As filed with the Securities and Exchange Commission on November 15, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HILB, ROGAL AND HAMILTON COMPANY
(Exact Name of Registrant as Specified in Its Charter)
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Virginia 6411 54-1194795
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
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4235 Innslake Drive
Glen Allen, Virginia 23060-1220
(804) 747-6500
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Walter L. Smith, Esq.
Vice President and General Counsel
Hilb, Rogal and Hamilton Company
4235 Innslake Drive
Glen Allen, Virginia 23060-1220
(804) 747-6500
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
Copies of Communications to:
Robert E. Spicer, Jr., Esq.
Williams, Mullen, Clark & Dobbins
1021 East Cary Street
Richmond, VA 23219
(804) 643-1991
Approximate date of commencement of proposed sale to the public: As soon as
practicable following the effectiveness of this Registration Statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_| __________________
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title Of Each Class Of Amount To Be Offering Price Aggregate Amount of
Securities To Be Registered Registered (1)(2) Per Share (3) Offering Price (3) Registration Fee
--------------------------------- ------------------ ----------------------- -------------------- ------------------
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Common Stock, no par value 3,000,000 shares $40.6875 $122,062,500 $32,225
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(1) The Registrant previously registered 5,000,000 shares of Common Stock on a
Registration Statement on Form S-4, Registration No. 33-44271, that was
declared effective on February 12, 1992. Pursuant to Rule 429(b) under the
Securities Act of 1933, as amended, the prospectus included in this
Registration Statement constitutes a combined prospectus, and the
Registrant is carrying forward 465,804 shares of such Common Stock in
connection with this registration in addition to the 3,000,000 shares of
Common Stock being registered herewith. The amount of the registration fee
associated with such shares that was previously paid with the Registration
Statement on Form S-4, Registration No. 33-44271, was $1,928.72.
(2) The amount of Common Stock registered hereunder shall be deemed to include
any additional shares issuable as a result of any stock split, stock
dividend or other change in the capitalization of the Registrant.
(3) Pursuant to Rule 457(c), the offering price is based on the average of the
high ($41.00) and low ($40.375) prices of one share of Common Stock, as
reported on the New York Stock Exchange on November 14, 2000, and has been
established solely for the purpose of calculating the registration fee.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 5(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PROSPECTUS
3,465,804 Shares
[LOGO]
Hilb, Rogal and Hamilton Company
Common Stock
This prospectus relates to 3,465,804 shares of our common stock that we
may offer and issue from time to time in connection with acquisitions of
independent insurance agencies and other businesses or assets.
We serve as an intermediary between our clients - who are traditionally
the middle-market businesses of the nation - and insurance companies that
underwrite client risks. Through our network of subsidiary insurance agencies,
located in approximately 70 offices, we assist clients in managing their risks
in areas such as property and casualty, employee benefits and other areas of
specialized exposure. We anticipate that future acquisitions will consist
principally of acquisitions of insurance agencies that fit into our current
operating models and strategic plan. Our current acquisition program is largely
focused on acquisitions that strengthen our regions and middle-market position
or add to our specialty lines of business and increase our range of services.
See "Risk Factors" beginning on page 4 for a discussion of certain
factors that should be considered in connection with an investment in shares of
our common stock.
_______________
Our common stock is listed on the New York Stock Exchange under the
symbol "HRH." On November 14, 2000, the closing sales price of our common stock
as reported on the New York Stock Exchange was $40.625 per share.
_______________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is November __, 2000.
<PAGE>
TABLE OF CONTENTS
Page
Incorporation of Information that We File with the SEC...............2
Forward-Looking and Cautionary Statements............................3
Risk Factors.........................................................4
The Company..........................................................6
Use of Proceeds......................................................7
Plan of Distribution.................................................7
Restrictions on Resales..............................................8
Experts..............................................................9
Legal Matters........................................................9
Where You Can Find More Information..................................9
INCORPORATION OF INFORMATION THAT WE FILE WITH THE SEC
This prospectus "incorporates by reference" important business and
financial information that we file with the SEC and that we are not including in
or delivering with this prospectus. As the SEC allows, incorporated documents
are considered part of this prospectus, and we can disclose important
information to you by referring you to those documents.
We incorporate by reference the documents listed below, which have been
filed with the SEC:
o Our Annual Report on Form 10-K for the year ended December 31,
1999.
o Those portions of our 1999 Annual Report to Shareholders and Proxy
Statement for the Annual Meeting of Shareholders held on May 2,
2000 that have been incorporated by reference into our Form 10-K.
o Our Quarterly Reports on Form 10-Q for the quarters ended March
31, 2000, June 30, 2000 and September 30, 2000.
o Our Current Report on Form 8-K dated May 3, 1999.
o The description of our common stock as set forth in our
Registration Statement on Form S-3, File No. 33-56488, that was
declared effective on March 1, 1993.
We also incorporate by reference all documents filed with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 after the date of this prospectus and prior to the termination of this
offering. Information in this prospectus supersedes related information in the
documents listed above, and information in subsequently
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filed documents supersedes related information in both this prospectus and the
incorporated documents.
