<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for use of the
commission only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AMERINST INSURANCE GROUP, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement Number:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
AmerInst Insurance Group, Inc.
c/o USA Risk Group, Inc.
Post Office Box 1330
Montpelier, Vermont 05601
_______________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 11, 1998
_______________________
To the Stockholders of
AmerInst Insurance Group, Inc.
The Annual Meeting of Stockholders of AmerInst Insurance Group, Inc. (the
"Company") will be held at the offices of Lord, Bissell & Brook, 115 South
LaSalle Street, Chicago, Illinois 60603, on Monday, May 11, 1998, at 9:00 a.m.,
local time, for the following purposes:
1. To elect two directors of the Company to serve for a term expiring at
the 2001 Annual Meeting of Stockholders; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors selected the close of business on March 24, 1998 as
the record date for determining the stockholders entitled to notice of and to
vote at the meeting or any adjournment thereof.
YOUR REPRESENTATION AT THIS MEETING IS IMPORTANT. IF YOU CANNOT BE PRESENT
AT THE MEETING, PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY. AN ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE WHICH, IF MAILED IN THE UNITED STATES, REQUIRES NO
POSTAGE.
A copy of the Company's proxy statement accompanies this notice.
By order of the Board of Directors
NORMAN C. BATCHELDER
Chairman of the Board
April 13, 1998
<PAGE>
AmerInst Insurance Group, Inc.
c/o USA Risk Group, Inc.
Post Office Box 1330
Montpelier, Vermont 05601
MAILING DATE
April 13, 1998
_______________________
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 11, 1998
_______________________
GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of AmerInst Insurance Group, Inc. (the
"Company") for use at the Annual Meeting of Stockholders to be held at the
offices of Lord, Bissell & Brook, 115 South LaSalle Street, Chicago, Illinois
60603, on Monday, May 11, 1998, and at any adjournment thereof. Costs of
solicitation will be borne by the Company. Following the original solicitation
of proxies by mail, certain officers and agents of the Company may solicit
proxies by correspondence, telephone, or in person, but without extra
compensation. USA Risk Group, Inc., the Company's management company, may assist
in the solicitation of proxies. The Company will reimburse brokers and other
nominee holders for their reasonable expenses incurred in forwarding proxy
materials to beneficial owners.
Each proxy solicited herewith will be voted as the stockholder directs, but
in the absence of such directions will be voted FOR the director nominees
specified herein. Any proxy solicited herewith may be revoked by the stockholder
at any time prior to the stockholder vote by filing with the Secretary of the
Company a written revocation or duly executed form of proxy bearing a later date
prior to the stockholder vote or by voting in person at the meeting.
VOTING SECURITIES
The holders of record of the Common Stock of the Company at the close of
business on March 24, 1998 (the "Record Date") will be entitled to vote at the
meeting. On the Record Date, there were outstanding 333,358 shares of Common
Stock held by 2,585 holders of record.
Pursuant to the Company's Certificate of Incorporation, the holders of
Common Stock are entitled to elect the Board of Directors. Each share of Common
Stock entitles the holder thereof to one vote.
Two directors will be elected at the Annual Meeting of Stockholders.
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The holders of at least one-third of the shares of Common Stock must be
present in person or by proxy at the Annual Meeting in order for the Annual
Meeting to be held. Directors will be elected by a plurality of the votes cast
for the election of directors. The affirmative vote of the holders of a majority
of the shares of Common Stock present in person or by proxy and entitled to vote
at the Annual Meeting is required for approval of any other actions proposed to
be taken at the Annual Meeting. On each such proposed action, pursuant to
Delaware law, abstentions are treated as present and entitled to vote and thus
have the effect of a vote against a proposed action. A broker non-vote (where a
broker submits a proxy but does not have authority to vote a customer's shares
on one or more matters) on a proposed action is considered not entitled to vote
on that action and thus is not counted in determining whether an action
requiring approval of a majority of the shares present and entitled to vote at
the Annual Meeting has been approved.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of March 24, 1998 with
respect to beneficial ownership of the Company's Common Stock by each director,
director nominee and officer of the Company and all directors and officers of
the Company as a group. None of the directors, director nominees or officers of
the Company, individually or as a group, owns greater than 1% of the outstanding
Common Stock of the Company. No person known to the Company as of March 24, 1998
is the "beneficial owner" (as defined in Rule 13d-3 of the Securities Exchange
Act of 1934, as amended) of more than 5% of the Company's Common Stock. Unless
otherwise indicated, the persons named in the table have sole voting and
investment power with respect to all shares shown as beneficially owned by them.
