SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 2000 Commission file number 0-15981
HILB, ROGAL AND HAMILTON COMPANY
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Virginia 54-1194795
------------------------------------ --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P. O. Box 1220, Glen Allen, VA 23060-1220
---------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 747-6500
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
------- ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at July 31, 2000
-------------------------- ----------------------------
Common stock, no par value 13,114,725
<PAGE>
HILB, ROGAL AND HAMILTON COMPANY
INDEX
-----
Page
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Statement of Consolidated Income
for the three months and six months
ended June 30, 2000 and 1999 3
Consolidated Balance Sheet,
June 30, 2000 and December
31, 1999 4
Statement of Consolidated Shareholders'
Equity for the six months ended
June 30, 2000 and 1999 5
Statement of Consolidated Cash Flows
for the six months ended June
30, 2000 and 1999 6
Notes to Consolidated Financial
Statements 7-9
Item 2. Management's Discussion and Analysis
of Financial Condition and
Results of Operations 10-13
Item 3. Qualitative and Quantitative Disclosures
About Market Risk 13
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of
Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13-14
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
STATEMENT OF CONSOLIDATED INCOME
HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 2000 JUNE 30, 1999 JUNE 30, 2000 JUNE 30, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues
Commissions and fees $ 61,122,642 $ 54,100,554 $126,735,982 $100,075,678
Investment income 531,310 517,399 1,057,073 854,514
Other 561,835 267,289 1,435,266 4,208,665
------------ ------------ ------------ ------------
62,215,787 54,885,242 129,228,321 105,138,857
Operating expenses
Compensation and
employee benefits 35,537,180 31,474,490 71,931,142 56,544,431
Other operating expenses 12,978,540 11,960,156 26,800,252 21,901,184
Amortization of
intangibles 2,995,010 2,634,719 5,982,613 4,639,218
Interest expense 2,036,412 1,518,840 4,025,563 2,205,163
Integration charge - 1,900,000 - 1,900,000
------------ ------------ ------------ ------------
53,547,142 49,488,205 108,739,570 87,189,996
------------ ------------ ------------ ------------
INCOME BEFORE
INCOME TAXES 8,668,645 5,397,037 20,488,751 17,948,861
Income taxes 3,727,518 2,353,497 8,810,365 7,468,366
------------ ------------ ------------ ------------
NET INCOME $ 4,941,127 $ 3,043,540 $ 11,678,386 $ 10,480,495
============ ============ ============ ============
NET INCOME PER
COMMON SHARE:
Basic $0.38 $0.24 $0.89 $0.83
===== ===== ===== =====
Dilutive $0.35 $0.23 $0.83 $0.81
===== ===== ===== =====
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
CONSOLIDATED BALANCE SHEET
HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
---- ----
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 30,788,690 $ 22,336,722
Investments 1,811,025 2,939,238
Receivables:
Premiums, less allowance for doubtful
accounts of $1,495,000 and $1,456,000,
respectively 62,126,134 61,853,039
Other 11,284,604 13,418,165
------------ ------------
73,410,738 75,271,204
Prepaid expenses and other current assets 7,941,940 10,653,387
------------ ------------
TOTAL CURRENT ASSETS 113,952,393 111,200,551
INVESTMENTS 2,362,469 1,761,463
PROPERTY AND EQUIPMENT, NET 15,320,914 15,412,623
INTANGIBLE ASSETS 231,353,358 229,130,542
Less accumulated amortization 49,895,901 45,082,914
------------ ------------
181,457,457 184,047,628
OTHER ASSETS 7,624,783 5,559,054
------------ ------------
$320,718,016 $317,981,319
============ ============
LIABILITIES AND SHAREHOLDERS'
EQUITY
CURRENT LIABILITIES
Premiums payable to insurance companies $ 93,289,492 $ 87,752,334
Accounts payable and accrued expenses 12,828,114 17,496,667
Premium deposits and credits due customers 15,895,475 15,192,499
Current portion of long-term debt 3,312,372 3,865,137
------------ ------------
TOTAL CURRENT LIABILITIES 125,325,453 124,306,637
LONG-TERM DEBT 107,930,823 111,826,434
OTHER LONG-TERM LIABILITIES 10,966,233 10,672,472
SHAREHOLDERS' EQUITY
Common Stock, no par value;
authorized 50,000,000 shares;
outstanding 13,096,975 and
13,058,978 shares, respectively 16,263,914 18,248,712
Retained earnings 60,231,593 52,927,064
------------ ------------
76,495,507 71,175,776
------------ ------------
$320,718,016 $317,981,319
============ ============
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
STATEMENT OF CONSOLIDATED SHAREHOLDERS' EQUITY
HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES
(UNAUDITED)
<TABLE>
<CAPTION>
Common Stock Retained Earnings
------------ -----------------
<S> <C> <C>
Balance at January 1, 2000 $18,248,712 $52,927,064