We will promptly provide, without charge to you, upon written or oral
request, a copy of any or all of the documents incorporated by reference in this
prospectus, other than exhibits to those documents, unless the exhibits are
specifically incorporated by reference in those documents. Requests should be
directed to:
Walter L. Smith, Esquire
Vice President and General Counsel
Hilb, Rogal and Hamilton Company
4235 Innslake Drive
P.O. Box 1220
Glen Allen, Virginia 23060-1220
Telephone: (804) 747-6500
Facsimile: (804) 747-6046
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. No one else is authorized to
provide you with different information. We are not making an offer of shares of
our common stock in any state where the offer is not permitted. You should not
assume that the information in this prospectus or any supplement is accurate as
of any date other than the date on the front of those documents because our
financial condition and results may have changed since that date.
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
We caution you that this prospectus includes "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 and is subject to the safe harbor created by those acts. Among other
things, these statements relate to our financial condition, results of operation
and business. These forward-looking statements are generally identified by the
words or phrases "would be," "will allow," "expects to," "will continue," "is
anticipated," "estimate," "project" or similar expressions.
While we provide forward-looking statements to assist in the
understanding of our anticipated future financial performance, we caution
readers not to place undue reliance on any forward-looking statements, which
speak only as of the date that we make them. Forward-looking statements are
subject to significant risks and uncertainties, many of which are beyond our
control. Although we believe that the assumptions underlying our forward-looking
statements are reasonable, any of the assumptions could prove to be inaccurate.
Actual results may differ materially from those contained in or implied by these
forward-looking statements for a variety of reasons.
We have included risk factors and uncertainties that might cause such a
difference in the "Risk Factors" section of this prospectus on page 4.
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We do not undertake, and specifically disclaim any obligation, to
update any forward-looking statements to reflect occurrences or unanticipated
events or circumstances after the date of these statements.
RISK FACTORS
Before you invest in our common stock, you should be aware of various
risks, including the risks described below. You should carefully consider these
risk factors, together with all of the other information included in this
prospectus, before you decide whether to purchase shares of our common stock.
Our commission revenues are highly dependent on premium rates charged by
insurers, which are subject to fluctuation
We are engaged in insurance agency and brokerage activities and derive
revenues primarily from commissions on the sale of insurance products to clients
that are paid by the insurance underwriters with whom our subsidiary agencies
place their clients' insurance. We do not determine insurance premium rates.
Historically, these premiums have been cyclical in nature and have displayed a
high degree of volatility based on prevailing economic and competitive
conditions. Decreases in premium rates result directly in revenue decreases for
us. We cannot predict the timing or extent of future changes in commission rates
or premiums. As a result, we cannot predict the effect, if any, that these
changes would have on our operations.
Rapid technological change in our industry requires timely and cost-effective
responses
The insurance industry is becoming increasingly influenced by rapid
technological change, frequent new product and service introductions and
evolving industry standards. We believe that our future success will depend on
our ability to anticipate technological changes and to offer product and service
opportunities that meet evolving standards on a timely and cost-effective basis.
We expect that the development and implementation of new technologies will
require additional investment of our capital resources in the future. There is a
risk that we may not successfully identify new product and service opportunities
or develop and introduce these opportunities in a timely and cost-effective
manner. In addition, opportunities that our competitors develop or introduce may
render our products and services noncompetitive. As a result, we can give no
assurances that technological changes that may affect our industry in the future
will not have a material adverse effect on our business, operating results, or
financial condition.
Carrier override and contingent commissions are less predictable than usual
We derive a portion of our revenues from carrier override and
contingent commissions. Contingent commissions are paid by insurance
underwriters and are based on the profit that the underwriter makes on the
overall volume of business that we place with it. We generally receive these
commissions in the first and second quarters of each year. Override commissions
are paid by insurance underwriters based on the volume of business that we place
with them and are
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generally paid over the course of the year. Due to recent changes in our
industry, including changes in underwriting criteria and the high loss ratios
experienced by insurance carriers, we cannot predict the payment of these
commissions as well as we have been able to in the past. These commissions
affect our revenues, and any decrease in their payment to us could have an
adverse effect on our operations.
The insurance intermediary business is extremely competitive with a number of
competitors being substantially larger than us
We participate in a very competitive industry. We serve a wide variety
of clients through our network of subsidiaries, which operate approximately 70
offices located in 19 states. Many of our competitors, however, are larger and
have greater resources than we do and operate on an international scale. In
addition, in certain cities where no major national insurance broker has
established a presence, we compete with local agents and private, regional
firms, some of whom may be larger than our local agency. We are also in
competition with certain insurance companies that write insurance directly for
their customers and the banking industry, as well as self-insurance and other
employer sponsored programs. The failure to compete successfully with these and
other companies could have an adverse effect on our operations.
In addition, the newly enacted Gramm-Leach-Bliley Financial Services
Modernization Act of 1999 is intended to modernize the financial services
industry by establishing a comprehensive framework to permit affiliations among
commercial banks, insurance companies, securities firms and other financial
service providers. To the extent that the legislation permits banks, securities
firms and insurance companies to affiliate, the financial services industry may
experience further consolidation. This effect could result in a growing number
of larger financial institutions that offer a wider variety of financial
services than our agencies currently offer and that can aggressively compete in
the markets that they currently serve. Accordingly, this consolidation could
adversely impact our profitability.