Except as otherwise noted, all information in the table and the accompanying
footnotes is given as of March 24, 1998, and has been supplied by each of the
persons included in the table.
<TABLE>
<CAPTION>
Number of Shares of Common
Name Stock Beneficially Owned
---- --------------------------
<S> <C>
Norman C. Batchelder, CPA (1)...................... 22
Bruce W. Breitweiser, CPA (1)(2)................... 294
Jerome A. Harris, CPA (3)(4)....................... 817
Ronald S. Katch, CPA (1)(5)........................ 400
Charles B. Larson, CPA............................. 20
David N. Thompson, CPA (6)......................... 0
All Directors and Officers as a Group (5 Persons).. 1,553
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</TABLE>
(1) Continuing director of the Company.
(2) Shares are held by IAA Trust Co. as trustee of the 401(k) Savings Plan of
Dunbar, Breitweiser & Company for the benefit of Bruce W. Breitweiser.
(3) Nominee for re-election as director.
(4) Checkers, Simon & Rosner, LLP, of which Mr. Harris is a partner, is the
record and beneficial owner of the shares shown and has sole voting and
investment power with respect to such shares.
(5) Katch, Tyson & Company, CPAs, of which Mr. Katch is a partner, is the record
and beneficial owner of the shares shown and has sole voting and investment
power with respect to such shares.
(6) Nominee for election as director.
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<PAGE>
ELECTION OF DIRECTORS
The Board of Directors of the Company consists of five members. The
Company's Certificate of Incorporation divides the directors of the Company into
three classes. The holders of the Company's Common Stock are being asked to
elect Jerome A. Harris, a current director whose term expires at the 1998 Annual
Meeting of Stockholders, and David N. Thompson to a three-year term expiring at
the 2001 Annual Meeting or until their successors shall have been duly elected
and qualified.
In order to insure that persons with professional liability insurance
knowledge are represented on the Company's Board of Directors, the Company's
Certificate of Incorporation requires that at least half of each class of
directors be either current or former members of the Professional Liability
Insurance Plan Committee (the "AICPA Plan Committee" or "Committee") of the
American Institute of Certified Public Accountants (the "AICPA"), or persons
otherwise knowledgeable, as determined by the Board, in accountants'
professional liability insurance matters ("Qualified Directors"). The Board has
designated each of Mr. Harris and Mr. Thompson as a Qualified Director
candidate.
Nominations for Qualified Director positions on the Board of Directors must
be submitted not less than 60 days nor more than 90 days prior to a meeting
called for the election of directors in order to allow the Board sufficient time
to evaluate the qualifications of such nominee. It is intended that the next
Annual Meeting of Stockholders be held on or about May 10, 1999. Nominations for
Qualified Director positions on the Board must be submitted to the Secretary of
the Company by March 11, 1999, but not before February 9, 1999.
Listed below is the name, age, officer position with the Company, principal
business experience during the last five years, and other information regarding
each person proposed to be nominated for election as a director as well as the
continuing directors of the Company.
Officers of the Company are elected annually by the Board of Directors to
serve for a term of one year or until a successor is duly elected and qualified.
The Board has nominated the persons listed below to serve for a term of
three years, and all proxies received from holders of Common Stock will be voted
for the election of such nominees, except to the extent that persons giving such
proxies withhold authority to vote for such nominees. The Company believes that
the nominees for director will be able to serve. If either nominee would be
unable to serve, the enclosed proxy confers authority to vote in favor of such
other person as the Board of Directors at the time recommends to serve in place
of such nominee.
The Board recommends that stockholders vote "FOR" the election of Messrs.
Harris and Thompson.
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<PAGE>
Nominees for Election as Director
Jerome A. Harris......... Age 55. Assistant Secretary and Assistant Treasurer of
the Company since December of 1995. Director of the
Company since May of 1995. Managing Partner of
Checkers, Simon & Rosner, LLP, Chicago, Illinois, and
Senior Managing Director of American Express Tax and
Business Services, Inc., a consulting firm, since
1997. Founding and former board member and former
member of the Executive Committee of the Accountants
Liability Assurance Company Ltd. Former Chairman of
the Illinois CPA Society Insurance Liability Task
Force.
