<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
OMNI INSURANCE GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
OMNI INSURANCE GROUP, INC.
1000 PARKWOOD CIRCLE
ATLANTA, GEORGIA 30339
(770) 952-4500
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
May 13, 1997
TO THE STOCKHOLDERS OF
OMNI INSURANCE GROUP, INC.
Notice is hereby given that the Annual Meeting of Stockholders of Omni
Insurance Group, Inc. will be held at 1000 Parkwood Circle, Atlanta, Georgia on
May 13, 1997 at 11:00 a.m. local time, for the following purposes:
1. To elect six members of the Board of Directors, each to serve until the
next Annual Meeting of Stockholders;
2. To consider and act upon a proposal to ratify the appointment of
independent public accountants for the fiscal year ending December 31,
1997; and
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
Only stockholders of record at the close of business on March 28, 1997
are entitled to notice of and to vote at the Annual Meeting.
A PROXY FOR THE ANNUAL MEETING AND A PROXY STATEMENT ARE ENCLOSED
HEREWITH. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES. STOCKHOLDERS
WHO EXECUTE PROXIES MAY REVOKE SUCH PROXIES AT ANY TIME BEFORE THEY ARE VOTED.
By Order of the Board of Directors:
K. Renee' Weese
Secretary
April 11, 1997
<PAGE> 3
OMNI INSURANCE GROUP, INC.
1000 PARKWOOD CIRCLE
ATLANTA, GEORGIA 30339
(770) 952-4500
PROXY STATEMENT
For Annual Meeting of Stockholders to be held on May 13, 1997
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Omni Insurance Group, Inc. ("Company")
for use at its Annual Meeting of Stockholders on May 13, 1997 ("Annual Meeting")
and any adjournments thereof. Common Stock represented at the meeting by the
enclosed Proxy will be voted in accordance with any directions noted thereon. If
no directions are provided, proxies will be voted in accordance with the
recommendations of the Board of Directors, as set forth below. A stockholder
giving a proxy may revoke it before it is voted by (i) giving written notice of
such revocation to the Secretary of the Company or (ii) by executing a proxy
bearing a later date. Attendance at the meeting by a stockholder who has given a
proxy will not have the effect of revoking a proxy previously given unless the
stockholder gives such written notice of revocation to the Secretary before the
proxy is voted.
This Proxy Statement and the accompanying form of proxy were mailed on
or about April 11, 1997 to all stockholders of record as of the close of
business on March 28, 1997.
As of March 28, 1997, the Company had outstanding and entitled to vote
at the Annual Meeting 5,704,958 shares of Common Stock, $.01 par value ("Common
Stock"). Each share of Common Stock is entitled to one vote, and only holders of
record of shares of Common Stock as of the close of business on March 28, 1997
will be entitled to notice of and to vote at the meeting.
1
<PAGE> 4
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
To the best knowledge of the Company, based on information filed with
the Securities and Exchange Commission and the Company's stock records, the
following table sets forth, as of March 28, 1997, the number of shares of Common
Stock beneficially owned by each director, each nominee for director, the five
most highly compensated executive officers individually and all present
directors and executive officers of the Company as a group. The Company knows of
no person, other than those identified below, who owned more than five percent
of the outstanding shares of the Company's Common Stock as of March 28, 1997.
