<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1996
Commission File Number 0-20995
EXSTAR FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 77-0321240
(State of Incorporation) (I.R.S. Employer ID No.)
2029 Village Lane, Solvang, California 93463-2275
(Address of principal executive offices) (Zip Code)
(805) 688-8013
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
(Title of Class)
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 No X
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. .
----
The aggregate market value of the registrant's voting stock held by
non-affiliates of the registrant, based upon the last reported sale price of
the registrant's Common Stock on July 17, 1996.*/
$1,257,600
The number of shares outstanding of the registrant's Common Stock, par
value $0.01, as of March 31, 1997.
5,497,500
*/ July 17, 1996 was the last day the Common Stock was traded on the Nasdaq
National Market before it was delisted on July 18, 1996.
<PAGE> 2
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 3. The following exhibits are filed with this Report or
incorporated by reference as set forth below.
<TABLE>
<CAPTION>
Exhibit
Number
----------
<S> <C>
*2.1 Plan and Agreement of Merger, executed on October 20, 1992.
*3.1 Restated Certificate of Incorporation of Registrant.
*3.2 Bylaws of Registrant.
*4.1 Specimen stock certificate representing the Common Stock.
*10.1 Exstar Financial Corporation 1992 Stock Incentive Plan.
*10.2 TCO Insurance Services 1992 Stock Incentive Plan, effective July 1, 1992.
*10.6 Master Agreement between TCO Insurance Services, Inc. and Registrant.
*10.7 Loan and Security Agreement, dated as of December 30, 1988, by and between Registrant,
Peter J. O'Shaughnessy and Boulevard Bank National Association.
*10.8 Agreement and Amendment of Loan and Security Agreement, Term Note and Related Loan
Documents, dated as of September 30, 1989, by and between Boulevard Bank National
Association, Registrant and Peter J. O'Shaughnessy.
*10.9 Second Amendment of Loan and Security Agreement and Waiver Agreement, dated as of
September 30, 1991, by and between Boulevard Bank National Association, Registrant and
Peter J. O'Shaughnessy.
*10.10 Letter Agreement, dated September 14, 1992, by and between Boulevard Bank National
Association, Registrant and Peter J. O'Shaughnessy, regarding restructuring of loans.
*10.11 Interests and Liabilities Contract to Property and Casualty Stop Loss Reinsurance
Agreement between United National Insurance Company, Diamond State Insurance Company,
and Hallmark Insurance Company, Inc., and Transco Syndicate #1 Ltd., The Erie Syndicate,
Inc., and IMI Insurance Company.
*10.12 Amendment, effective April 1, 1987, to Property and Casualty Stop Loss Reinsurance
Agreement between United National Insurance Company, Diamond State Insurance Company,
and Hallmark Insurance Company, Inc. and Transco Syndicate #1 Ltd., The Erie Syndicate,
Inc., and IMI Insurance Company.
*10.15 Excess of Loss Reinsurance Cover Note, effective January 1, 1992, issued by Carvill
America, Inc. to Alpine Insurance Company.
*10.16 Marine Excess of Loss Reinsurance Cover Notes, effective February 1, 1992, issued by
Intere Intermediaries, Inc. to Transco Syndicate #1 Ltd. and/or Alpine Insurance
Company.
*10.17 Stock Purchase Agreement, dated as of October 30, 1989, by and among Registrant and all
of the stockholders of The Erie Syndicate, Inc.
*10.18 Stock Purchase Agreement, dated as of December 28, 1989, by and among Jeffery W.
Beresford-Wood, Concord General Corporation, First Horizon Insurance Company, Peter J.
O'Shaughnessy, Registrant and Transco Syndicate #1 Ltd.
*10.19 Amendment No. 1, dated as of June 22, 1990, to the Stock Purchase Agreement dated as of
December 28, 1989, by and among Jeffery W. Beresford-Wood, Concord General Corporation,
First Horizon Insurance Company, Peter J. O'Shaughnessy, Registrant and Transco
Syndicate #1 Ltd.
