................................       (634,259)   (1,562,822)
    Retained earnings.................................................................................     15,910,441    14,905,326
                                                                                                         ------------  ------------

        Total stockholders' equity....................................................................     40,805,585    38,783,656
                                                                                                         ------------  ------------
        Total liabilities and stockholders' equity....................................................   $ 87,315,357  $ 84,947,909
                                                                                                         ============  ============

</TABLE>

See the accompanying notes to the condensed consolidated financial statements.


                                      2

<PAGE>   3
                 FINANCIAL INSTITUTIONS INSURANCE GROUP, LTD.
                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                 (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                            THREE MONTHS          THREE MONTHS
                                                                                               ENDED                 ENDED
                                                                                             MARCH 31,              MARCH 31,
                                                                                               1995                  1994
                                                                                            ------------          ------------
<S>                                                                                         <C>                   <C>
REVENUE
  Premiums earned...................................................................        $  2,305,776          $  1,851,688
  Net investment income.............................................................           1,170,565               773,015
  Net realized gains on investments.................................................              83,962               331,346
  Other income......................................................................             175,142               174,279
                                                                                            ------------          ------------
    Total revenue...................................................................           3,735,445             3,130,328
LOSSES AND EXPENSES
  Losses and loss adjustment expenses...............................................             822,186             1,063,998
  Commissions expenses..............................................................             588,228               357,138
  Other operating and management expenses...........................................             850,955               739,878
                                                                                            ------------          ------------
    Total losses and expenses.......................................................           2,261,370             2,161,014
 
                                                                                            ------------          ------------
  Income before income taxes........................................................           1,474,075               969,314
  Provision for income taxes........................................................             304,656               159,538
                                                                                            ------------          ------------
  Net income........................................................................        $  1,169,419          $    809,776
                                                                                            ============          ============

  Net income per common share.......................................................        $       0.50          $       0.35 
                                                                                            ============          ============

    Weighted average number of shares outstanding for the entire period.............           2,334,418             2,282,910
                                                                                            ============          ============
</TABLE>

See the accompanying notes to the condensed consolidated financial statements




                                       3
<PAGE>   4
                 FINANCIAL INSTITUTIONS INSURANCE GROUP, LTD.
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                          THREE MONTHS         THREE MONTHS
                                                                                              ENDED               ENDED
                                                                                            MARCH 31,            MARCH 31,
                                                                                              1995                 1994
                                                                                          ------------         -------------
<S>                                                                                       <C>                  <C> 
CASH PROVIDED BY OPERATING ACTIVITIES.............................................        $  1,744,062         $   3,243,561

INVESTING ACTIVITIES
    Net purchases of short term investments.......................................            (108,648)             (500,158)
    Purchases of fixed maturities.................................................          (4,814,230)          (10,150,663)
    Dispositions of fixed maturities..............................................           2,926,157            14,821,942
    Net (purchases) dispositions of preferred equities............................             459,484              (954,293)
    Net purchases of common stock.................................................            (991,312)           (2,255,075)
                                                                                          ------------         -------------
                                                                                           
NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES                                            (2,528,549)              961,753

FINANCING ACTIVITIES
    Stock options exercised.......................................................              25,250                     -
    Payments of cash dividends....................................................            (164,003)             (140,927)
                                                                                          ------------         -------------
NET CASH USED BY FINANCING ACTIVITIES                                                         (138,753)             (140,927)

                                                                                          ------------         -------------
INCREASE (DECREASE) IN CASH.......................................................        $   (923,240)        $   4,064,387
                                                                                          ============         =============
</TABLE>


See the accompanying notes to the condensed consolidated financial statements



                                       4
<PAGE>   5


                  FINANCIAL INSTITUTIONS INSURANCE GROUP, LTD.
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31,1995
                                  (unaudited)

A.       BASIS OF PRESENTATION

         The condensed consolidated financial statements included herein have
         been prepared by the Registrant without audit, pursuant to the rules
         and regulations of the Securities and Exchange Commission and reflect
         all adjustments, consisting of normal recurring accruals, which are,
         in the opinion of management, necessary for a fair presentation of the
         results of operations for the periods shown.  These statements are
         condensed and do not include all information required by generally
         accepted accounting principles to be included in a full set of
         financial statements.  It is suggested that these financial statements
         be read in conjunction with the consolidated financial statements at,
         and for the year ended, December 31, 1994 and notes thereto, included
         in the Registrant's annual report as of that date.  Certain prior year
         amounts have been reclassified to conform with the 1995 presentation.