Our revenues vary significantly from quarter to quarter as a result of the
timing of policy renewals and the net effect of new and lost business production
Our revenues are subject to quarterly fluctuations as a result of the
timing of policy renewals and the net effect of new and lost business
production. The extent of these quarterly fluctuations in any period may be
difficult to predict. As a result, we cannot predict the effect, if any, that
these fluctuations would have on our revenues if the fluctuations are greater
than our expectations.
The general level of economic activity can have an impact on our business that
is difficult to predict
The volume of insurance business available to our agencies has
historically been influenced by factors such as the health of the overall
economy. The specific impact of the health of the economy on our revenues,
however, can be difficult to predict. When the economy is strong, insurance
coverages typically increase as payrolls, inventories and other insured risks
increase. Insurance commissions to our agencies generally would be expected to
increase. As
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<PAGE>
discussed above, however, our commission revenues are highly dependent on
premium rates charged by insurers, and these rates are subject to fluctuation
based on prevailing economic and competitive conditions. As a result, the higher
commission revenues our company generally would expect to see in a strong
economic period may not necessarily occur, as any increase in the volume of
insurance business brought about by favorable economic conditions may be offset
by premium rates that have declined in response to increased competitive
conditions, among other factors.
Our continued growth has also been enhanced through acquisitions, which may or
may not be available on acceptable terms in the future and which, if
consummated, may or may not be advantageous to us
We plan to continue to pursue the acquisition of insurance agencies.
There can be no assurance that we will be able successfully to identify suitable
acquisition candidates, complete acquisitions, integrate acquired businesses
into our operations or expand into new markets. Once integrated, acquired
entities may not achieve levels of revenue, profitability, or productivity
comparable to our existing locations, or otherwise perform as expected. We are
unable to predict whether or when any prospective acquisition candidates will
become available or the likelihood that any acquisition will be completed once
negotiations have commenced. We compete for acquisition and expansion
opportunities with entities that have substantially greater resources. In
addition, acquisitions involve a number of special risks, such as diversion of
management's attention, difficulties in the integration of acquired operations
and retention of personnel, entry into unfamiliar markets, unanticipated
problems or legal liabilities, and tax and accounting issues. Some or all of
these risks could have a material adverse effect on our results of operations
and financial condition.
THE COMPANY
We serve as an intermediary between our clients - who are traditionally
the middle-market businesses of the nation - and insurance companies that
underwrite client risks. Through our network of subsidiary insurance agencies,
we assist clients in managing their risks in areas such as property and
casualty, employee benefits and other areas of specialized exposure. These
agencies operate approximately 70 offices in 19 states. Our client base ranges
from personal to large national accounts and is primarily comprised of
middle-market commercial and industrial accounts. Insurance commissions
typically account for approximately 89% to 91% of our total annual revenues. We
also advise clients on risk management and employee benefits and provide claims
administration and loss control consulting services to clients, which contribute
approximately 6% to 8% of annual revenues.
We have historically grown principally through acquisitions of
independent insurance agencies with significant local market shares in small to
medium-size metropolitan areas. Since 1984, we have acquired approximately 184
independent agencies. Our prior growth strategy emphasized acquisitions of
established independent agencies staffed by local professionals and
centralization of certain administrative functions to allow agents to focus on
business production.
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We believe that a key to our success has been a strong emphasis on local client
service by experienced personnel with established community relationships.
Our current acquisition program is largely focused on acquisitions that
fit into our current operating models and strategic plans and targets entities
that strengthen our regions and middle-market position or add to our specialty
lines of business and increase our range of services.
In addition, we are actively exploring the opportunities that
information technology affords the insurance brokerage industry and, in
particular, the operations of our agencies. We have expanded our in-house
information technology staff to oversee the role of the Internet, innovative
networking and e-commerce in making our client service capabilities more
effective and efficient. We have also collaborated on a web-based distribution
channel that enables companies to distribute information relating to benefits,
training and other material to their employees and to provide them with
information and links for selected vendors of financial services, including
insurance, in a cost-effective manner.
The agencies act as independent agents representing a large number of
insurance companies, which gives us access to specialized products and capacity
needed by our clients. Agencies and regions are staffed to handle the broad
variety of insurance needs of their clients. Additionally, certain agencies and
regions have developed special expertise in areas such as aviation, construction
and marine insurance services, and this expertise is made available to clients
throughout the regions and our network.
Our corporate headquarters are located at 4235 Innslake Drive in Glen
Allen, Virginia 23060, and our telephone number is (804) 747-6500.
USE OF PROCEEDS
This prospectus relates to shares of our common stock that may be
offered and issued by us from time to time in connection with acquisitions by us
of independent insurance agencies and other businesses or assets. We do not
expect to receive any cash proceeds from the sale of these shares of common
stock.
PLAN OF DISTRIBUTION
This prospectus relates to 3,465,804 shares of our common stock that we
may offer and issue from time to time in connection with acquisitions of
independent insurance agencies and other businesses or assets. The consideration
for these acquisitions may consist of shares of our common stock, cash, notes or
other evidences of debt, assumption of liabilities or any combination of these
or other items.