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned (1)(2)
-------------------------
Number of Shares Percent
Name and Address of Beneficial Owner of Common Stock of Class
- ------------------------------------ --------------- --------
<S> <C> <C>
Dudley L. Moore, Jr 2,951,460 (3) 51.7
1000 Parkwood Circle
Atlanta, Georgia 30339
J. Paul Kennedy 452,794 7.9
1000 Parkwood Circle
Atlanta, Georgia 30339
John E. Cay, III 44,900 *
25 Bull Street
Savannah, Georgia 31402
Don L. Chapman 9,200 *
2652 South Main Street
Kennesaw, Georgia 30144
John W. Rooker 1,200 *
4920 North Royal Atlanta Drive
Tucker, Georgia 30084
S. Stephen Selig, III 1,200 *
1100 Spring Street, N.W., Suite 550
Atlanta, Georgia 30309-2848
Carl J. Leo 5,341 *
1000 Parkwood Circle
Atlanta, Georgia 30339
Lowell E. Sims 17,906 *
1000 Parkwood Circle
Atlanta, Georgia 30339
Lawrence J. Korth 12,754 *
1000 Parkwood Circle
Atlanta, Georgia 30339
All Directors and Executive
Officers as a Group
(13 persons) 3,568,535 62.6
</TABLE>
- --------------------------
* Less than one percent
2
<PAGE> 5
(1) Except as otherwise indicated in the footnotes set forth below, the
persons named in the table, to the Company's knowledge, have sole
voting and investment power with respect to all shares of Common Stock
shown as being beneficially owned by them. The numbers shown include
shares which are not presently outstanding but which certain
stockholders are entitled to acquire or will be entitled to acquire
within sixty (60) days. Such shares are deemed to be outstanding for
the purpose of computing the percentage of outstanding Common Stock
owned by the particular stockholder and by the group, but are not
deemed to be outstanding for the purpose of computing the percentage of
ownership of any other person.
(2) The number of shares beneficially owned by the following persons
includes shares which are not presently outstanding, but which may be
acquired upon the exercise of stock options granted under the Company's
stock option plans: John E. Cay, III, Don L. Chapman, John W. Rooker,
and S. Stephen Selig, III, 1,200 each for a total of 4,800; Carl J.
Leo, 1,000; Lowell E. Sims, 12,200 shares; Lawrence J. Korth, 12,125
shares; all directors and officers as a group, 78,750 shares.
(3) Includes 100 shares held by a trust of which Mr. Moore is the trustee
but not a beneficiary. Mr. Moore disclaims beneficial ownership of
these shares.
ELECTION OF DIRECTORS
PROXIES IN THE ACCOMPANYING FORM WILL BE VOTED AT THE MEETING IN FAVOR
OF THE ELECTION AS DIRECTORS OF THE NOMINEES NAMED BELOW, UNLESS AUTHORITY TO DO
SO IS SPECIFICALLY WITHHELD.
Pursuant to the Company's By-laws, each member of the Board of
Directors is elected to serve a term of one year or until his successor is
elected. At each Annual Meeting of Stockholders, successors to directors whose
terms expire at the meeting shall be elected for one-year terms. Six (6)
directors are to be elected at the Annual Meeting of Stockholders, each to hold
office for a term of one year expiring at the 1998 Annual Meeting of
Stockholders, or until his successor shall have been elected. The Board of
Directors has no reason to believe that any of the nominees named below will be
unwilling to serve as a director if elected, but if some unexpected occurrence
should, in the judgment of the Board of Directors, make necessary a substitution
of another person for any nominee, the shares represented by proxies will be
voted for such other person or persons as the Board of Directors may select.
Certain information is set forth below concerning each nominee for director.
Each of the nominees is presently a director of the Company.
NOMINEES FOR ELECTION AS DIRECTOR
<TABLE>
<CAPTION>
Positions with the Company and
Name of Nominee Age Principal Occupation for Past Five Years
- --------------- --- ----------------------------------------
<S> <C> <C>
Dudley L. Moore, Jr. 60 Dudley L. Moore, Jr. has been the Chairman of the Board, Chief
Executive Officer and a Director of the Company since its founding in
1986. From 1957 to 1985, Mr. Moore was employed by Moore Group,
Inc., an insurance holding company specializing in nonstandard
automobile insurance, and became President in 1971. Mr. Moore was
Chairman of American Agency Life Insurance Company from 1975 until
1979.
J. Paul Kennedy 48 J. Paul Kennedy has been the President, Chief Operating Officer and a
Director of the Company since its founding in 1986. From 1979 to 1986,
Mr. Kennedy was employed by Moore Group, Inc., first as Vice President
of Marketing and later as Senior Vice President with responsibilities for
marketing, pricing, branch office operations and underwriting.