*10.20 Amendment No. 2, dated as of December 3, 1990, to the Stock Purchase Agreement dated as
of December 28, 1989, by and among Jeffery W. Beresford-Wood, Concord General
Corporation, First Horizon Insurance Company, Peter J. O'Shaughnessy, Registrant and
Transco Syndicate #1 Ltd.
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
Exhibit
Number
-----------
<S> <C>
*10.21 Amendment No. 3, dated as of April 22, 1991, to the Stock Purchase Agreement dated as of
December 28, 1989, by and among Jeffery W. Beresford-Wood, Concord General Corporation,
First Horizon Insurance Company, Peter J. O'Shaughnessy, Registrant and Transco
Syndicate #1, Ltd.
*10.22 Letter Agreement, dated August 26, 1992, between Registrant and Concord General
Corporation, regarding certain transactions in connection with the Registrant's
Company's public offering.
*10.23 Tax Allocation Agreement, dated January 1, 1988, by and among Registrant and each of its
then affiliates.
*10.24 Supplemental Tax Agreement between Registrant and TCO Insurance Services, Inc.
**10.25 Endorsement No. 3 Commuting Casualty Excess of Loss Reinsurance Agreement, effective
January 1, 1991, issued by Alexander Reinsurance Intermediaries, Inc. to Transco
Syndicate #1 Ltd. and/or Alpine Insurance Company.
**10.26 Casualty Excess of Loss Cover Note, effective January 1, 1993, issued by Alexander
Reinsurance Intermediaries, Inc. to Transco Syndicate #1 Ltd. and/or Alpine Insurance
Company.
**10.27 Semi-Automatic Facultative Casualty Excess of Loss Cover Note, effective January 1,
1993, issued by Alexander Reinsurance Intermediaries, Inc. to Transco Syndicate #1
and/or Alpine Insurance Company.
**10.28 Casualty Excess of Loss Cover Note, effective January 1, 1991, issued by Alexander
Reinsurance Intermediaries, Inc. to Transco Syndicate #1 Ltd. and/or Alpine Insurance
Company.
**10.29 Automatic Facultative Casualty Excess of Loss Cover Note, effective January 1, 1991,
issued by Alexander Reinsurance Intermediaries, Inc. to Transco Syndicate #1 and/or
Alpine Insurance Company.
***10.30 Management and Underwriting Agency Agreement between Transco Syndicate #1, Ltd. and TCO
Insurance Services, Inc. dated June 29, 1993.
***10.31 Management Agreement between Alpine Insurance Company and TCO Insurance Services, Inc.
dated June 29, 1993.
***10.32 Servicing Agreement between TCO Insurance Services, Inc. and TCO Insurance Services
dated July 1, 1993.
***10.33 Servicing Agreement between TCO Insurance Services, Inc. and TCO Insurance Services
dated July 1, 1993.
****10.34 Management and Servicing Agreement between Alpine Insurance Company and TCO Insurance
Services, Inc. dated as of December 31, 1993.
****10.35 Agreement between Transco Syndicate #1 Ltd. and United National Insurance Company,
Diamond State Insurance Company and Hallmark Insurance Company, Inc. dated January 21,
1994.
****10.36 Commercial Real Property Lease by and between Transco Syndicate #1 Ltd. and TCO
Insurance Services dated January 1, 1994.
****10.37 Casualty Excess of Loss Cover Note, effective January 1, 1991, issued by Alexander
Reinsurance Intermediaries, Inc. to Transco Syndicate #1 Ltd. and/or Alpine Insurance
Company.
****10.38 Casualty Excess of Loss Cover Note, effective January 1, 1992, issued by Alexander
Reinsurance Intermediaries, Inc. to Transco Syndicate #1 Ltd. and/or Alpine Insurance
Company.
****10.39 Casualty Excess of Loss Cover Note, effective January 1, 1993, issued by Alexander
Reinsurance Intermediaries, Inc. to Transco Syndicate #1 Ltd. and/or Alpine Insurance
Company.