The amount and type of the consideration that we will offer and the
other specific terms of each acquisition will be determined by negotiations with
the owners or controlling persons of the independent agencies and other
businesses or assets to be acquired after taking into account
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the current and anticipated future value of these businesses or assets, along
with all other relevant factors. These factors may include the following items:
o the established quality and reputation of the business and its
management;
o gross commission revenues;
o earning power;
o cash flow;
o growth potential;
o location of the business and properties to be acquired; and
o geographical and service diversification resulting from the
acquisition.
We expect that any shares of our common stock issued to the owners of these
businesses or assets to be acquired will be valued at a price reasonably related
to the current market value of our common stock either at the time an agreement
is reached regarding the terms of the acquisition or upon delivery of the
shares.
We will pay all expenses of this offering. We will not pay underwriting
discounts or commissions in connection with issuing these shares, although we
may pay finder's fees in specific acquisitions. Any person receiving a finder's
fee may be deemed an underwriter within the meaning of the Securities Act of
1933.
We may be required to provide further information with respect to a
specific acquisition by means of a post-effective amendment to the registration
statement or a supplement to this prospectus once we know the actual information
concerning the acquisition. Any post-effective amendment must become effective
under the Securities Act before we may sell any additional shares of our common
stock by means of this prospectus.
RESTRICTIONS ON RESALES
Shares of common stock that we issue under this prospectus to the
shareholders or owners of independent insurance agencies and other businesses
may be subject to substantial resale restrictions. These restrictions may depend
on whether we have obtained from the acquired business and filed with the SEC
both financial statements for the acquired business, some of which may need to
be audited depending on the financial significance of the business to us, and
pro forma financial information with respect to us that reflects the
acquisition.
Shareholders and owners that are deemed to be "affiliates" of the
acquired business generally may make resales of the common stock that they
acquired from us under this prospectus in accordance with Rule 145(d) of the
Securities Act of 1933, as amended. The SEC, however, will not permit these
affiliates to make resales until we have filed the required financial statements
and pro forma financial information described above. In addition, affiliates of
the acquired business who have become affiliates of us following the acquisition
may make resales of common stock only in compliance with Rule 144 of the
Securities Act. Shareholders and owners that are not deemed to be affiliates of
the acquired business or of us following the
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acquisition generally may make resales of the common stock that they acquired
from us without restriction.
To the extent that it is not practicable to prepare and present the
required financial information, neither affiliates nor non-affiliates of the
acquired business may make resales of common stock until we have filed with the
SEC financial statements for us that cover an appropriate period of time and
that reflect the acquisition as required by SEC accounting regulations.
All shareholders and owners should seek the advice of their own counsel
with respect to the legal requirements for any resales.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule incorporated by reference or included in our
Annual Report on Form 10-K for the year ended December 31, 1999, as set forth in
their report, which is incorporated by reference in this prospectus and
elsewhere in the registration statement. Our financial statements and schedule
are incorporated by reference in reliance on Ernst & Young LLP's report, given
on their authority as experts in accounting and auditing.
Documents that we have not yet filed and that we have incorporated by
reference into this prospectus will include financial statements, related
schedules (if required) and auditors' reports. Those financial statements and
schedules will have been audited to the extent and for the periods set forth in
those reports by the firm or firms rendering the reports and, to the extent so
audited and consent to incorporation by reference is given, will be incorporated
by reference in reliance upon those reports given upon the authority of the firm
or firms as experts in accounting and auditing.
LEGAL MATTERS
Williams, Mullen, Clark & Dobbins, P.C., our counsel, will pass upon
the validity of the shares of our common stock to be issued by us through this
prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information requirements of the Securities
Exchange Act of 1934, as amended, and we file annual, quarterly and current
reports, proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any document that we file at the SEC's public
reference room facility located at 450 Fifth Street, N.W., Washington, D.C.
20549 and at the SEC's regional offices at 7 World Trade Center, 13th Floor,
Suite 1300, New York, New York 10048 and Suite 1400, Citicorp Center, 500 West
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Madison Street, Chicago, Illinois 60661. Please call the SEC at 1-800-SEC-0330
for further information on the public reference room. The SEC maintains an
Internet site at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding issuers, including us, that file
documents with the SEC electronically through the SEC's electronic data
gathering, analysis and retrieval system known as EDGAR.
Our common stock is listed on the New York Stock Exchange under the
symbol "HRH." Our reports, proxy statements and other information may also be
reviewed at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
This prospectus is part of a registration statement filed by us with
the SEC. Because the rules and regulations of the SEC allow us to omit certain
portions of the registration statement from this prospectus, this prospectus
does not contain all the information set forth in the registration statement.
You may review the registration statement and the exhibits filed with the
registration statement for further information regarding us and the shares of
our common stock being sold by this prospectus. The registration statement and
its exhibits may be inspected at the public reference facilities of the SEC at
the addresses set forth above.
We also maintain an Internet site at www.hrh.com, which contains
information relating to us and our business.
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3,465,804 Shares
[LOGO]
Hilb, Rogal and Hamilton Company
Common Stock
_________________
PROSPECTUS
_________________
November __, 2000
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia (the
"Code") permits a Virginia corporation to indemnify any director or officer for
reasonable expenses incurred in any legal proceeding in advance of final
disposition of the proceeding, if the director or officer furnishes the
corporation a written statement of his or her good faith belief that he or she
has met the standard of conduct prescribed by the Code and furnishes the
corporation a written undertaking to repay any advance if it is ultimately
determined that he or she did not meet the standard of conduct, and a
determination is made by the board of directors that such standard has been met.