B.       DIVIDENDS PAID

         The Registrant has paid the following common share dividends in 1995
         to outstanding stockholders of record:

<TABLE>
<CAPTION>
         Payment                  Stockholder               Dividend Paid
         Date                     Record Date               Per Common Share
         -------------------------------------------------------------------
         <S>                      <C>                       <C>
         February 23, 1995        January 26, 1995          $0.075
</TABLE>

         In addition, the Registrant has declared the following common share
         dividend in 1995 to outstanding stockholders of record:


<TABLE>
<CAPTION>
         Payment                  Stockholder               Dividend Paid
         Date                     Record Date               Per Common Share
         -------------------------------------------------------------------
         <S>                      <C>                       <C>
         May 25, 1995             April 20, 1995            $0.075
</TABLE>





                                       5
<PAGE>   6

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION

LIQUIDITY AND  CAPITAL RESOURCES

                                GENERAL BUSINESS
         
Financial Institutions Insurance Group, Ltd. (the "Registrant") is an insurance
holding company which, through its subsidiaries, underwrites insurance and
reinsurance. The principal lines of business include professional liability,
directors' and officers' liability, fidelity, property catastrophe reinsurance
and other lines of property and casualty reinsurance.

The Registrant conducts its business by operating an insurance company and
managing insurance and reinsurance assumptions through two underwriting
agencies.

The First Reinsurance Company of Hartford ("First Re") is the largest
subsidiary. Through affiliated non-insurance subsidiaries, First Re provides
insurance coverage and has entered into reinsurance treaties whereby companies
cede a portion of their premiums, commissions and related incurred losses to
First Re.

The principal underwriting activity of the group is managed by a wholly-owned
subsidiary,  Oakley Underwriting Agency, Inc. ("Oakley").  Formed in 1993,
Oakley underwrites directors' and officers' liability insurance and
professional liability insurance principally on behalf of First Re and Virginia
Surety Company, Inc. ("VSC").  VSC is an unaffiliated insurance company that
maintains an underwriting contract with Oakley.

The profitability of the property-casualty business is dependent on competitive
influences, the efficiency and costs of operations, investment results between
the time premiums are collected and losses are paid, the level of ultimate
losses paid, and the ability to estimate each of those factors in setting
premium rates.  Investment results are dependent on the selection of investment
vehicles, the ability to project ultimate loss payments, and the timing of
those loss payments.  Ultimate loss payments are dependent on the types of
coverages provided, results of litigation, the geographic areas of the country
covered and the quality of underwriting.


                                   LIQUIDITY

General convention in the insurance industry has established an informal
guideline ratio of premiums written to capital that is deemed appropriate.
Typically this ratio provides that premiums be no greater than three times the
capital and surplus of the Registrant.  The Registrant has maintained a ratio
of less than $.40 of premium written for each $1.00 of its capital and surplus
since its inception.  Additionally, the Registrant must file certain reports
with various regulatory agencies.  These reports measure the liquidity, capital
resources and profitability of the Registrant to insurance industry standards.
Based on these reports, for the 1994 year, the liquidity and capital resources
of the Registrant exceed the operating standards.





                                       6
<PAGE>   7


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION (CONT.)

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

The Registrant's fixed investment portfolio has been structured such that the
average maturity of the portfolio does not exceed three years.  The length of
time needed to settle claims from reinsured policies is influenced by the type
of coverage involved and the complexity of the individual loss occurrence.
Management believes that it has positioned its investment portfolio to ensure
that it can meet its obligations without adverse deviation from its current
investment objectives.  It is also believed that the Registrant's current
investment policies permit it to continue to take advantage of favorable
changes that might occur in the investment marketplace.

On December 30, 1993, the Registrant adopted SFAS 115 and classified all of its
fixed maturity investments as held for sale and  carries  them at market value,
because the Registrant will likely sell such investments prior to maturity.
Non-redeemable preferred equity securities and common stocks are also carried
at market value. Short-term investments are carried at the lower of amortized
cost or market value.