Issuance of 154,697 shares of
Common Stock 1,100,113
Purchase of 116,700 shares of
Common Stock (3,084,911)
Payment of dividends ($.335 per share) (4,373,857)
Net income 11,678,386
----------- -----------
Balance at June 30, 2000 $16,263,914 $60,231,593
=========== ===========
Balance at January 1, 1999 $ 3,831,208 $41,879,167
Issuance of 1,114,174 shares of
Common Stock 18,615,735
Purchase of 132,600 shares of
Common Stock (2,623,824)
Payment of dividends ($.315 per share) (4,118,806)
Net income 10,480,495
----------- -----------
Balance at June 30, 1999 $19,823,119 $48,240,856
=========== ===========
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
STATEMENT OF CONSOLIDATED CASH FLOWS
HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, 2000 JUNE 30, 1999
------------- -------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 11,678,386 $ 10,480,495
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,509,234 2,085,393
Amortization of intangible assets 5,982,613 4,639,218
------------ ------------
Net income plus amortization and depreciation 20,170,233 17,205,106
Provision for losses on accounts receivable 274,417 172,840
Gain on sale of assets (885,458) (3,667,066)
Changes in operating assets and liabilities
net of effects from insurance agency
acquisitions and dispositions:
Decrease in accounts receivable 1,492,201 13,574,103
Decrease in prepaid expenses 2,711,447 2,042,286
Increase (decrease) in premiums payable to
insurance companies 4,578,376 (15,226,271)
Increase in premium deposits and credits due
customers 750,384 2,086,984
Decrease in accounts payable and accrued
expenses (4,608,138) (2,395,621)
Other operating activities 115,744 284,977
------------ ------------
NET CASH PROVIDED BY OPERATING
ACTIVITIES 24,599,206 14,077,338
INVESTING ACTIVITIES
Proceeds from maturities of held-to-maturity
Investments 2,469,817 2,824,317
Purchase of investments (855,110) (2,070,901)
Purchase of property and equipment (3,077,465) (3,879,658)
Purchase of insurance agencies, net of cash acquired (6,187,773) (27,097,400)
Proceeds from sale of assets 3,907,214 4,587,377
Other investing activities (1,341,849) (2,468,030)
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (5,085,166) (28,104,295)
FINANCING ACTIVITIES
Proceeds from long-term debt 3,000,000 93,000,000
Principal payments on long-term debt (7,982,167) (55,513,996)
Proceeds from issuance of Common Stock 1,378,863 1,684,484
Repurchase of Common Stock (3,084,911) (2,623,824)
Dividends (4,373,857) (4,118,806)
------------ ------------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES (11,062,072) 32,427,858
------------ ------------
INCREASE IN CASH AND CASH EQUIVALENTS 8,451,968 18,400,901
Cash and cash equivalents at beginning of period 22,336,722 19,394,958
------------ ------------
CASH AND CASH EQUIVLENTS AT END OF
PERIOD $ 30,788,690 $ 37,795,859
============ ============
</TABLE>
See notes to consolidated financial statements.
6
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES
June 30, 2000
(UNAUDITED)
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of the Company have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the six month period ended June 30, 2000,
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2000. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's Form 10-K
for the year ended December 31, 1999.
NOTE B--INCOME TAXES
The Company files a consolidated federal income tax return. Deferred taxes
result from temporary differences between the reporting for income tax and
financial statement purposes and the amounts used for income tax purposes. The
Company's effective rate varies from the statutory rate primarily due to state
income taxes and non-deductible amortization.
NOTE C--ACQUISITIONS
On May 3, 1999, the Company acquired all of the issued and outstanding shares of
American Phoenix Corporation, a subsidiary of Phoenix Home Life Mutual Insurance
Company, from Phoenix Home Life Mutual Insurance Company and Martin L. Vaughan,
III. The shares were acquired in exchange for approximately $49 million in cash,
$32 million face value in 5.25% Convertible Subordinated Debentures due 2014,
with a conversion price of $22.75 per share, callable in 2009, and 1,000,000
shares of Common Stock of the Company. The Company funded the cash portion of
the purchase price with a credit facility obtained in connection with the
acquisition. The acquisition has been accounted for by the purchase method of
accounting. Intangible assets of approximately $97 million, created by the
acquisition, will be amortized over 25 years. The assets and liabilities of
American Phoenix Corporation have been revalued to their respective fair market
values. The financial statements of the Company reflect the combined operations
of the Company and American Phoenix Corporation from the closing date of the
acquisition.