In a proceeding by or in the right of the corporation, no indemnification shall
be made in respect of any matter as to which an officer or director is adjudged
to be liable to the corporation, unless the court in which the proceeding took
place determines that, despite such liability, such person is reasonably
entitled to indemnification in view of all of the relevant circumstances. In any
other proceeding, no indemnification shall be made if the director or officer is
adjudged liable to the corporation on the basis that he or she improperly
received a personal benefit. Corporations are given the power to make any other
or further indemnity, including advance of expenses, to any director or officer
that may be authorized by the articles of incorporation or any bylaw made by the
shareholders, or any resolution adopted, before or after the event, by the
shareholders, except an indemnity against willful misconduct or a knowing
violation of the criminal law. Unless limited by its articles of incorporation,
indemnification of a director or officer is mandatory when he or she entirely
prevails in the defense of any proceeding to which he or she is a party because
he or she is or was a director or officer.
The Articles of Incorporation of the Registrant contain provisions
indemnifying the directors and officers of the Registrant to the full extent
permitted by Virginia law. In addition, the Articles of Incorporation of the
Registrant eliminate the personal liability of the Registrant's directors and
officers to the Registrant or its shareholders for monetary damages to the full
extent permitted by Virginia law.
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits:
The following exhibits are filed on behalf of the Registrant as part of
this Registration Statement:
Exhibit No. Document
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3.1 Articles of Incorporation (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement
on Form S-3, File No. 33-56488, hereinafter, the Form
S-3)
3.2 Amended and Restated Bylaws (incorporated by reference
to Exhibit 3.2 to the Registrant's Form 10-K for the
year ended December 31, 1999, File No. 0-15981)
5.1 Legal opinion of Williams, Mullen, Clark & Dobbins*
10.1 Credit Agreement dated as of May 3, 1999, among the
Registrant, as Borrower, the lenders named therein,
First Union National Bank, as administrative agent, PNC
Bank, as documentation agent and NationsBanc Montgomery
Securities
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LLC, as syndication agent (incorporated by reference to
Exhibit 99.1 to the Registrant's Form 8-K dated May 3,
1999, File No. 0-15981)
10.2 Indenture dated as of May 3, 1999 made by and among the
Registrant and Crestar Bank as Trustee (incorporated by
reference to Exhibit 10.2 to the Registrant's Form 10-Q
for the quarter ended March 31, 1999, File No. 0-15981)
10.3 Risk Management Agreement dated as of May 3, 1999 by and
between Phoenix Home Life Mutual Insurance Company and
the Registrant (incorporated by reference to Exhibit
10.3 to the Registrant's Form 10-Q for the quarter ended
March 31, 1999, File No. 0-15981)
10.4 Incentive Stock Option Plan, as amended (incorporated by
reference to Exhibit 28.27 to the Form S-3)
10.5 Consulting Agreement with Robert H. Hilb (incorporated
by reference to Exhibit 10.1 to the Registrant's Form
10-Q for the quarter ended June 30, 1997, File No.
0-15981)
10.6 First Amendment to Consulting Agreement with Robert H.
Hilb (incorporated by reference to Exhibit 10.6 to the
Registrant's Form 10-K for the year ended December 31,
1999, File No. 0-15981)
10.7 Employment Agreement of Andrew L. Rogal (incorporated by
reference to Exhibit 10.2 to the Registrant's Form 10-Q
for the quarter ended June 30, 1997, File No. 0-15981)
10.8 Employment Agreement for Martin L. Vaughan, III
(incorporated by reference to Exhibit 10.4 to the
Registrant's Form 10-Q for the quarter ended March 31,
1999, File No. 0-15981)
10.9 Hilb, Rogal and Hamilton Company 1989 Stock Plan, as
amended and restated (incorporated by reference to
Exhibit 10.7 to the Registrant's Form 10-K for the year
ended December 31, 1998)
10.10 Supplemental Executive Retirement Plan, as amended and
restated (incorporated by reference to Exhibit 10.8 to
the Registrant's Form 10-K for the year ended December
31, 1998)
10.11 Hilb, Rogal and Hamilton Company Outside Directors
Deferral Plan, as amended and restated (incorporated by
reference to Exhibit 10.9 to the Registrant's Form 10-K
for the year ended December 31, 1998)
10.12 Hilb, Rogal and Hamilton Company Non-employee Directors
Stock Incentive Plan, as amended and restated
(incorporated by reference to Exhibit 10.10 to the
Registrant's Form 10-K for the year ended December 31,
1998)
10.13 Hilb, Rogal and Hamilton Company Executive Voluntary
Deferral Plan (incorporated by reference to Exhibit 4.3
to the Registrant's Registration Statement on Form S-8,
File No. 333-93633)
II-2
<PAGE>
10.14 Voting and Standstill Agreement dated as of May 3, 1999
made by and among the Registrant, PM Holdings, Inc. and
Phoenix Home Life Mutual Insurance Company (incorporated
by reference to Exhibit 10.5 to the Registrant's Form
10-Q for the quarter ended March 31, 1999, File No.