</TABLE>
<PAGE> 4
000
<TABLE>
<CAPTION>
Exhibit
Number
----------
<S> <C>
****10.40 Semi-Automatic Facultative Casualty Excess of Loss Agreement effective January 1, 1994,
issued by Alexander Reinsurance Intermediaries, Inc. to Transco Syndicate #1 Ltd. and/or
Alpine Insurance Company.
****10.41 Marine Excess of Loss Cover Notes, effective February 1, 1993, issued by Intere
Intermediaries, Inc. to Transco Syndicate #1 Ltd. and/or Alpine Insurance Company and/or
Affiliated Companies of TCO Insurance Services, Inc.
****10.42 Loan Agreement among TCO Insurance Services, Inc., TCO Insurance Services, Exstar
Financial Corporation, Transco Syndicate #1 Ltd. and Alpine Insurance Company dated as
of December 30, 1993.
****10.43 First Amended and Restated Loan Agreement among TCO Insurance Services, Inc., TCO
Insurance Services, Registrant, Transco Syndicate #1 Ltd. and Alpine Insurance Company
dated March 25, 1994.
****10.44 Guaranty of JBW & Co., Inc. to Registrant, Alpine Insurance Company and Transco
Syndicate #1 Ltd. dated December 30, 1993.
****10.45 Security Agreement between Registrant, Alpine Insurance Company and Transco Syndicate #1
Ltd. and JBW & Co., Inc. dated December 30, 1993.
****10.46 Guaranty of Jeffery W. Beresford-Wood to Registrant, Alpine Insurance Company and
Transco Syndicate #1 Ltd. dated December 30, 1993.
****10.47 Indemnification Agreement between Peter J. O'Shaughnessy, Jeffery W. Beresford-Wood and
JBW & Co., Inc. dated December 30, 1993.
****10.48 Revolving Credit Note in the amount of $1,494,380 issued by TCO Insurance Services, Inc.
to Registrant dated December 30, 1993.
****10.49 Revolving Credit Note in the amount of $5,005,620 issued by TCO Insurance Services, Inc.
to Transco Syndicate #1 Ltd. dated December 30, 1993.
****10.50 Secured Debt Conversion Agreement between Transco Syndicate #1 Ltd., Concord General
Corporation and JBW & Co., Inc. dated December 31, 1993.
****10.51 Exchange Agreement between Concord General Corporation and Transco Syndicate #1 Ltd.
dated March 25, 1994.
****10.52 Backup Pledge Agreement among TCO Insurance Services, Inc., Exstar Financial
Corporation, Transco Syndicate #1 Ltd. and Alpine Insurance Company dated as of
December 30, 1993.
*****10.53 Letter Agreement between Scudder, Stevens & Clark, Inc. and Exstar Financial Corporation
dated as of March 1, 1994.
******10.54 Revolving Credit Note in the amount of $1,400,000 issued by TCO Insurance Services, Inc.
to Alpine Insurance Company dated May 1, 1994.
******10.55 Reformed First Amended and Restated Loan Agreement effective December 30, 1993, by and
among TCO Insurance Services, Inc., TCO Insurance Services, Exstar Financial
Corporation, Transco Syndicate #1 Ltd., and Alpine Insurance Company dated June 30,
1994.
******10.56 Letter Agreement between Alpine Insurance Company and TCO Insurance Services, Inc. re:
Management and Servicing Agreement of December 31, 1993, Financial Investment Management
Fee dated July 1, 1994.
*******10.57 Lease of 311 South Wacker Drive, Suite 500, Chicago, Illinois, effective August 8, 1990,
between Wacker Drive Limited Partnership and TCO Insurance Services.
*******10.58 First Amendment to Lease, effective September 1, 1993, between Wacker Drive Limited
Partnership and TCO Insurance Services, Inc.
*******10.59 Executive Employment Agreement, effective September 1, 1994, between TCO Insurance
Services and Steven C. Shinn.