7
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES
June 30, 2000
(UNAUDITED)
NOTE C--ACQUISITIONS-Continued
Pursuant to EITF 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity", the Company has recorded a charge
of $1.9 million in the second quarter of 1999 related to severance, termination
costs and other restructuring costs necessary to integrate the operations of
American Phoenix Corporation with the Company. Costs incurred to exit certain
leases and physically merge common locations comprised $950,000 of this amount.
The remaining amount relates to employee severance and other integration costs.
As of June 30, 2000, the Company had paid approximately $1,074,000 of these
integration costs. These charges have been included in the following pro forma
amounts. Similar costs related to American Phoenix Corporation's severance and
termination costs were approximately $2,700,000, and were capitalized as part of
the purchase. The following unaudited pro forma results of operations of the
Company give effect to the acquisition of American Phoenix Corporation as though
the transaction had occurred on January 1, 1999.
SIX MONTHS ENDED
JUNE 30, 1999
-------------
REVENUES $129,900,000
NET INCOME 11,691,000
NET INCOME PER
COMMON SHARE:
Basic $0.88
=====
Diluted $0.81
=====
WEIGHTED AVERAGE
SHARES OUTSTANDING:
Basic 13,237,000
Diluted 14,771,000
During the first six months of 2000, the Company also acquired certain assets
and liabilities of five insurance agencies for $4,761,000 ($4,227,000 in cash
and $534,000 in guaranteed future payments) in purchase accounting transactions.
Pro forma revenues and net income are not material to the consolidated financial
statements.
NOTE D--SALE OF ASSETS
During the six months ended June 30, 2000 and 1999, the Company sold certain
insurance accounts and other assets resulting in gains of approximately $885,000
and $3,667,000,
8
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES
June 30, 2000
(UNAUDITED)
NOTE D--SALE OF ASSETS-Continued
including $302,000 of gains and $4,000 of losses during the second quarters of
2000 and 1999, respectively. Revenues, expenses and assets related to these
dispositions were not material to the consolidated financial statements.
NOTE E--NET INCOME PER SHARE
The following table sets forth the computation of basic and diluted net income
per share.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
Numerator for basic net income
per share - net income $ 4,941,127 $ 3,043,540 $11,678,386 $10,480,495
Effect of dilutive securities:
5.25% convertible debenture 269,812 173,082 539,277 173,082
----------- ----------- ----------- -----------
Numerator for dilutive net income per
share - net income available after
assumed conversions $ 5,210,939 $ 3,216,622 $12,217,663 $10,653,577
=========== =========== =========== ===========
Denominator
Weighted average shares 13,001,817 12,796,632 13,022,388 12,466,536
Effect of guaranteed future shares to be
issued in connection with an agency
acquisition 44,973 89,385 51,045 103,733
----------- ----------- ----------- -----------
Denominator for basic net income per
share 13,046,790 12,886,017 13,073,433 12,570,269
Effect of dilutive securities
Employee stock options 316,734 144,865 300,310 114,177
Employee non-vested stock 11,539 - 6,619 -
Contingent stock - acquisitions 6,982 23,465 3,491 13,175
5.25% convertible debenture 1,406,593 937,729 1,406,593 468,864
----------- ----------- ----------- -----------
Dilutive potential common shares 1,741,848 1,106,059 1,717,013 596,216
----------- ----------- ----------- -----------
Denominator for diluted net income per
share - adjusted weighted average
shares and assumed conversions 14,788,638 13,992,076 14,790,446 13,166,485
=========== =========== =========== ===========
Net Income per Common Share:
Basic $0.38 $0.24 $0.89 $0.83
===== ===== ===== =====
Diluted $0.35 $0.23 $0.83 $0.81
===== ===== ===== =====
</TABLE>
9
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations:
---------------------
On May 3, 1999, the Company acquired all of the issued and outstanding shares of
common stock of American Phoenix Corporation, a subsidiary of Phoenix Home Life
Mutual Insurance Company, from Phoenix Home Life Mutual Insurance Company and
Martin L. Vaughan, III. The assets and liabilities of American Phoenix
Corporation have been revalued to their respective fair market values. The
financial statements of the Company reflect the combined operations of the
Company and American Phoenix Corporation from the closing date of the
acquisition.