0-15981)
10.15 Registration Rights Agreement dated as of May 3, 1999
made between the Registrant, PM Holdings, Inc. and
Phoenix Home Life Mutual Insurance Company (incorporated
by reference to Exhibit 10.6 to the Registrant's Form
10-Q for the quarter ended March 31, 1999, File No.
0-15981)
10.16 Sale and Quitclaim Agreement between Hilb, Rogal and
Hamilton Company of Pittsburgh, Inc. and Harold J.
Bigler, Chandler G. Ketchum and Richard F. Galardini
(incorporated by reference to Exhibit 10.11 to the
Registrant's Form 10-K for the year ended December 31,
1998, File No. 0-15981)
10.17 Form of Change of Control Employment Agreement for the
following executive officers: Andrew L. Rogal, Timothy
J. Korman, Martin L. Vaughan, III, Carolyn Jones, Walter
L. Smith, Vincent P. Howley, Henry C. Kramer, Robert J.
Hilb and Robert W. Blanton, Jr. (incorporated by
reference to Exhibit 10.12 to the Registrant's Form 10-K
for the year ended December 31, 1998, File No. 0-15981)
10.18 Form of Change of Control Employment Agreement for the
following executive officers: John P. McGrath, Richard
E. Simmons, III, William C. Chaufty, Steven C. Deal,
Michael A. Janes, Robert B. Lockhart, Benjamin A. Tyler,
Karl E. Manke and Richard F. Galardini (incorporated by
reference to Exhibit 10.13 to the Registrant's Form 10-K
for the year ended December 31, 1998, File No. 0-15981)
10.19 Employment Agreement of John P. McGrath (incorporated by
reference to Exhibit 10.19 to the Registrant's Form 10-K
for the year ended December 31, 1999, File No. 0-15981)
10.20 Employment Agreement of Richard F. Galardini
(incorporated by reference to Exhibit 10.15 to the
Registrant's Form 10-K for the year ended December 31,
1998, File No. 0-15981)
10.21 Employment Agreement of Michael A. Janes (incorporated
by reference to Exhibit 10.16 to the Registrant's Form
10-K for the year ended December 31, 1998, File No.
0-15981)
10.22 Employment Agreement of Timothy J. Korman as amended by
Amendment Number One, Amendment Number Two and Amendment
Number Three, dated September 1, 1991, September 1, 1993
and January 1, 1995, respectively (incorporated by
reference to Exhibit 10.22 to the Registrant's Form 10-K
for the year ended December 31, 1999, File No. 0-15981)
10.23 Form of Hilb, Rogal and Hamilton Employee Non-qualified
Stock Option Agreement with schedule of optionees and
amounts of options granted (incorporated by reference to
Exhibit 10.23 to the Registrant's Form 10-K for the year
ended December 31, 1999, File No. 0-15981)
II-3
<PAGE>
10.24 Form of Hilb, Rogal and Hamilton 2000 Restricted Stock
Agreement with schedule of grantees and amounts of
restricted stock granted (incorporated by reference to
Exhibit 10.24 to the Registrant's Form 10-K for the year
ended December 31, 1999, File No. 0-15981)
10.25 Hilb, Rogal and Hamilton Company 2000 Stock Incentive
Plan (incorporated by reference to Exhibit A of the
Registrant's definitive Proxy Statement for the Annual
Meeting of Shareholders held on May 2, 2000)
10.26 First Amendment to Credit Agreement and Waiver, dated
March, 2000 between the Registrant and First Union
National Bank, PNC Bank, Bank of America, N.A., Fleet
National Bank and Crestar Bank (incorporated by
reference to Exhibit 10.1 to the Registrant's Form 10-Q
for the quarter ended June 30, 2000, File No. 0-15981)
10.27 Second Amendment to Credit Agreement, dated June 27,
2000 between the Registrant and First Union National
Bank, PNC Bank, Bank of America, N.A., Fleet National
Bank and SunTrust Bank (incorporated by reference to
Exhibit 10.2 to the Registrant's Form 10-Q for the
quarter ended June 30, 2000, File No. 0-15981)
21.1 Subsidiaries of the Registrant*
23.1 Consent of Williams, Mullen, Clark & Dobbins (included
in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP*
23.3 Consent of PricewaterhouseCoopers LLP*
24.1 Powers of attorney (included on signature page)*
_____________
* Filed herewith.
(b) Financial Statement Schedules:
Not applicable.
(c) Reports, Opinions or Appraisals:
Not applicable.
Item 22. Undertakings.
(a) Undertakings Required by Item 512 of Regulation S-K.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
II-4
<PAGE>
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement.
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) 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.
(3) 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 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.
The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 and Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
II-5
<PAGE>
The undersigned Registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
The Registrant undertakes that every prospectus: (i) that is filed
pursuant to the paragraph immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used
in connection with an offering of securities subject to Rule 415, will be filed
as a part of an amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes 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.
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 person 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 of 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.
(b) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(c) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the County of Henrico,
Commonwealth of Virginia, on November 13, 2000.