</TABLE>
<PAGE> 5
0
<TABLE>
<CAPTION>
Exhibit
Number
----------
<S> <C>
*******10.60 Multiple Advance Note of April 1, 1992, in the principal face amount of $4,500,000
between TCO Insurance Services, Inc. as beneficiary and Peter J. O'Shaughnessy as
debtor.
*******10.61 Revolving Credit Note in the amount of $1,400,000 issued by TCO Insurance Services, Inc.
to the Company dated December 4, 1994.
*******10.62 Revolving Credit Note in the amount of $1,500,000 issued by TCO Insurance Services, Inc.
to the Company dated December 21, 1994.
*******10.63 Casualty Quota Share Reinsurance Agreement, effective July 1, 1994, between Alpine
Insurance Company and Transco Syndicate #1 Ltd.
*******10.64 Casualty Excess of Loss Cover Note, effective January 1, 1994, issued by Carvill America
to Alpine Insurance Company.
*******10.65 Memorandum of Reinsurance, effective May 1, 1993, issued by Sedgwick Payne Co. to Alpine
Insurance Company.
*******10.66 Semi-Automatic Facultative Casualty Excess of Loss Cover Note, effective January 1,
1994, issued by Alexander Reinsurance Intermediaries, Inc. to Transco Syndicate #1 Ltd.
and/or Alpine Insurance Company.
*******10.67 Endorsement No. 2 to the Reinsurance Cover Note No. CH0323-94, effective September 30,
1994, issued by Alexander Reinsurance Intermediaries, Inc. to Transco Syndicate #1 Ltd.
and/or Alpine Insurance Company.
*******10.68 Semi-Automatic Facultative Casualty First Excess of Loss Cover Note, effective
October 1, 1994, issued by Alexander Reinsurance Intermediaries, Inc. to Transco
Syndicate #1 Ltd and/or Alpine Insurance Company.
*******10.69 Semi-Automatic Facultative Casualty Second Excess of Loss Cover Note, effective
October 1, 1994, issued by Alexander Reinsurance Intermediaries, Inc. to Transco
Syndicate #1 Ltd. and/or Alpine Insurance Company.
*******10.70 Letter of TCO Insurance Services, Inc. to Alpine Insurance Company of September 29,
1994, re: Management and Servicing Agreement of December 31, 1993, Financial Investment
Management Fee.
+10.71 Upper Layer Employers Excess Indemnity Cover Note No. 94-200 effective August 1, 1994,
issued by Combined Intermediaries of America, Inc. to Transco Syndicate, Inc. and Alpine
Insurance Company.
+10.72 Upper Layer Employers Excess Indemnity Cover Note No. 94-201 effective August 1, 1994,
issued by Combined Intermediaries of America, Inc. to Transco Syndicate, Inc. and Alpine
Insurance Company.
+10.73 Primary Employers Indemnity Cover Note No. 94-202 effective August 1, 1994, issued by
Combined Intermediaries of America, Inc. to Transco Syndicate, Inc. and Alpine Insurance
Company.
+10.74 Reinsurance Confirmation of Casualty Excess of Loss Reinsurance Agreement effective
May 1, 1995 between Alpine Insurance Company, TCO Insurance Services, Inc. and Trinity
MGA Insurance Services, Inc.
+10.75 Reinsurance Cover Note No. 95/0640/IL effective January 1, 1995 issued by Carvill
America to Alpine Insurance Company.
+10.76 Commutation Agreement and Release between Transco Syndicate #1, Ltd., Alpine Insurance
Company and ReCapital Reinsurance Corporation effective April 15, 1995.
+10.77 Secured Promissory Note dated December 31, 1995 by JBW & Co., Inc., Concord General
Corporation and Jeffery Beresford-Wood.
+10.78 Pledge Agreement dated December 31, 1995 by and between Transco Syndicate #1 Ltd. and
JBW & Co., Inc., Concord General Corporation and Jeffery W. Beresford-Wood.