The net tax effected unrealized loss of $1,562,822 at December 31,1994 was
reduced to a net tax effected unrealized loss of $634,259 as of March 31, 1995,
due to an improvement in the stock and bond market.  Management does not plan
to liquidate investments to fund operations or pursue financing activities but
will continue to manage the portfolio seeking the maximum total return while
keeping the duration and credit profile at approximately the same historical
levels.

Following this policy, the Registrant realized approximately $84,000 of capital
gains from the held for sale portfolio in the first three months of 1995 by
selling securities and reinvesting the proceeds.

The Registrant and its investment advisors believe that, given the current
uncertainties in the fixed income market, it was appropriate to realize these
gains. This activity did not affect the liquidity or quality of the portfolio.





                                       7
<PAGE>   8


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION (CONT.)

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

The following table outlines the respective reserve components and their
balances as of March 31, 1994 and at quarterly intervals through the period to
March 31, 1995.

DIRECT AND ASSUMED

<TABLE>
<CAPTION>
                                              Reserves on
                                               Reported                       IBNR
    Date        Reserves            %           Claims           %          Reserves           %
  <S>         <C>                 <C>         <C>               <C>        <C>                <C>
  3/31/94      $33,736,233        100%        $13,939,792       41%        $19,796,441         59%
  6/30/94      $33,029,457        100%        $13,099,987       40%        $19,929,470         60%
  9/30/94      $33,250,399        100%        $13,117,104       40%        $20,133,295         60%
 12/31/94      $32,967,809        100%        $12,814,155       38%        $20,153,654         62%
  3/31/95      $33,048,655        100%        $13,551,763       41%        $19,496,892         59%
</TABLE>

CEDED

<TABLE>
<CAPTION>
                                             Reserves on
                                              Reported                        IBNR
    Date        Reserves           %           Claims            %          Reserves            %
  <S>          <C>                <C>         <C>               <C>        <C>                 <C>
  3/31/94      $6,286,636         100%        $4,403,636        70%        $1,883,000          30%
  6/30/94      $6,124,728         100%        $4,378,321        71%        $1,749,407          29%
  9/30/94      $5,983,568         100%        $4,367,754        73%        $1,615,814          27%
 12/31/94      $6,424,110         100%        $4,006,925        62%        $2,417,185          38%
  3/31/95      $6,228,220         100%        $4,282,499        69%        $1,945,721          31%
</TABLE>

NET

<TABLE>
<CAPTION>
                                             Reserves on
                                              Reported                        IBNR
    Date        Reserves           %           Claims            %          Reserves            %
  <S>          <C>                <C>         <C>               <C>        <C>                 <C>
  3/31/94      $27,449,597        100%        $9,536,156        35%        $17,913,441         65%
  6/30/94      $26,904,729        100%        $8,724,666        32%        $18,180,063         68%
  9/30/94      $27,266,831        100%        $8,749,350        32%        $18,517,481         68%
 12/31/94      $26,543,699        100%        $8,807,230        33%        $17,736,469         67%
  3/31/95      $26,820,435        100%        $9,269,264        35%        $17,551,171         65%
</TABLE>

The Registrant regularly monitors the relative proportions of its gross
reserves to ensure that they are adequate.  In the event such reserves are
deemed to be either excessive or insufficient, adjustments are made at the time
of such determination.





                                       8
<PAGE>   9

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION (CONT.)

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)


For income tax purposes, the liability for unpaid losses and loss adjustment
expenses is discounted to values less than those reported for accounting
purposes.  The effect of the discounting is to increase the amount of taxable
income and current income tax liability. The tax based adjustments are more
fully explained in Notes A and D to the consolidated financial statements of
the Registrant in the Registrant's Form 10-K for the year ended December 31,
1994.

Management considers the Registrant's current capitalization, investments and
net reserves to be adequate to meet the Registrant's operating needs and to
support the level of reinsurance premiums currently being assumed.

Payments of future cash dividends are reviewed and voted on at regularly
scheduled Board of Directors' meetings of the Registrant and its subsidiaries.
In declaring the most recent dividend, the Registrant considered its current
financial condition, with special attention to current income, retained
earnings and its Stockholder Dividend Policy.  These decisions, further, are
based upon the subsidiaries' performances, taking into account regulatory
restrictions on payment of dividends by such subsidiaries.