HILB, ROGAL AND HAMILTON COMPANY
By: /s/ Andrew L. Rogal
----------------------------------
Andrew L. Rogal
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints each of Carolyn Jones and
Walter L. Smith as attorney and agent for the undersigned, with full power of
substitution, for and in the name, place and stead of the undersigned, to sign
and file with the Securities and Exchange Commission under the Securities Act of
1933, as amended, any and all amendments and exhibits to this registration
statement and any and all applications, instruments and other documents to be
filed with the Securities and Exchange Commission pertaining to the registration
of securities covered hereby with full power and authority to do and perform any
and all acts and things whatsoever requisite or desirable.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Andrew L. Rogal Chairman of the Board and Chief November 13, 2000
----------------------------------------- Executive Officer and Director
Andrew L. Rogal (Principal Executive Officer)
/s/ Carolyn Jones Senior Vice President, Chief Financial November 13, 2000
----------------------------------------- Officer and Treasurer (Principal
Carolyn Jones Financial Officer)
/s/ Robert W. Blanton, Jr. Vice President and Controller November 13, 2000
----------------------------------------- (Principal Accounting Officer)
Robert W. Blanton, Jr.
/s/ Robert H. Hilb Chairman Emeritus and Director November 13, 2000
-----------------------------------------
Robert H. Hilb
/s/ Martin L. Vaughan, III President, Chief Operating Officer and November 13, 2000
----------------------------------------- Director
Martin L. Vaughan, III
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Timothy J. Korman Executive Vice President, Finance and November 13, 2000
----------------------------------------- Administration and Director
Timothy J. Korman
/s/ Robert S. Ukrop Director November 13, 2000
-----------------------------------------
Robert S. Ukrop
/s/ Thomas H. O'Brien Director November 13, 2000
-----------------------------------------
Thomas H. O'Brien
Director November __, 2000
-----------------------------------------
J.S.M. French
/s/ Norwood H. Davis, Jr. Director November 13, 2000
-----------------------------------------
Norwood H. Davis, Jr.
/s/ Theodore L. Chandler, Jr. Director November 13, 2000
-----------------------------------------
Theodore L. Chandler, Jr.
/a/ Anthony F. Markel Director November 13, 2000
-----------------------------------------
Anthony F. Markel
/s/ Robert W. Fiondella Director November 13, 2000
-----------------------------------------
Robert W. Fiondella
/s/ David W. Searfoss Director November 13, 2000
-----------------------------------------
David W. Searfoss
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Document
----------- --------
3.1 Articles of Incorporation (incorporated by reference to Exhibit
4.1 to the Registrant's Registration Statement on Form S-3, File
No. 33-56488, effective March 1, 1993, hereinafter, the Form S-3)
3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit
3.2 to the Registrant's Form 10-K for the year ended December 31,
1999, File No. 0-15981)
5.1 Legal opinion of Williams, Mullen, Clark & Dobbins*
10.1 Credit Agreement dated as of May 3, 1999, among the Registrant, as
Borrower, the lenders named therein, First Union National Bank, as
administrative agent, PNC Bank, as documentation agent and
NationsBanc Montgomery Securities LLC, as syndication agent
(incorporated by reference to Exhibit 99.1 to the Registrant's
Form 8-K dated May 3, 1999, File No. 0-15981)
10.2 Indenture dated as of May 3, 1999 made by and among the Registrant
and Crestar Bank as Trustee (incorporated by reference to Exhibit
10.2 to the Registrant's Form 10-Q for the quarter ended March 31,
1999, File No. 0-15981)
10.3 Risk Management Agreement dated as of May 3, 1999 by and between
Phoenix Home Life Mutual Insurance Company and the Registrant
(incorporated by reference to Exhibit 10.3 to the Registrant's
Form 10-Q for the quarter ended March 31, 1999, File No. 0-15981)
10.4 Incentive Stock Option Plan, as amended (incorporated by reference
to Exhibit 28.27 of the Form S-3)
10.5 Consulting Agreement with Robert H. Hilb (incorporated by
reference to Exhibit 10.1 to the Registrant's Form 10-Q for the
quarter ended June 30, 1997, File No. 0-15981)
10.6 First Amendment to Consulting Agreement with Robert H. Hilb
(incorporated by reference to Exhibit 10.6 to the Registrant's
Form 10-K for the year ended December 31, 1999, File No. 0-15981)
10.7 Employment Agreement of Andrew L. Rogal (incorporated by reference
to Exhibit 10.2 to the Registrant's Form 10-Q for the quarter
ended June 30, 1997, File No. 0-15981)
10.8 Employment Agreement for Martin L. Vaughan, III (incorporated by
reference to Exhibit 10.4 to the Registrant's Form 10-Q for the
quarter ended March 31, 1999, File No. 0-15981)
10.9 Hilb, Rogal and Hamilton Company 1989 Stock Plan, as amended and
restated (incorporated by reference to Exhibit 10.7 to the
Registrant's Form 10-K for the year ended December 31, 1998)
<PAGE>
10.10 Supplemental Executive Retirement Plan, as amended and restated
(incorporated by reference to Exhibit 10.8 to the Registrant's
Form 10-K for the year ended December 31, 1998)
10.11 Hilb, Rogal and Hamilton Company Outside Directors Deferral Plan,
as amended and restated (incorporated by reference to Exhibit 10.9
to the Registrant's Form 10-K for the year ended December 31,
1998)
10.12 Hilb, Rogal and Hamilton Company Non-employee Directors Stock
Incentive Plan, as amended and restated (incorporated by reference
to Exhibit 10.10 to the Registrant's Form 10-K for the year ended
December 31, 1998)
10.13 Hilb, Rogal and Hamilton Company Executive Voluntary Deferral Plan
(incorporated by reference to Exhibit 4.3 to the Registrant's Form
S-8 Registration Statement, File No. 333-93633)
10.14 Voting and Standstill Agreement dated as of May 3, 1999 made by
and among the Registrant, PM Holdings, Inc. and Phoenix Home Life
Mutual Insurance Company (incorporated by reference to Exhibit
10.5 to the Registrant's Form 10-Q for the quarter ended March 31,
1999, File No. 0-15981)
10.15 Registration Rights Agreement dated as of May 3, 1999 made between
the Registrant, PM Holdings, Inc. and Phoenix Home Life Mutual
Insurance Company (incorporated by reference to Exhibit 10.6 to
the Registrant's Form 10-Q for the quarter ended March 31, 1999,
File No. 0-15981)
10.16 Sale and Quitclaim Agreement between Hilb, Rogal and Hamilton
Company of Pittsburgh, Inc. and Harold J. Bigler, Chandler G.