Three Months Ended June 30, 2000
Net income for the three months ended June 30, 2000 was $4.9 million, or $0.35
per share, compared with $3.0 million, or $0.23 per share. Excluding gains in
both periods and an integration charge relating to the American Phoenix
acquisition in the second quarter of 1999, net income was $4.8 million, a 14.3%
increase from $4.2 million last year. Earnings per share on the same basis were
$0.34, compared with $0.31.
Commissions and fees were $61.1 million, an increase of 13.0% from commissions
and fees of $54.1 million during the comparable period of the prior year.
Approximately $6.5 million of commissions were derived from purchase
acquisitions of new insurance agencies. This increase was offset by decreases of
approximately $2.1 million from the sale of certain offices and accounts in 2000
and 1999. Excluding the effect of acquisitions and dispositions, commissions and
fees from operations owned during both periods increased 5.1%.
Investment income was comparable to the same period of the prior year. Other
income increased $0.3 million or 110.2%. Amounts in other income include gains
of certain insurance accounts and other assets of $0.3 million in 2000, compared
with net losses of $4,000 in 1999.
Expenses for the quarter increased $4.1 million or 8.2%. Integration costs of
$1.9 million were charged in the second quarter of 1999 to integrate the
operations of American Phoenix Corporation with the Company. Compensation and
benefits and other operating expenses increased $4.1 million and $1.0 million,
respectively, primarily due to purchase acquisitions of new insurance agencies
and increased earnings. Amortization of intangibles increased approximately $0.4
million due primarily to the aforementioned purchase acquisitions offset by
sales of accounts in 2000. Interest expense increased by $0.5 million due to
increased bank borrowings and issuance of Convertible Subordinated Debentures
utilized to finance agency acquisition and stock repurchase programs.
The Company's overall tax rate for the three months ended June 30, 2000 was
43.0% which was comparable to 43.6% for the same period of the prior year.
10
<PAGE>
Six Months Ended June 30, 2000
For the six months ended June 30, 2000, net income was $11.7 million, or $0.83
per share, compared to $10.5 million, or $0.81 per share last year. Excluding
the effect of gains and the integration charge, net income was $11.2 million, or
$0.79 per share, up from $9.4 million or $0.73 per share a year ago.
Commissions and fees were $126.7 million, an increase of 26.6% from commissions
and fees of $100.1 million during the comparable period of the prior year.
Approximately $25.0 million of commissions were derived from purchase
acquisitions of new insurance agencies. This increase was offset by decreases of
approximately $2.6 million from the sale of certain offices and accounts in 2000
and 1999. Commissions and fees, excluding the effect of acquisitions and
dispositions, from operations owned during both periods increased 4.2%.
Investment income increased $0.2 million, or 23.7%, primarily due to increased
invested assets related to purchase acquisitions. Other income decreased $2.8
million or 65.9% from the prior year primarily due to the net impact of
nonrecurring gains from the sale of certain insurance accounts an other assets.
Expenses increased by $21.5 million or 24.7%. Increases include $15.4 million in
compensation and benefits and $4.9 million in other operating expenses, due
primarily to purchase acquisitions of new insurance agencies and increased
earnings. Amortization of intangibles increased approximately $1.3 million due
primarily to purchase acquisitions. Interest expense increased by $1.8 million
due to increased bank borrowings and Subordinated Convertible Debentures
utilized to finance agency acquisition and stock repurchase programs along with
interest rate increases.
The Company's overall tax rate of 43.0% for the six months ended June 30, 2000,
increased from the rate of 41.6% for the six months ended June 30, 1999
primarily due to the nondeductibility of a portion of the goodwill from the
American Phoenix Corporation acquisition.
The timing of contingent commissions, policy renewals and acquisitions may cause
revenues, expenses and net income to vary significantly from quarter to quarter.
As a result of the factors described above, operating results for the six months
ended June 30, 2000 should not be considered indicative of the results that may
be expected for the entire year ending December 31, 2000.
Liquidity and Capital Resources:
-------------------------------
Net cash provided by operations totaled $24.6 million and $14.1 million for the
six months ended June 30, 2000 and 1999, respectively, and is primarily
dependent upon the timing of the collection of insurance premiums from clients
and payment of those premiums to the appropriate insurance underwriters.
The Company has historically generated sufficient funds internally to finance
capital expenditures for property and equipment. Cash expenditures for the
acquisition of property and equipment
11
<PAGE>
were $3.1 million and $3.9 million for the six months ended June 30, 2000 and
1999, respectively. The timing and extent of the purchase and sale of
investments is dependent upon cash needs and yields on alternate investments and
cash equivalents. The purchase of insurance agencies accounted for under the
purchase method of accounting utilized cash of $6.2 million and $27.1 million in
the six months ended June 30, 2000 and 1999, respectively. Cash expenditures for
such insurance agency acquisitions have been primarily funded through operations
and long-term borrowings. In addition, a portion of the purchase price in such
acquisitions may be paid through Common Stock, deferred cash payments and, in
the case of the American Phoenix acquisition, issuance of Convertible
Subordinated Debentures. Cash proceeds from the sale of accounts and other
assets amounted to $3.9 million and $4.6 million in the six months ended June
30, 2000 and 1999, respectively. The Company did not have any material capital
expenditure commitments as of June 30, 2000.