</TABLE>
3
<PAGE> 6
<TABLE>
<S> <C> <C>
John E. Cay, III (1) 52 John E. Cay, III has been a Director of the Company since June 1993.
Mr. Cay has been the President of Palmer & Cay, Inc., a regional
insurance brokerage and employee benefit consulting company, since
1972. Mr. Cay also serves as a Director for First Union National Bank of
Georgia and First Union National Bank of Savannah.
Don L. Chapman (1)(2) 57 Don L. Chapman has been a Director of the Company since June 1993.
Mr. Chapman has served as the President and sole owner of Tug
Manufacturing Corporation, an airline ground support equipment
manufacturer, since 1977. Mr. Chapman has also served as Chairman of
the Board of Catalina Industries, Inc., a commercial aluminum extrusion
window company, since August 1995. In addition, Mr. Chapman is a
Director of Longhorn Steaks, Inc. and ValuJet Airlines, Inc.
John W. Rooker (1) 58 John W. Rooker has been a Director of the Company since June 1993.
Mr. Rooker has served as Chairman of the Board of John W. Rooker &
Associates, Inc., an industrial real estate development and construction
firm, since 1978. Mr. Rooker has also served as Chairman of the Board
of Southern Bonded Warehouse Company, a public warehousing and
distribution company, since 1960.
S. Stephen Selig, III (2) 54 S. Stephen Selig, III has been a Director of the Company since June 1993.
Mr. Selig has been the President and Chairman of the Board since 1981
of Selig Enterprises, Inc., a privately owned real estate holding company
specializing in commercial and industrial real estate. Mr. Selig has also
served as Chairman of the Board of AAA Parking, Inc. since 1986 and
Chairman of the Board of Southern Promotions, Inc. since 1981. Mr.
Selig serves as a Director of Wachovia National Bank of Georgia, N.A.
</TABLE>
- --------------------------
(1) Member of the Compensation Committee of the Board of Directors.
(2) Member of the Audit Committee of the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION, AS
DIRECTOR, OF EACH OF THE SIX NOMINEES LISTED ABOVE.
4
<PAGE> 7
BOARD OF DIRECTORS AND COMMITTEES
BOARD MEETINGS AND ATTENDANCE OF DIRECTORS
The Board of Directors held six meetings in 1996. All directors
attended all of the meetings of the Board of Directors and the committees of the
Board of Directors of which they were members except that Mr. Cay missed one
Board meeting and Mr. Selig missed two board meetings and a committee meeting.
DIRECTORS' COMPENSATION
Directors of the Company (except Directors who are also employees)
receive a fee of $500 for each board or committee meeting attended.
COMMITTEES OF THE BOARD OF DIRECTORS
Since June 1993, the Board of Directors has had a Compensation
Committee, an Audit Committee and committees to administer the Company's
Nonqualified Stock Option Plan and Nonemployee Director Nonqualified Stock
Option Plan. The Company does not have a nominating committee.
Compensation Committee. The members of the Compensation Committee are
Messrs. Cay, Chapman and Rooker. This Committee, which held one meeting in 1996,
is responsible for approving or recommending to the Board all salaries and
bonuses for officers of the Company, and it initiates or reviews all significant
changes in compensation arrangements for Company employees. The Compensation
Committee also administers the Company's Incentive Stock Option Plan.
Audit Committee. The members of the Audit Committee are Messrs. Chapman
and Selig. Mr. Brown also served as a member of this committee until March 1997.
This Committee, which held one meeting in 1996, reviews internal audit activity,
recommends to the Board the engagement of independent auditors, and reviews the
professional services to be rendered by the independent auditors, the scope of
their audit, their fees and the results of their engagement.
