SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission file number
DECEMBER 31, 1996 0-23178
EQUISURE, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1309882
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
701 FOURTH AVENUE SOUTH, MINNEAPOLIS, MN 55415
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(612) 337-9507
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Common Stock, $.001 par value - American Stock
Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes _X_ No___
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained herein, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB [__].
Registrant's revenues for fiscal year ended December 31, 1996:
$13,265,274
Aggregate market value of voting stock held by non-affiliates of
registrant as of April 10, 1997: Approximately $62,000,000.
Number of shares outstanding as of March 1, 1997: 11,151,666 shares of
Common Stock, $.001 par value.
Registrant had planned to incorporate by reference from its Definitive
Proxy Statement for the 1997 Annual Meeting of Shareholders, information
responsive to Items 9, 10, 11 and 12 of Part III to this Annual Report. Since
the Proxy Statement will not be filed within 120 days of December 31, 1996, this
Amendment, which includes responses to those items, is being filed.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
DIRECTORS AND OFFICERS
The directors and executive officers of the Company are as follows:
Name Age Director Since Position
- ---- --- -------------- --------
Barrie Harding 48 1996 President, Chief Executive
Officer and a Director
Peter G. Uttley 65 1996 Chairman and a Director
David J. Sachman 46 1996 Chief Financial Officer and
a Director
Professor Gerda Elsen 38 1996 Technical Officer, Actuary
and a Director
Peter Balchin 39 1997 Director
Albert Delpy 54 1997 Director
Barrie Harding, has served as President, Chief Executive Officer and a
Director since May 10, 1996. Mr. Harding has been in the insurance and
reinsurance industry since 1965. From 1989 to 1993 Mr. Harding was Managing
Director of Hull & Co. (UK) Limited, an insurance broking house. From 1994 to
1995, Mr. Harding was a director with Lloyd Brokers, Hogg Insurance Brokers
Limited. In 1995 Mr. Harding formed Harding Associates, which performed
insurance consulting services for various insurance companies. In 1996 Mr.
Harding became a Director of Equihot Herverzekering N.V. and Equihot Verzekering
N.V.
Peter G. Uttley has served as Chairman of the Board and a Director
since May 10, 1996. Mr. Uttley has been in the insurance business since 1959 and
is a Fellow of the Insurance Institute of Canada. Over many years, Mr. Uttley
has held senior directorships in both the United Kingdom and Canada. From 1990
to 1993 Mr. Uttley was a Director of Underwriter's Advisory Services Limited.
Mr. Uttley's current directorships are as follows: since 1994 - Chairman of PB
(Runoff) Limited, a Lloyds of London managing agent; and since 1995 - Director
Equihot Herverzekering N.V., Director Equihot Verzekering N.V., Director of Owen
and Wilby Underwriters Agency Limited, a Lloyds of London underwriting
syndicate, and Chairman of Owl Holdings Limited, Lloyds of London.
David J. Sachman has served as a Director and Chief Financial Officer
since May 10, 1996. Mr. Sachman started his financial career in 1973 spending 15
years with Krediet Bank. From 1988 Mr. Sachman has been Director of Finance with
the Equihot Group and is also currently a director of Equihot Herverzekering
N.V. and Equihot Delfstoffen NV.
Professor Gerda Elsen has served as a Director since May 10, 1996. Mrs.
Elsen is a Professor of financial mathematics and in 1994 qualified as an
actuary for insurance companies. Since 1986 Mrs. Elsen has held the position of
Professor of financial mathematics, individual and collective life insurances at
the University of Brussels in Belgium. From 1986 to 1995, Mrs. Elsen held
consulting actuarial positions with Hewitt CBC SA and Area Benefits Network
International Services S.C. in Brussels, both involved with insurance business.
In 1996, Mrs. Elsen became a director of Equihot Herverzekering N.V. and Equihot
Verzekering N.V.
Peter Blachin has served as a Director since February 28, 1997. Mr.
Balchin is a member of the Association of Certified Accountants having qualified
in 1985. Mr. Balchin was the group accountant of DAK Group Limited, a materials
handling company, from 1992 to 1995. Since 1995, Mr. Balchin has been managing
director of Moving Edge Limited which is concerned with the marketing of
health-safety products.
Albert Delpy has served as a director since February 28, 1997. Since
1984, Mr. Delpy has worked in conjunction with the government of Monaco's audit
department and is a senior auditor being an assistant to the Commission on
Compte, de Societies. Since 1984, Mr. Delpy has also been the administrator of a
number of organizations in Monaco.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
Messrs. Harding, Balchin and Delpy are the current members of the Audit
Committee of the Board of Directors. The Audit Committee represents the Board in
discharging its responsibilities relating to the accounting, reporting, and
financial control practices of the Company. The Committee has general
responsibility for review with management of the financial controls, accounting
and audit and reporting activities of the Company. The Committee annually
reviews the qualifications and engagement of the Company's independent
accountants, makes recommendations to the Board as to their selection, reviews
the scope, fees, and results of their audit, and reviews their management
comment letters.
Messrs. Harding and Sachman are the current members of the Compensation
Committee, which oversees compensation for directors, officers and key employees
of the Company.