The Registrant's significant cash flow in the first three months of 1995
reflects an increase in  net investments of $2,528,549 as compared to a net
decrease of $961,753 as of March 31, 1994.  Operating activities contributed
$1,744,062 of cash balances in 1995 as compared to $3,243,561 in 1994. This
reduction was primarily due to funding of loss payments and federal tax
payments in 1995 that were not required in 1994.

As of April 1, 1995, First Re increased its net participation in the lower
layer of the Oakley treaties and eliminated its participations in the two upper
layers. The net exposure per risk will increase by less than 1% from $495,000
to $500,000 but will be concentrated in the first layer of coverage rather than
spread among the policy limits of up to $5,000,000.  The premium writings will
increase from approximately 44% to approximately 70%, due to this change in
participation with a proportional increase in the commissions expenses and
estimated incurred losses.


During the first quarter of 1995, the Registrant made a formal offer to
acquire, in a cash transaction, AmerInst Insurance Group, Inc., a publicly held
reinsurer of accountants professional liability insurance, at a discount to its
book value. The acquisition price is approximately $10.9 million. The
Registrant is currently awaiting a response from the Board of AmerInst.

The Registrant is unaware of any other trends or uncertainties that have had,
or that the Registrant reasonably expects will have, a material effect on its
liquidity, capital resources or operations.  Management feels that the
Registrant's liquidity and capital resources are adequate to meet future needs.





                                       9
<PAGE>   10

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION (CONT.)

RESULTS OF OPERATIONS

Earnings per share in the three months ended March 31, 1995 and 1994, amounted
to $0.50 and $0.35 respectively.  This represents an increase of 42.9%.
Earnings per share are calculated on a diluted basis.

Net income for the three months ended March 31, 1995 is  44.4% higher than
for the same period in 1994 ($1,169,419 vs. $809,776). The 1995 three month
income increase  is primarily due to increased earned premiums, an
increase in net investment income and favorable reserve developments on certain
prior period claims.

PREMIUMS EARNED

The premiums earned as of March 31, 1995 increased 24.5% ($2,305,776 vs.
$1,851,688) over 1994. This increase is primarily due to the increase in
earnings from business produced by the Registrant's Oakley subsidiary, of
approximately $695,000 ($1,851,000 vs. $1,156,000) for 1994, which is a 60.1%
increase and reflects the final quarter of the second full year of Oakley
operations.  The premium growth reflects an increase in retention from
approximately 37.0% to 44.0% of the premium which occurred in the second
quarter of 1994. This increase in retention, coupled with an increase in
insurance premiums written, comprised the premium increase. Oakley has
increased its year-to-year gross insurance premiums earned  approximately 25.0%
as it continues to establish itself in the marketplace and as it adds new
insureds to the book of business that was acquired from VSC in April of 1993.

The first quarter of 1994 benefited from $540,000 of premium revenue from the
financial institutions insurance program.  The expiring premiums related to
this run-off program were fully earned by the end of 1994, with almost all of
the earnings being reflected in the first quarter.

NET INVESTMENT INCOME AND REALIZED INVESTMENT GAINS

Net investment income in the three months ended March 31, 1995 increased 51.4%
($1,170,565, vs. $773,015).  This was due to higher available interest rates
during the first three months of 1995 and  a change from tax advantaged  into
higher yielding taxable securities during the third and fourth  quarters of
1994.

Net realized gains on investments in the three months ended March 31, 1995
decreased 74.7%, from $331,346 to $83,962 for 1994 and 1995 respectively.
In 1994 the Registrant realized capital gains as part of a strategy to capture
a tax benefit that was scheduled to expire at December 31, 1994.  This goal was
achieved principally in the first quarter of 1994.

Market conditions did not present an opportunity to realize similar gains
within the Registrant's investment policy guidelines in 1995. Future realized
gains will be dependent on portfolio positions and market conditions.
Consistent with its investment guidelines, the Registrant will continue to
invest for the highest total return possible and maintain its portfolio's
current liquidity and credit characteristics.





                                       10
<PAGE>   11

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION (CONT.)

