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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: February 18, 1998
PROFESSIONAL BENEFITS INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
Commission File Number 0-22344
Texas 74-2072535
(State or other jurisdiction of (I.R.S. employer
incorporation) identification number)
10835 Rockley Road, Houston, Texas 77099
(Address of principal executive offices, including ZIP code)
281/721-1800
(Registrant's telephone number, including area code)
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PROFESSIONAL BENEFITS INSURANCE COMPANY
FORM 8-K
Item 3 - BANKRUPTCY OR RECEIVERSHIP
On February 18, 1998, the Commissioner of Insurance of the
State of Texas issued an official order creating a state of
conservatorship and appointing a conservator over the affairs
and property of Professional Benefits Insurance Company. The
name of the conservator is Neal Rockhold and he was appointed
on the date of the order.
Item 7 - FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Confidential Order Creating State of
Conservatorship and Appointment of Conservator by Consent
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
PROFESSIONAL BENEFITS INSURANCE COMPANY
By: /s/ JERRY D. CAMPBELL
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Name: Jerry D. Campbell
---------------------------------
Title: Vice President
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Dated: March 4, 1998
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
99.1 Confidential Order Creating State of Conservatorship and
Appointment of Conservator by Consent
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EXHIBIT 99.1
[letterhead of Texas Department of Insurance]
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333 Guadalupe Street, P.O. Box 149104 Austin, Texas 78714-9104
512/463-6169
STATE OF TEXAS )
)
COUNTY OF TRAVIS )
The Commissioner of Insurance, as the chief administrative and executive
officer and custodian of records of the Texas Department of Insurance has
delegated to the undersigned the authority to certify the authenticity of
documents filed with or maintained by or within the custodial authority of the
Office of the Chief Clerk of the Texas Department of Insurance.
Therefore, I hereby certify that the attached documents are true and correct
copies of the documents described below and are filed with or maintained by or
within the custodial authority of the Office of the Chief Clerk of the Texas
Department of Insurance.
Official Order No. 98-0197 of the Commissioner of Insurance of the
State of Texas, dated 2/18/98 consisting of four (4) pages;
Subject considered:
PROFESSIONAL BENEFITS INSURANCE COMPANY
HOUSTON, TEXAS
CONFIDENTIAL ORDER CREATING STATE OF CONSERVATORSHIP AND
APPOINTMENT OF CONSERVATOR BY CONSENT
DOCKET NO. C-97-0871
IN TESTIMONY WHEREOF, witness my hand and seal of office at Austin, Texas, this
19th day of February A.D. 1998
ELTON BOMER
COMMISSIONER OF INSURANCE
By: /s/ Bernice Ross
-----------------------------------
Bernice Ross
Deputy Chief Clerk
Commissioner's Administration
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No. 98-0197
OFFICIAL ORDER
of the
COMMISSIONER OF INSURANCE
of the
STATE OF TEXAS
AUSTIN, TEXAS
Date: FEB 18 1998
Subject Considered:
PROFESSIONAL BENEFITS INSURANCE COMPANY
Houston, Texas
CONFIDENTIAL ORDER CREATING STATE OF CONSERVATORSHIP
AND APPOINTMENT OF CONSERVATOR
BY CONSENT
DOCKET NO. C-97-0871
General Remarks and official action taken:
On this day came on for consideration the business affairs and operations of
PROFESSIONAL BENEFITS INSURANCE COMPANY, Houston, Texas (hereinafter also
referred to as RESPONDENT), and the consent of RESPONDENT, as that term is
defined in Texas Insurance Code, Article 21.28-A, Section 2(d) for the
immediate appointment of a Conservator over the affairs of RESPONDENT.
The Commissioner of Insurance finds that RESPONDENT has requested and consented
to the appointment of a Conservator, that the request and consent are properly
made, and that a Conservator should be appointed over the affairs and property
of RESPONDENT. Under the provisions of Texas Insurance Code, Article 21.28-A,
it is ORDERED by the Commissioner of Insurance that RESPONDENT be placed in
conservatorship and that Neal Rockhold be appointed Conservator of RESPONDENT
and that the Conservator is directed to take charge of RESPONDENT and all the
property, books, records, and effects thereof (including, but not limited to,
bank accounts, securities, collections of accounts, rentals and other funds due
RESPONDENT, and the control of mail and post office boxes), and to conduct the
business thereof.
It is FURTHER ORDERED that the Conservator shall make a report to the
Commissioner of Insurance of the affairs of RESPONDENT as soon as he ascertains
them and shall thereafter make a report once each month during the pendency of
the conservatorship, and the Conservator
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COMMISSIONER'S ORDER
CONSENT TO CONSERVATORSHIP
PROFESSIONAL BENEFITS INSURANCE COMPANY
PAGE 2 OF 4 PAGES
shall take all necessary measures to preserve, protect and recover the assets
and property of RESPONDENT, including claims and causes of action belonging to
RESPONDENT, and to defend any suit or suits necessary or incident to the
preservation, protection or recovery of assets and property of RESPONDENT.