Stock Option Committees. The stock option committees administer the
Company's stock option plans, except for the Incentive Stock Option Plan which
is administered by the Compensation Committee. The members of the Nonqualified
Stock Option Plan Committee are Messrs. Cay and Rooker. The members of the
Nonemployee Director Nonqualified Stock Option Plan Committee are Messrs. Moore
and Kennedy.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee")
is composed of John E. Cay, III, Don L. Chapman and John W. Rooker. Decisions on
compensation of the Company's executives generally are made by the Committee and
are reviewed by the full Board, except for decisions about awards under the
Company's Nonqualified Stock Option Plan and Nonemployee Director Nonqualified
Stock Option Plan, which are made solely by an independent committee in order to
satisfy Rule 16b-3 under the Securities Exchange Act of 1934. Set forth below is
a report submitted by the Compensation Committee addressing the Company's
compensation policies for 1996 as they affected Dudley L. Moore, Jr., the
Company's Chairman of the Board and Chief Executive Officer; J. Paul Kennedy,
the Company's President and Chief Operating Officer; Lawrence J. Korth, the
Company's Senior Vice President - Sales and Marketing; Carl J. Leo, the
Company's Senior Vice President - Actuarial; David S. Peters, the Company's
Senior Vice President - Customer Service and Human Resources; Susan H. Scalf,
the Company's Senior Vice President Finance, Legal and Regulatory Services and
Treasurer; Lowell E. Sims, the Company's Senior Vice President - Data Processing
and Administrative Services; Mary E. Skeeles, the Company's Senior Vice
President - Claims; and K. Renee' Weese, the Company's Senior Vice President -
Product Management and Secretary (collectively, the "Named Officers"), the
Company's most highly compensated executives and other key executives of the
Company.
The Committee is comprised of three outside Directors (who have never
served as officers of the Company) . These committee members administer the
compensation of the Company's executive officers.
5
<PAGE> 8
COMPENSATION PHILOSOPHY
The Committee has devised and implemented a compensation program for
executive officers which seeks to enhance the value of the Company by closely
aligning the financial interests of the Company's senior managers with the
interests of the Company's stockholders. This program is designed to motivate
these officers to perform to their fullest potential over both the short and
long term. This executive compensation package has also been structured in an
effort to retain these key executives.
The Company's compensation program is divided into three components -
base salaries, bonuses and stock options. The base salary compensates the
executive for performing the daily duties necessary for the successful operation
of the Company; the bonus rewards the executive for meeting growth and
profitability objectives; the stock options align the executive's long range
interest with those of the stockholders.
The Committee takes into account various qualitative and quantitative
indicators of corporate and individual performance in determining the level and
composition of compensation for its executive officers. The Committee considers
such corporate performance measures as net income, earnings per share, return on
equity and return on average total assets. The Committee also recognizes
qualitative factors, such as successful supervision of major corporate projects
and demonstrated leadership ability. Additionally, the Committee evaluates the
total compensation of its executives in light of information regarding the
compensation practices and corporate financial performance of its peers. Base
salaries for the executive officers are established at levels considered
appropriate in light of the duties and scope of responsibilities of each
officer's position. Salaries are reviewed periodically and adjusted as warranted
to reflect sustained individual officer performance.
Stock options were granted to the executive officers, other than the
Chief Executive Officer and the Chief Operating Officer, when the Company
undertook its initial public offering on July 29, 1993. An additional award was
made to the Named Officers in February 1997. Future stock option awards may be
granted by the Committee based upon the results of the Company and industry
practice. The Committee has the authority to determine additional employees to
whom stock options should be granted, the terms at which the option grants are
made and the number of shares subject to each option. The objective of stock
options is to align the executive officers' long range interests with those of
the stockholders' and to allow the executive officers to build a meaningful
ownership position in the Company. The Company does not currently have specific
target levels of stock ownership for its executive officers.
Executive officers may also participate in the Company's 401(k)
Retirement Plan which includes Company contributions to the plan. In addition,
other benefit plans generally available to all levels of employees are also
available to the executive officer group of the Company.