Ketchum and Richard F. Galardini (incorporated by reference to
Exhibit 10.11 to the Registrant's Form 10-K for the year ended
December 31, 1998, File No. 0-15981)
10.17 Form of Change of Control Employment Agreement for the following
executive officers: Andrew L. Rogal, Timothy J. Korman, Martin L.
Vaughan, III, Carolyn Jones, Walter L. Smith, Vincent P. Howley,
Henry C. Kramer, Robert J. Hilb and Robert W. Blanton, Jr.
(incorporated by reference to Exhibit 10.12 to the Registrant's
Form 10-K for the year ended December 31, 1998, File No. 0-15981)
10.18 Form of Change of Control Employment Agreement for the following
executive officers: John P. McGrath, Richard E. Simmons, III,
William C. Chaufty, Steven C. Deal, Michael A. Janes, Robert B.
Lockhart, Benjamin A. Tyler, Karl E. Manke and Richard F.
Galardini (incorporated by reference to Exhibit 10.13 to the
Registrant's Form 10-K for the year ended December 31, 1998, File
No. 0-15981)
10.19 Employment Agreement of John P. McGrath (incorporated by reference
to Exhibit 10.19 to the Registrant's Form 10-K for the year ended
December 31, 1999, File No. 0-15981)
<PAGE>
10.20 Employment Agreement of Richard F. Galardini (incorporated by
reference to Exhibit 10.15 to the Registrant's Form 10-K for the
year ended December 31, 1998, File No. 0-15981)
10.21 Employment Agreement of Michael A. Janes (incorporated by
reference to Exhibit 10.16 to the Registrant's Form 10-K for the
year ended December 31, 1998, File No. 0-15981)
10.22 Employment Agreement of Timothy J. Korman as amended by Amendment
Number One, Amendment Number Two and Amendment Number Three, dated
September 1, 1991, September 1, 1993 and January 1, 1995,
respectively (incorporated by reference to Exhibit 10.22 to the
Registrant's Form 10-K for the year ended December 31, 1999, File
No. 0-15981)
10.23 Form of Hilb, Rogal and Hamilton Employee Non-qualified Stock
Option Agreement with schedule of optionees and amounts of options
granted (incorporated by reference to Exhibit 10.23 to the
Registrant's Form 10-K for the year ended December 31, 1999, File
No. 0-15981)
10.24 Form of Hilb, Rogal and Hamilton 2000 Restricted Stock Agreement
with schedule of grantees and amounts of restricted stock granted
(incorporated by reference to Exhibit 10.24 to the Registrant's
Form 10-K for the year ended December 31, 1999, File No. 0-15981)
10.25 Hilb, Rogal and Hamilton Company 2000 Stock Incentive Plan
(incorporated by reference to Exhibit A of the Registrant's
definitive Proxy Statement for the Annual Meeting of Shareholders
held on May 2, 2000)
10.26 First Amendment to Credit Agreement and Waiver, dated March, 2000
between the Registrant and First Union National Bank, PNC Bank,
Bank of America, N.A., Fleet National Bank and Crestar Bank
(incorporated by reference to Exhibit 10.1 to the Registrant's
Form 10-Q for the quarter ended June 30, 2000, File No. 0-15981)
10.27 Second Amendment to Credit Agreement, dated June 27, 2000 between
the Registrant and First Union National Bank, PNC Bank, Bank of
America, N.A., Fleet National Bank and SunTrust Bank (incorporated
by reference to Exhibit 10.2 to the Registrant's Form 10-Q for the
quarter ended June 30, 2000, File No. 0-15981)
21.1 Subsidiaries of the Registrant*
23.1 Consent of Williams, Mullen, Clark & Dobbins (included in Exhibit
5.1)
23.2 Consent of Ernst & Young LLP*
23.3 Consent of PricewaterhouseCoopers LLP*
24.1 Powers of attorney (included on signature page)*
__________
* Filed herewith.