David N. Thompson........ Age 47. Senior Vice President--Mergers & Acquisitions,
Meadowbrook Insurance Group, Inc., a national
insurance company, since 1998, and President and Chief
Executive Officer of E-Insure Services, Inc., an
internet insurance marketplace, since 1996; from 1994
to 1996, National Practice Leader and Managing
Director of Alexander & Alexander, Inc., a national
insurance broker; from 1993 to 1994, President and
Chief Executive Officer of Specialty Programs, Ltd.,
an insurance acquisition and consulting company. Prior
thereto, he held various positions, most recently as
Chairman, President and Chief Executive Officer, with
Crum & Forster Managers Group, an underwriter of
property and casualty insurance and the predecessor to
Coregis Insurance Company.
Continuing Directors
Norman C. Batchelder..... Age 69. President, Chairman of the Board and Director
of the Company since it was formed in September of
1987. Former Executive Director of the New Hampshire
Society of CPAs. Former Partner of Smith, Batchelder &
Rugg, CPAs, Lebanon, New Hampshire. Former member and
Chairman of the AICPA Professional Liability Insurance
Plan Committee and Former President of the New
Hampshire Society of CPAs. Term as Director expires at
the 1999 Annual Meeting of Stockholders.
Bruce W. Breitweiser..... Age 49. Vice President of the Company since 1993.
Director of the Company since November 21, 1991.
Managing Partner of Dunbar, Breitweiser & Company,
LLP, Bloomington, Illinois. Term as Director expires
at the 2000 Annual Meeting of Stockholders.
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<PAGE>
Ronald S. Katch.......... Age 64. Treasurer of the Company since 1991. Director
of the Company since it was formed in September of
1987. Managing Partner of Katch, Tyson & Company,
CPAs, Northfield, Illinois. Former member and Chairman
of the AICPA Professional Liability Insurance Plan
Committee. Term as Director expires at the 2000 Annual
Meeting of Stockholders.
BOARD AND COMMITTEE MEETINGS
There were seven committees of the Board of Directors during 1997: the
Stockholder Relations Committee of which Mr. Katch and Mr. Batchelder are
members; the Audit and Finance Committee of which Mr. Breitweiser, Mr. Harris
and Mr. Katch are members; the Investment Committee of which Mr. Breitweiser,
Mr. Katch and Mr. Larson are members; the Underwriting and Reinsurance Committee
of which Mr. Batchelder and Mr. Harris are members; the Strategic Planning
Committee of which Mr. Batchelder, Mr. Harris and Mr. Larson are members; the
Public Relations Committee of which Mr. Breitweiser and Mr. Larson are members;
and the Nominating Committee of which Mr. Breitweiser and Mr. Katch are members.
The seven committees respectively have and may exercise the full power of the
Board of Directors, subject to certain limitations imposed by law, as to all
matters relating to the ownership, transfer or redemption of the Company's
Common Stock; the annual audit of the Company's financial statements and the
review and approval of the Company's fiscal year budget; the Company's
investment activity; the review and negotiation of reinsurance contracts; the
consideration of various opportunities and options available to the Company; the
coordination of press releases and other communications with the public; and the
consideration of nominees to the Board of Directors.
During 1997, the Audit and Finance Committee met three times, the
Investment Committee met four times, the Strategic Planning Committee met one
time, the Public Relations Committee met one time and the Nominating Committee
met one time. During 1997, the Stockholder Relations Committee and the
Underwriting and Reinsurance Committee conducted their respective committee
business informally without a meeting. The Board held seven meetings in 1997.
All Directors attended at least 75% of the aggregate of the total number of
meetings of the Board of Directors and the total number of meetings held by each
committee of the Board on which such Directors served.
EXECUTIVE AND DIRECTOR COMPENSATION
Directors of the Company receive an annual retainer of $10,000. They are
also paid $600 per half day for each Board meeting and $125 per hour for each
committee meeting attended during the calendar year. The Directors of the
Company fill all officer positions of the Company without salary or any other
compensation. Directors are entitled to receive reimbursement for expenses
incurred in attending Board or committee meetings of the Company or when
otherwise acting on behalf of the Company.
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<PAGE>
None of the directors of the Company received compensation from the Company
exceeding $60,000 during the Company's 1997 fiscal year. The total compensation
of all directors in 1997 was $143,415 which includes $5,600 paid in 1997 but
attributable to Board or committee meetings attended in 1996 and 1996 retainer
fees.
CERTAIN TRANSACTIONS AND RELATIONSHIPS
Since 1967 the AICPA has sponsored the AICPA Professional Liability
Insurance Plan (the "AICPA Plan" or "Plan"). The initial business of the
Company's insurance subsidiary (the "Subsidiary") has been to act as a reinsurer
of professional liability insurance policies having effective dates on or after
April 1, 1988, which are issued by the primary insurer under the AICPA Plan.