CHIEF EXECUTIVE OFFICER ("CEO")
The Committee determined the CEO's compensation for the year based on a
number of factors and criteria such as the salaries paid to other Chief
Executive Officers of similar public companies and the overall results of the
Company as well as the CEO's expected future contributions to the success of the
Company.
STOCK OPTION PLAN COMMITTEE
The members of the Compensation Committee constitute the Company's
Incentive Stock Option Plan Committee. This committee is responsible for grants
of incentive stock options under the Company's Incentive Stock Option Plan.
Messrs. Cay and Rooker, directors who are not employees of the Company,
constitute the Company's Nonqualified Stock Option Plan Committee, which is
responsible for grants to employees (including employees who may be directors or
executive officers) under the Company's Nonqualified Stock Option Plan. Messrs.
Moore and Kennedy, directors who are also employees of the Company, constitute
the Company's Nonemployee Director Nonqualified Stock Option Plan Committee,
which is responsible for grants to nonemployee directors under the Company's
Nonemployee Director Nonqualified Stock Option Plan. The work and objectives of
these committees are coordinated closely with that of the Compensation
Committee. During each fiscal year, the Compensation Committee (with respect to
the Incentive Stock Option Plan) and the other stock option committees consider
the desirability of granting awards under the plans, with the objective of
building profitability and stockholder value.
6
<PAGE> 9
Each year the Company's Board of Directors reviews the recommendations
of the Compensation Committee. In 1996, the Committee's recommendations were
adopted and implemented without change.
Compensation Committee:
John W. Rooker, Chairman
John E. Cay, III
Don L. Chapman
PERFORMANCE GRAPH
Set forth below is a graph comparing the cumulative total stockholder
return on the Company's Common Stock with the cumulative return of companies in
The Nasdaq Stock Market Index and The Nasdaq Stock Market Insurance Index. The
graph compares the price performance of $100 if invested in the Company's Common
Stock with the price performance of $100 if invested in each of the two indices
for the period commencing July 30, 1993 (the first month ending after the Common
Stock began publicly trading) and ending December 31, 1996. The Company's Common
Stock began trading publicly on July 29, 1993.
<TABLE>
<CAPTION>
7/93 12/93 12/94 12/95 12/96
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Omni Insurance Group, Inc. $100 $112 $ 39 $ 57 $ 64
Nasdaq Stock Market Index $100 $109 $107 $152 $187
Nasdaq Insurance Index $100 $ 99 $ 93 $132 $151
- --------------------------------------------------------------------------------
</TABLE>
* Initial public offering completed in July 1993
7
<PAGE> 10
COMPENSATION
The following table sets forth the compensation for fiscal years 1996,
1995 and 1994 paid by the Company to its Chief Executive Officer and its four
most highly compensated executive officers (other than the Chief Executive
Officer):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
------------------- -------------------
Securities Underlying All Other
Name and Principal Position Year Salary Bonus (1) Options/SARs(#) Compensation (2)
- --------------------------- ---- ------- --------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
Dudley L. Moore, Jr 1996 $209,200 $209,200 -- $439,370
Chairman of the Board 1995 200,455 -- -- 439,240
and Chief Executive 1994 200,102 -- -- 3,234
Officer
J. Paul Kennedy 1996 209,200 209,200 -- 24,590
President and Chief 1995 200,563 150,000 -- 24,460
Operating Officer 1994 200,210 -- -- 23,074
Carl J. Leo (3) 1996 105,000 50,925 -- --
Senior Vice President - 1995 42,008 12,000 5,000 --
Actuarial 1994 -- -- -- --
Lowell E. Sims 1996 100,000 47,000 -- 19,340
Senior Vice President - 1995 96,210 30,000 -- 19,220
Data Processing and 1994 92,101 -- -- 18,272
Administrative Services
Lawrence J. Korth 1996 94,000 45,590 -- 17,230
Senior Vice President - 1995 88,287 30,000 -- 17,082
Sales and Marketing 1994 84,710 -- -- 16,378
</TABLE>
(1) Includes amounts paid pursuant to the Company's General Bonus Plan. For
purposes of this table, bonuses are deemed to have been paid during the
year in which reserves were established. Actual payment occurred during
the first quarter of the following year.