Financing activities (utilized) provided cash of ($11.1) million and $32.4
million in the six months ended June 30, 2000 and 1999, respectively. The
Company has consistently made debt payments and annually increased its dividend
rate. In addition, during the six months ended June 30, 2000 and 1999, the
Company repurchased 116,700 and 132,600, respectively, shares of its Common
Stock under a stock repurchase program. The Company is currently authorized to
purchase an additional 390,100 shares. The Company anticipates the continuance
of its dividend policy. The Company has a bank credit agreement for $110.0
million under which loans are due in various amounts through 2004 and $32.0
million face value of 5.25% Convertible Subordinated Debentures due 2014. At
June 30, 2000, there were loans of $75.0 million outstanding under the bank
agreement.
The Company had a current ratio (current assets to current liabilities) of 0.91
to 1.00 as of June 30, 2000. Shareholders' equity of $76.5 million at June 30,
2000, is improved from $71.2 million at December 31, 1999. The debt to equity
ratio of 1.41 to 1.00 is decreased from the ratio at December 31, 1999 of 1.57
to 1.00 due to debt payments and net income.
The Company believes that cash generated from operations, together with proceeds
from borrowings, will provide sufficient funds to meet the Company's short and
long-term funding needs.
Market Risk
The Company has certain investments and utilizes (on a limited basis) derivative
financial instruments which are subject to market risk; however, the Company
believes that exposure to market risk associated with these instruments is not
material.
Impact of Year 2000
In prior years, the Company discussed its plans and progress related to
achieving year 2000 readiness. During 1999, the Company completed all phases of
this plan. The Company experienced no significant disruptions from mission
critical systems or third party vendors. The Company is not aware of any
material problems resulting from year 2000 issues, either with its
12
<PAGE>
internal systems or the products and services of third parties. The Company will
continue to monitor its mission critical computer applications and those of its
suppliers and vendors throughout the year 2000 to ensure that any year 2000
matters that may arise are addressed promptly.
Forward-Looking Statements
The Company cautions readers that the foregoing discussion and analysis includes
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, and are subject to the safe harbor created by
that Act. These forward-looking statements are believed by the Company to be
reasonable based upon management's current knowledge and assumptions about
future events, but are subject to the uncertainties generally inherent in any
such forward-looking statement, including factors discussed above as well as
other factors that may generally affect the Company's business, financial
condition or operating results. Reference is made to the discussion of
"Forward-Looking Statements" contained in "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1999, regarding important
risk factors and uncertainties that could cause actual results, performance or
achievements to differ materially from future results, performance or
achievements expressed or implied in any forward-looking statement made by or on
behalf of the Company.
Item 3. QUALITATIVE AND QUANTITATIVE DISCLOUSRES ABOUT MARKET RISK
The information required by this item is set forth under the caption
"Market Risk" in Item 2 -- Management's Discussion and Analysis of Financial
Condition and Results of Operations.
PART II - OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Information required by this item was previously reported in the
Company's Form 10-Q for the quarter ended March 31, 2000.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
Exhibit No. Document
----------- --------
10.1 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*
13
<PAGE>
10.2 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*
27 Financial Data Schedule (filed
electronically only)*
*Filed Herewith
b) Reports on Form 8-K
None.
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.
Hilb, Rogal and Hamilton Company
--------------------------------
(Registrant)
Date August 11, 2000 By: /s/ Andrew L. Rogal
---------------------- --------------------------------
Chairman and Chief Executive
Officer
(Principal Executive Officer)
Date August 11, 2000 By: /s/ Carolyn Jones
--------------------- --------------------------------
Senior Vice President and Chief
Financial Officer
(Principal Financial Officer)
Date August 11, 2000 By: /s/ Robert W. Blanton, Jr.
---------------------- --------------------------------
Vice President and Controller
(Chief Accounting Officer)
14
<PAGE>
HILB, ROGAL AND HAMILTON COMPANY
EXHIBIT INDEX
Exhibit No. Document
----------- --------
10.1 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*
10.2 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*
27 Financial Data Schedule (filed
electronically only)*
*Filed Herewith