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
Exhibit
Number
----------
<S> <C>
+10.79 First Excess of Loss Cover Note No. SF961000 effective January 1, 1996 issued by Intere
Intermediaries to Alpine Insurance Company and Transco Syndicate #1.
+10.80 Second Casualty Excess of Loss Cover Note No. SF961001 effective January 1, 1996 issued
by Intere Intermediaries to Alpine Insurance Company, Transco Syndicate #1.
+10.81 Endorsement No. 1 to Marine Account Excess of Loss Reinsurance Cover Note (Treaty No.
MA960269) issued by Minet Re North America to Transco Syndicate No. 1 and/or Alpine
Insurance Co. effective March 1, 1996.
+10.82 Endorsement No. 1 to Marine Account Excess of Loss Reinsurance Cover Note (Treaty No.
MA960270) issued by Minet Re North America to Transco Syndicate No. 1 and/or Alpine
Insurance Co. effective March 1, 1996.
+10.83 Endorsement No. 1 to Marine Account Excess of Loss Reinsurance Cover Note (Treaty No.
MA960406) issued by Minet Re North America to Transco Syndicate No. 1 and/or Alpine
Insurance Co. effective March 1, 1996.
+10.84 Endorsement No. 1 to Marine Account Excess of Loss Reinsurance Cover Note (Treaty No.
MA960475) issued by Minet Re North America to Transco Syndicate No. 1 and/or Alpine
Insurance Co. effective March 1, 1996.
+10.85 Endorsement No. 2 to Marine Excess of Loss Reinsurance Cover Note (Treaty No. MA962045)
issued by Minet Re North America, Inc. to Transco Syndicate No. 1 and/or Alpine
Insurance Co. effective March 1, 1996.
+10.86 Marine Excess of Loss Reinsurance Cover Note No. MA962045 issued by Minet Re North
America, Inc. to Transco Syndicate #1 Ltd. and/or Alpine Insurance Company effective
March 1, 1996.
+10.87 Marine Excess of Loss Reinsurance Cover Note No. MA960475 issued by Minet Re North
America, Inc. to Transco Syndicate #1 Ltd. and/or Alpine Insurance Company effective
March 1, 1996.
+10.88 Marine Excess of Loss Reinsurance Cover Note No. MA960406 issued by Minet Re North
America, Inc. to Transco Syndicate #1 Ltd. and/or Alpine Insurance Company effective
March 1, 1996.
+10.89 Marine Excess of Loss Reinsurance Cover Note No. MA960269 issued by Minet Re North
America, Inc. to Transco Syndicate #1 Ltd. and/or Alpine Insurance Company effective
March 1, 1996.
+10.90 Marine Excess of Loss Reinsurance Cover Note No. MA960270 issued by Minet Re North
America, Inc. to Transco Syndicate #1 Ltd. and/or Alpine Insurance Company effective
March 1, 1996.
+10.91 Casualty Quota Share Cover Note No. CH 0333-95 issued by Alexander Reinsurance
Intermediaries, Inc. to Transco Syndicate #1, Ltd, Alpine Insurance Company effective
April 1, 1995.
+10.92 Investment Advisory Agreement dated May 21, 1996 by and between Asset Allocation &
Management Company, L.L.C. and Alpine Insurance Company.
+10.93 Claim Service Agreement dated June 15, 1996 by and between Claims Control Corporation
and United Capitol Insurance Company.
+10.94 Termination Endorsement effective July 1, 1996 to Management and Servicing Agreement, as
amended and with an original effective date of December 31, 1993 between Alpine
Insurance Company and TCO Insurance Services, Inc.
+10.95 Termination Endorsement effective December 31, 1996 to Management and Servicing
Agreement, as amended and with an original effective date of July 1, 1993 between
Transco Syndicate #1, Ltd. and TCO Insurance Services, Inc.
+10.96 Lease dated September 18, 1996 by and between Transco Syndicate #1 Ltd. and Channel
Islands YMCA.