(2) "All Other Compensation" consists of Company matching contributions
under the Company's Retirement Plan and Company payments toward
split-dollar life insurance policies (includes Dudley L. Moore, Jr. for
1996 and 1995 only).
(3) Mr. Leo was employed as Senior Vice President - Actuarial effective
August 1, 1995.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the last fiscal year, Messrs. Moore and Kennedy, both executive
officers of the Company, participated in deliberations with the Company's Board
of Directors concerning executive officer compensation. In June 1993, the Board
of Directors established a Compensation Committee. See "Board of Directors and
Committees - Committees of the Board of Directors" above.
8
<PAGE> 11
EMPLOYMENT AGREEMENT
J. Paul Kennedy, President and a Director of the Company, is a party to
an employment agreement with the Company, which was entered into in 1986 for an
initial term of one year and continuing thereafter on an automatic renewing
basis for periods of six months, unless terminated sooner in accordance with the
provisions of the agreement. The agreement, as amended, provides for an annual
base salary of not less than $200,000. The agreement contains certain
restrictive covenants and non-competition covenants pursuant to which Mr.
Kennedy agrees: for a period of two years after termination of employment not to
disclose any confidential information concerning the Company; for a period of
six months after termination of employment not to engage in any type of
competitive business; and, for a period of eighteen months after termination of
employment, not to solicit or accept customers, insurance agents or brokers, or
employees with whom Mr. Kennedy dealt during his employment with the Company.
RETIREMENT PLAN
All of the Company's employees, 21 years of age or older, with at least
one year of service are eligible to participate in the Omni Insurance Group
401(k) Retirement Plan (the "Retirement Plan"). The Retirement Plan is a defined
contribution plan (within the meaning of the Employee Retirement Income Security
Act of 1974, as amended) and is a qualified plan under Section 401(a) and 401(k)
of the Internal Revenue Code of 1986, as amended (the "Code").
Under the Retirement Plan, each participant is eligible to enter into a
written salary reduction agreement with the Company whereby the participant's
salary will be reduced up to 15%, as elected by the participant, in accordance
with the rules under Section 401(k) of the Code. This amount is considered
deferred. The amount so deferred by a participant is contributed by the Company
to the trust fund for the Retirement Plan and is invested in accordance with the
election of the participant from among investment funds established under the
trust agreement.
Each participant who authorizes salary reduction contributions during a
particular year is also credited annually with his or her allocable share of
employer matching contributions made to the Retirement Plan. While a participant
is always vested in his or her own salary reduction contributions, the rights of
a participant to amounts credited to his or her account as matching
contributions vest in equal increments over a five year period beginning in the
third year of service.
Generally, upon retirement or other termination of employment, vested
benefits are disbursed in a single lump sum to the participant. In certain
circumstances, a participant may elect to have benefits paid in installments
over a period of time. The amounts payable to a participant will be determined
by the amount credited to his or her bookkeeping account in the trust fund,
including his or her allocable share of trust fund earnings or losses.
GENERAL BONUS PLAN
Bonuses are determined at the discretion of the Compensation Committee
based on the Company's operating results and other factors to be determined by
the Compensation Committee. Beginning in 1996, 80% of the bonus amount is paid
in cash, 20% is paid in restricted stock, with one-third vesting immediately and
the remaining two-thirds vesting ratably over the next two years. All of the
Named Officers participate in the plan.