The AICPA Plan Committee (the "Committee") evaluates the Plan periodically
in order to effect changes that the Committee believes will result in a stable
and competitively priced source of professional liability insurance coverage for
those accounting firms insured under the Plan. To this end, the Committee was
involved in the organization of the Company and the Subsidiary, including the
selection of the initial directors of the Company. However, the AICPA does not
direct the affairs of, it is not responsible for any obligations of, nor does it
receive any direct economic benefit from, either the Company or the Subsidiary.
Although the Subsidiary has entered into reinsurance agreements with the
primary insurer under the Plan and another reinsurer under the Plan, and intends
to cooperate with the AICPA in the provision, through such reinsurance
agreements and otherwise, of reinsurance capacity for the Plan, the Subsidiary
has no contractual right to long-term involvement in the Plan. Similarly, other
than as provided by the aforementioned reinsurance agreements, the Subsidiary is
not obligated to use its reinsurance capacity as part of the Plan and may, in
the discretion of its Board of Directors, provide reinsurance for accountants'
professional liability coverage in programs not sponsored by the AICPA.
ACCOUNTING INFORMATION
Johnson Lambert & Co. served as the Company's independent public accountant
for the fiscal year ended December 31, 1997. The Company does not anticipate
that a representative of Johnson Lambert & Co. will be present at the Annual
Meeting.
REPORT TO STOCKHOLDERS
The Company has mailed this Proxy Statement to each stockholder entitled to
vote at the Annual Meeting. A copy of the Company's 1997 Annual Report
accompanies this Proxy Statement. Included in the 1997 Annual Report are the
Company's consolidated financial statements for the fiscal year ended December
31, 1997 and other information about the Company contained in the Company's
Annual Report on Form 10-K, as filed with Securities and Exchange Commission.
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<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of the
Company's Common Stock, to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission. Officers,
directors and greater than ten percent stockholders are required by Securities
and Exchange Commission regulation to furnish the Company with copies of all
Section 16(a) forms they file.
To the best of the Company's knowledge, based solely on its review of the
copies of such forms received by it, or written representations from certain
reporting persons that no Section 16(a) forms were required for those persons,
all Section 16(a) filing requirements applicable to its officers, directors, and
greater than ten percent beneficial owners were complied with during the fiscal
year ended December 31, 1997.
FUTURE STOCKHOLDER PROPOSALS
In order to be considered for inclusion in the proxy statement for the 1999
Annual Meeting of Stockholders, stockholder proposals must be submitted to the
Company on or before December 11, 1998.
OTHER BUSINESS
As of the date hereof, the foregoing is the only business which management
intends to present, or is aware that others will present, at the meeting. If any
other proper business should be presented at the meeting, the proxies will be
voted in respect thereof in accordance with the discretion and judgment of the
person or persons voting the proxies.
By order of the Board of Directors
NORMAN C. BATCHELDER
Chairman of the Board
AmerInst Insurance Group, Inc.
YOUR VOTE IS IMPORTANT. PLEASE PROMPTLY COMPLETE AND SIGN THE ENCLOSED FORM OF
PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
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<PAGE>
PROXY PROXY
AMERINST INSURANCE GROUP, INC.
This Proxy is solicited on behalf of the Board of Directors
for the Annual Meeting of Stockholders to be held May 11, 1998.
Bruce W. Breitweiser and Norman C. Batchelder, or either of them, are
designated as proxies, with full power of substitution, to vote all the shares
of Common Stock of AmerInst Insurance Group, Inc. which the undersigned may be
entitled to vote at the Annual Meeting of Stockholders to be held on May 11,
1998, or at any adjournment thereof, as specified on the reverse side of this
card.
You may enter your vote on the reverse side of this card.
The Company's directors recommend a vote FOR the election of the nominees
listed. The proxies shall vote as specified, but if no choice is specified the
proxies shall vote in accordance with the recommendations of the Company's
directors. If other business is presented at said meeting, this proxy shall be
voted in accordance with the best judgment of the proxies on those matters.
YOUR VOTE IS IMPORTANT! PLEASE SIGN AND DATE THE REVERSE SIDE AND RETURN
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
(Continued and to be signed on reverse side.)
<PAGE>
AMERINST INSURANCE GROUP, INC.
Please mark vote in oval in the following manner using dark ink only.
1. Election of two directors:
Nominees: Jerome A. Harris and
David N. Thompson
FOR ALL WITHHOLD ALL
FOR ALL (Except Nominee written below).
____________________________________
2. With discretionary power in the transaction of such other business as may
properly come before the meeting.
SIGNATURE(S)_____________________________________________DATED_____________,
1998
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