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
Exhibit
Number
<S> <C>
+10.97 Limited Agency Agreement by and between Olympic Underwriting Managers, Inc., Transre
Insurance Services and Exstar E&S Insurance Services effective June 24, 1996.
+10.98 Consulting Agreement between Alpine Insurance Company and Craig Rice dated October 10,
1996.
+10.99 Withdrawal Agreement effective December 31, 1996 between Illinois Insurance Exchange,
Illinois Insurance Exchange Immediate Access Security Association, Illinois Insurance
Exchange Guaranty Fund, Inc., Transco Syndicate #1 Ltd. and Alpine Insurance Company.
+10.100 Commutation Agreement and Release between Alpine Insurance Company and Transco Syndicate
#1 Ltd. effective December 31, 1996.
+10.101 Assignment and Assumption Agreement between Alpine Insurance Company and Transco
Syndicate #1 Ltd. dated December 31, 1996.
+10.102 Trust Agreement dated January 9, 1997 between Alpine Insurance Company and LaSalle
National Bank.
+10.103 Casualty Quota Share Slip between United Capitol Insurance Company and Alpine Insurance
Company dated March 27, 1997.
*******11.1 Computation of Earnings Per Share.
*******16.1 Letter re Change in Certifying Accountant, dated September 22, 1994, of Coopers &
Lybrand L.L.P., filed with the Securities and Exchange Commission as an exhibit to the
Company's Form 8-K, dated September 27, 1994.
27 Financial Data Schedule
</TABLE>
- ------------------
* Previously filed with the SEC as an Exhibit to the Company's
Registration Statement on Form S-1, as amended, File No. 33-54320
and incorporated herein by reference.
** Previously filed with the SEC as an Exhibit to the Company's
Annual Report on Form 10-K, for the fiscal year ended December 31,
1992.
*** Previously filed with the SEC as an Exhibit to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1993.
**** Previously filed with the SEC as an Exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993.
***** Previously filed with the SEC as an Exhibit to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1994.
****** Previously filed with the SEC as an Exhibit to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1994.
******* Previously filed with the SEC as an Exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1994.
+ Previously filed.
<PAGE> 8
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this amendment to this report
to be signed on its behalf by the undersigned, thereunto duly authorized, on
the 30th day of April, 1997.
EXSTAR FINANCIAL CORPORATION
By: /s/ Steven C. Shinn
-------------------------
Steven C. Shinn
President and a Director
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number
- --------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1,000
<DEBT-HELD-FOR-SALE> 38,800
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 1,531
<MORTGAGE> 5,133
<REAL-ESTATE> 11,139
<TOTAL-INVEST> 61,547
<CASH> 2,519
<RECOVER-REINSURE> 1,576
<DEFERRED-ACQUISITION> 307
<TOTAL-ASSETS> 108,154
<POLICY-LOSSES> 86,927
<UNEARNED-PREMIUMS> 1,365
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 1,588
0
0
<COMMON> 55
<OTHER-SE> 12,471
<TOTAL-LIABILITY-AND-EQUITY> 108,154
21,010
<INVESTMENT-INCOME> 4,030
<INVESTMENT-GAINS> (377)
<OTHER-INCOME> 142
<BENEFITS> 12,689
<UNDERWRITING-AMORTIZATION> 5,119
<UNDERWRITING-OTHER> 1,286
<INCOME-PRETAX> (1,776)
<INCOME-TAX> (1,715)
<INCOME-CONTINUING> 1,500
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,500
<EPS-PRIMARY> $0.27
<EPS-DILUTED> 0
<RESERVE-OPEN> 68,820
<PROVISION-CURRENT> 12,971
<PROVISION-PRIOR> (282)
<PAYMENTS-CURRENT> 1,842
<PAYMENTS-PRIOR> 26,661
<RESERVE-CLOSE> 53,006
<CUMULATIVE-DEFICIENCY> 282
</TABLE>