It is FURTHER ORDERED that the costs incident to the Conservator's service
rendered pursuant to this Order shall be fixed and determined by the
Commissioner of Insurance and shall be a charge against the assets and funds of
RESPONDENT to be allowed and paid as the Commissioner of Insurance may
determine.
It is ORDERED that this Order shall be binding on RESPONDENT, its agents,
servants, officers, directors, employees, accountants, and on those persons in
active concert or participation with them, or who receive actual or
constructive notice of this Order by personal service or otherwise.
It is FURTHER ORDERED that this Order and all hearings and orders, notices,
correspondence, reports, records, and other information in the possession of
the Texas Department of Insurance relating to the conservatorship of RESPONDENT
are confidential pursuant to the provision of TEX. INS. CODE ANN. art. 21.28-A
Section 3A. However, the Conservator is expressly authorized to disclose this
Order and the state of conservatorship to financial institutions as needed, to
obtain access to deposits and records of RESPONDENT, or to set up additional
accounts in the name of RESPONDENT, and to effectuate the terms of this order
and the provisions of TEX. INS. CODE ANN. art. 21.28-A. The Conservator is
further expressly authorized to disclose this Order and the state of
conservatorship to any department, agency or instrumentally of this or another
state or of the United States. The Conservator is further expressly authorized
to disclose this Order and the state of conservatorship to any potential
investors and reinsurers as necessary to effectuate the rehabilitation of
RESPONDENT or the conservation of RESPONDENT'S assets.
It is FURTHER ORDERED that a certified copy of this Order shall forthwith be
deposited with the United States Postal Service as certified mail, return
receipt requested, addressed to PROFESSIONAL BENEFITS INSURANCE COMPANY, 10835
Rockley Road, Houston, Texas 77099, such being the last and best known address
of RESPONDENT as shown by the records of the Texas Department of Insurance.
It is FURTHER ORDERED that the Conservator shall take charge of RESPONDENT as
above set out subject to such further orders and directions as the Commissioner
of Insurance deems proper and necessary.
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COMMISSIONER'S ORDER
CONSENT TO CONSERVATORSHIP
PROFESSIONAL BENEFITS INSURANCE COMPANY
PAGE 3 OF 4 PAGES
It is FURTHER ORDERED that the Conservator shall comply with all provisions of
the Texas Insurance Code relating to filings and reports for approval.
ELTON BOMER
COMMISSIONER OF INSURANCE
By: /s/ Kevin Brady
--------------------------------
KEVIN BRADY
DEPUTY COMMISSIONER
FINANCIAL PROGRAM
COMMISSIONER'S ORDERS
NOS. 94-0487, & 95-0799
Reviewed By:
/s/ Gene C. Jarmon
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Gene C. Jarmon, Staff Attorney
Legal & Compliance Division
Consented and Agreed to:
PROFESSIONAL BENEFITS INSURANCE COMPANY
By: /s/ Dr. James O. Henry, Jr.
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(Printed name) DR. JAMES O. HENRY, JR.
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Title: CHAIRMAN, BOARD OF DIRECTORS
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COMMISSIONER'S ORDER
CONSENT TO CONSERVATORSHIP
PROFESSIONAL BENEFITS INSURANCE COMPANY
PAGE 4 OF 4 PAGES
STATE OF TEXAS )
)
COUNTY OF DALLAS )
BEFORE ME, the undersigned notary public, personally appeared James
O. Henry, Jr., who being by me duly sworn, deposed as follows:
1. "My name is James O. Henry, Jr. I am of sound mind, capable of
making this statement, and am personally acquainted with the facts herein
stated.
2. I am Chairman of the Board of Directors of PROFESSIONAL BENEFITS
INSURANCE INURANCE COMPANY, which holds a Certificate of Authority to transact
the business of Insurance in the State of Texas. As an officer of PROFESSIONAL
BENEFITS INSURANCE INURANCE COMPANY, I am authorized to make this statement and
I agree to and execute this Consent Order on behalf of PROFESSIONAL BENEFITS
INSURANCE INURANCE COMPANY.
3. PROFESSIONAL BENEFITS INSURANCE INURANCE COMPANY agrees with and
consents to the issuance and service of the foregoing Consent Order to be
entered by the Texas Commissioner of Insurance."
/s/ Dr. James O. Henry, Jr.
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SWORN TO AND SUBSCRIBED before me the undersigned authority, by James
O. Henry, Jr., Chairman of the Board of Directors of PROFESSIONAL BENEFITS
INSURANCE COMPANY on this 13 day of February 1998.
/s/ Carmita L. Gordon
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Signature of Notary Public
9-8-2001
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