LOSSES AND LOSS ADJUSTMENT EXPENSES

The three months ended March 31, 1995 had a decrease of $241,812 or 22.7%.
Favorable re-estimations of ultimate incurred losses on claims related to 1993
and prior financial institution claims totaling approximately $728,000 vs.
$422,000 for 1994 were reflected in the three month results.  The 1994 quarter
additionally reflected a loss estimate of approximately $300,000 for the
Northridge, California earthquake.  The 1995 quarter did not have a comparable
major catastrophe claim but did reflect a proportional increase in loss
reserves that corresponded to the increased premium revenue.

COMMISSIONS EXPENSES

The three months ended March 31, 1995 had a commission expense increase of
approximately $231,000 or 64.7% from the comparable period in 1994.  The 1995
increase in commission expenses is proportional to the increased premiums
written.

OTHER OPERATING EXPENSES

For the three months ended March 31, 1995, other operating expenses increased
from $739,878 to $850,955 or 15.0% for the comparable period in 1994. The 1995
first quarter expenses reflected modestly higher levels of expenses principally
in the professional area that were incurred in establishing procedures and
controls for expanding operations.

PROVISION FOR INCOME TAXES

The three months ended March 31, 1995 compared to the previous quarter had an
increase in income taxes from $159,538 to $304,656 or 91.0%.  The effective tax
rate increased to 20.66% from 16.45% due to a higher proportion of underwriting
profits being fully taxed and a lower proportion of tax advantaged investment
income. The effective tax rate increase accounted for approximately 41% of the
increased tax, and the balance related to the increased pre-tax income.

REGULATORY ENVIRONMENT

The reinsurance (and insurance) industry is being scrutinized by the Executive
and Legislative branches of government as well as regulatory agencies.  Items
presently being given attention are individual state regulatory issues (i.e.
solvency) and federal regulation of the reinsurance and insurance industry.  It
is not possible to predict at this time the impact that these initiatives will
have on the Registrant's business.

The Registrant, in association with its reinsured companies, has responded to,
and will continue to respond to these regulatory challenges.  Without an
appropriate response, actions of regulatory authorities could adversely affect
the operations of the Registrant.

The Registrant will continue to monitor these developments and respond as
necessary to the changing environment.





                                       11
<PAGE>   12

                  FINANCIAL INSTITUTIONS INSURANCE GROUP, LTD.
                                    PART II
                               OTHER INFORMATION


ITEMS 1-3.                Have been omitted as they are either not applicable
                          or result in a negative answer.

ITEM 4.                   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

                          Not Applicable

ITEM 5.                   OTHER MATTERS

                      The Registrant continues to seek acquisitions that will
                      complement its current business.  During the first
                      quarter of 1995,  the Registrant increased  its  cash
                      offer to acquire AmerInst Insurance Group, Inc.
                      ("AmerInst"), and its wholly-owned subsidiary, AmerInst
                      Insurance Company from $27 to $32.40 per share.  AmerInst
                      is a publicly-held insurance holding company with
                      reported assets of approximately $49,000,000.  Its
                      subsidiary, AmerInst Insurance Company, is an Illinois-
                      chartered reinsurer of accountants' professional
                      liability insurance. The Registrant has not yet received
                      a response from the AmerInst Board of Directors, and is
                      unable at this time to predict whether the acquisition
                      will proceed.


ITEM 6.                   EXHIBITS AND REPORTS ON FORM 8-K

                          (a)     The following Exhibits have been included as
                                  part of this report:

                                  None.

                          (b)     The Registrant has filed no current reports
                                  on Form 8-K for the quarter ended 3/31/95.





                                       12
<PAGE>   13

                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



FINANCIAL INSTITUTIONS INSURANCE GROUP, LTD.
(Registrant)


                                   
May 10, 1995                  John A. Dore 
                              ----------------------------------------------
                              John A. Dore 
                              (President and Chief Executive Officer, duly
                              authorized to sign this report in such capacities 
                              and on behalf of the Registrant.)

May 10, 1995                  Lonnie L. Steffen         
                              ----------------------------------------------
                              Lonnie L. Steffen
                              (Chief Financial Officer, Executive Vice 
                              President, Treasurer, duly authorized to sign 
                              this report in such capacities and on behalf of 
                              the Registrant.)





                                       13

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