EXECUTIVE SPLIT-DOLLAR INSURANCE PLAN
The Board of Directors of the Company adopted an Executive Split-Dollar
Insurance Plan (the "Insurance Plan") in June 1993. The purpose of the Insurance
Plan is to promote the continued employment of certain valuable employees of the
Company. Under the Insurance Plan, the Company may designate employees eligible
to participate and shall, upon such designation, specify the initial face
amounts of a life insurance policy insuring the life of such employees. In
addition, at the time of designation, the Company will determine the amount of
premium (if any) which the designated employee will be required to contribute
with respect to his or her policy. Under the terms of the Insurance Plan, each
employee participant pays each year a portion (or none) of the premium then due
on the policy held for his or her benefit. The Company then pays the portion of
any premium due which is in excess of the amount, if any, payable by the
employee participant. Each employee participant is entitled to designate a
beneficiary under his or her policy. Under the terms of the Insurance Plan, the
employee participant will be the owner of the policy, and the Company will
advance funds for the payment of premiums. In the event an employee participant
terminates
9
<PAGE> 12
employment before normal retirement or dies before retirement, the Company is
entitled to be reimbursed for the full amount of premiums which it has advanced
under the Insurance Plan on behalf of the employee participant. If an employee
participant remains employed until normal retirement or dies while still
employed by the Company after normal retirement age (currently 65), the
Company's right to be reimbursed for premiums advanced will lapse and the
participant (or the estate or personal representative of the participant) will
own the entire policy free and clear of any claim of the Company. The Insurance
Plan may be terminated by the Company, without the consent of the employee
participants, by giving notice of termination in writing to all affected
employees.
Each of the officers named in the Summary Compensation Table, except
Dudley L. Moore, Jr., and Carl J. Leo is a participant in the Insurance Plan.
With respect to Mr. Moore, the Company entered into a Split Dollar Insurance
Agreement ("Agreement") in July 1995 with a trustee ("Trustee") of a trust
established for the benefit of Mr. Moore's family pursuant to the terms of which
the Trustee has acquired life insurance insuring the life of Mr. Moore. The
Company is obligated to pay all or a portion of the premium on such life
insurance, as agreed to from time to time by the Trustee and the Company. The
life insurance policy belongs to the Trustee, but upon Mr. Moore's death or
termination of the Agreement, the Trustee is obligated to reimburse the Company
for the total amount of payments advanced by the Company for the payment of
premiums. The Agreement may be terminated by either the Trustee or the Company
by providing written notice to the other party to the Agreement.
OPTION GRANTS, EXERCISES AND FISCAL YEAR END VALUES
No options were granted during the fiscal year ended December 31, 1996
to the officers named below and none of such officers exercised any stock
options during the fiscal year ended December 31, 1996. Set forth below is
information with respect to the unexercised options previously granted to
purchase Common Stock of the Company.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options/SARs
Options/SARs at FY-End at FY-End
(#) ($)
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Dudley L. Moore, Jr. -- --
J. Paul Kennedy -- --
Carl J. Leo 1,000 / 4,000 $3,000 / $12,000
Lowell E. Sims 12,200 / 8,000 0 / 0
Lawrence J. Korth 12,125 / 8,000 0 / 0
</TABLE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, certain officers and persons who own more than 10% of the
outstanding Common Stock of the Company to file with the Securities and Exchange
Commission reports of changes in ownership of the Common Stock of the Company
held by such persons. Officers, directors and greater than 10% stockholders are
also required to furnish the Company with copies of all forms they file under
this regulation.
Based solely on the Company's review of the copies of such reports or
upon written representations obtained from certain reporting persons, the
Company believes that during 1996 all Section 16(a) filing requirements
applicable to its officers, directors and greater-than-ten-percent stockholders
were complied with.
10
<PAGE> 13
CERTAIN TRANSACTIONS
Palmer & Cay, Inc. from time to time represents the Company in
satisfying certain of the Company's own insurance needs. The Company does not
pay any fees to Palmer & Cay, Inc. for these services. The Company has no
knowledge regarding the amount of fees or commissions received by Palmer & Cay,
Inc. from the insurers with which the Company's business is placed. From time to
time Palmer & Cay, Inc. may also represent the Company on the same basis as any
other independent insurance agency. Mr. John E. Cay, III is President of Palmer
& Cay, Inc. and a Director of the Company. In the opinion of management, such
transactions made under terms that are no less favorable to the Company than
those that could have been obtained from unaffiliated third parties.
RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
Subject to ratification by the stockholders at the Annual Meeting, the
Board of Directors has appointed KPMG Peat Marwick LLP to serve as the
independent public accountants for the Company for its fiscal year ending
December 31, 1997. KPMG Peat Marwick LLP has served the Company as its
independent public accounting firm since 1988. Representatives of KPMG Peat
Marwick LLP are expected to be present at the Annual Meeting, will have the
opportunity to make a statement, if they desire to do so, and will be available
to respond to appropriate questions.
The affirmative vote of the majority of the votes cast by the holders
of the Company's Common Stock on this proposal shall constitute ratification of
the appointment of KPMG Peat Marwick LLP.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF KPMG PEAT MARWICK LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE FISCAL YEAR 1997.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors knows of
no matters which will be presented for consideration at the Annual Meeting other
than the proposals set forth in this Proxy Statement. If any other matters
properly come before the Annual Meeting, it is intended that the persons named
in the proxy will act in respect thereof in accordance with their best judgment.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1998 Annual
Meeting of Stockholders must be received by the Company no later than December
12, 1997, and proposals must meet certain eligibility requirements established
by the Securities and Exchange Commission. Proposals may be mailed to the
Company, to the attention of the Secretary, Omni Insurance Group, Inc., 1000
Parkwood Circle, Atlanta, Georgia 30339.
SOLICITATION OF PROXIES AND COST THEREOF
The cost of solicitation and distribution will be borne by the Company.
The Company has retained Corporate Communications, Inc. of Nashville, Tennessee,
as its investor relations advisor. A portion of their fee will cover
solicitation of proxies, which will be undertaken by mail, telephone, telegraph
and personal contact and which may include solicitation by officers and
employees of the Company.
11
<PAGE> 14
ANNUAL REPORT
Stockholders may obtain a copy of the Company's Annual Report on Form
10-K as filed with the Securities and Exchange Commission without charge by
writing to: Secretary, Omni Insurance Group, Inc., 1000 Parkwood Circle,
Atlanta, Georgia 30339.
By Order of the Board of Directors:
K. Renee' Weese
Secretary
April 11, 1997
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<PAGE> 15
APPENDIX
PROXY
OMNI INSURANCE GROUP, INC.
This proxy is solicited on behalf of the Board of Directors of Omni
Insurance Group, Inc. The undersigned hereby appoints Dudley L. Moore, Jr. and
J. Paul Kennedy as proxies, with the power to appoint a substitute, and hereby
authorizes Dudley L. Moore, Jr. and J. Paul Kennedy to represent and vote, as
designated below, all of the shares of Common Stock of Omni Insurance Group,
Inc. held of record by the undersigned on March 28, 1997 at the Annual Meeting
of Stockholders to be held on May 13, 1997 and at any adjournments thereof.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS [ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as indicated to to vote for all
the contrary below) nominees listed below
</TABLE>
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME ON THE FOLLOWING LIST:
<TABLE>
<S> <C>
Dudley L. Moore, Jr. J. Paul Kennedy
Don L. Chapman John E. Cay, III
S. Stephen Selig, III John W. Rooker
</TABLE>
2. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG PEAT MARWICK LLP as the
independent public accountants of the Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the meeting or any adjournments thereof.
This proxy, when properly executed, will be
voted in the manner directed herein by the
undersigned stockholder. IF NO DIRECTIONS ARE
PROVIDED, THE PROXY WILL BE VOTED FOR THE
ELECTION OF ALL NOMINEES FOR DIRECTOR AND IN
FAVOR OF THE PROPOSAL TO RATIFY KPMG PEAT
MARWICK LLP TO SERVE AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS.
Please sign exactly as your
name appears at left.
When shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or
guardian, please give full
title as such. If a
corporation, please sign in
full corporate name by
president or other authorized
officer. If a partnership,
please sign in partnership name
by authorized person.
Dated: , 1997
-------------------
Signature
-------------------------------
Signature
-------------------------------
Additional Signature (if held
jointly)
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