During fiscal 1996, the Board of Directors met seven times. Each
director attended, in person or by telephone, 75% or more of the meetings of the
Board of Directors held during 1996. The Audit and Compensation Committees were
formed in fiscal 1997.
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 and executive officers, and persons who own more than ten
persent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of Common Stock and other equity securities of the
Company. Officers, directors and greater than ten-percent stockholders are also
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1996, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten-percent beneficial owners were timely complied with.
ITEM 10. EXECUTIVE COMPENSATION.
The following table summarizes the annual compensation paid for
services rendered to the Company and its subsidiary for the fiscal years ended
December 31, 1996, 1995 and 1994, by each of the most highly compensated
executive officers of the Company whose compensation exceeded $100,000 in any
such year.
NAME AND PRINCIPAL POSITION YEAR SALARY (1) BONUS OTHER
Barrie Harding, President, 1996 $150,000 -- --
Chief Executive Officer and 1995 -- -- --
Director 1994 -- -- --
David J. Sachman, Chief 1996 $150,000 -- --
Financial Officer and Director 1995 $120,000 -- --
1994 $108,000 -- --
- ---------------
(1) The administrative structure of the Company at present permits it to
operate efficiently without the need for a large number of employees.
Consistent with this practice, Equisure has retained an independent
management services company to provide services to Equisure. This
independent company is also responsible for paying from a portion of
the management fee paid to such company, Equisure's officers and
directors for the services they provide to the Company. The amounts set
forth above for the named executive officers were paid by the
management company. The Company expects to discontinue the historical
practice of compensating officers and directors through the management
services arrangement and to begin compensating them directly during
fiscal 1997.
The Company does not have a stock option program or other similar forms
of incentive compensation programs. The Compensation Committee of the Board of
Directors is currently considering adopting a performance based incentive
compensation program for officers and directors.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information as to the name, address and stock holdings of each person
known by the Company to be a beneficial owner of more than 5% of its Common
Stock and as to the name, address and stock holdings of each director and
nominee for election to the Board of Directors and by all officers, directors
and nominees, as a group, is set forth below. Except as indicated below, the
Company believes that each such person has the sole (or joint with spouse)
voting and investment powers with respect to such shares.
Common Stock
----------------------------
Name/Address Amount Percent
of Benefically of
Stockholder/Director Owned Class
-------------------- ----------- -------
Pan Atlantic Investment Trust 2,499,406 22.4%
Equihot Delfstoffen NV
Louisa Marialei 8
2018 Antwerpen
Belgium
Barrie Harding 201,000 1.8%
701 Fourth Avenue South
Minneapolis, Minnesota 55415
Prof. Gerda Elsen 200,000 1.8%
701 Fourth Avenue South
Minneapolis, Minnesota 55415
David J. Sachman 497,000 4.5%
701 Fourth Avenue South
Minneapolis, Minnesota 55415
Peter G. Uttley 200,000 1.8%
701 Fourth Avenue South
Minneapolis, Minnesota 55415
Peter Balchin 0 --
701 Fourth Avenue South
Minneapolis, Minnesota 55415
Albert Delpy 0 --
701 Fourth Avenue South
Minneapolis, Minnesota 55415
Directors and officers as a group (6 persons) 1,098,000 9.8%
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Equihot Verzekering N.V. ("EV"), an insurance company which is owned
100% by Equihot Delfstoffen N.V. ("ED"), the founder and a major shareholder of
the Company, fronts for the insurance which the Company provides with respect to
ED's trading activities. Since a reinsurer does not directly insure the
underlying risk, a reinsurer must enter into fronting arrangements with other
insurance companies. Fronting arrangements are defined as reinsurance in which
the ceding (reinsuring) insurance company issues a policy and reissues all or
substantially all of the insurance risk with the reinsurer. EV provides this
fronting service for a fee (2.5% on net ceded reinsurance premiums written for
EV for periods prior to December 31, 1996, and 5% on such premiums from January
1, 1997 to December 31, 2005). The Company believes this fronting fee is normal
commercial practice and believes 5% to be competitive with market rates. See
Note 8 to Notes to Consolidated Financial Statements for transactions and
balances which the Company has with ED and EV. Barrie Harding, Peter Uttley and
Professor Gerda Elsen, Directors of the Company, are also Directors of EV and
David J. Sachman and Professor Elsen, Directors of the Company, are also
Directors of ED.
On May 10, 1996, the Company acquired Equiholt Herverzekering N.V. from
Equiholt Delfstoffen N.V. ("ED") pursuant to an exchange of 100% of the shares
of Equiholt Herverzekering N.V. for 10,594,082 shares (adjusted to reflect a
two-four-one stock split in November 1996) of the Company's common stock,
representing approximately 95% of the Company's then outstanding shares of
common stock. On July 23, 1996, a group of investors purchased an aggregate of
8,094,676 shares (adjusted for the November 1996 stock split) of the Company's
common stock from ED. These investors included Messrs. Harding, Sachman and
Uttley and Professor Elsen, who purchased an aggregate of 1,098,000 of such
shares.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
EQUISURE, INC.
Date: April 30, 1997 By /s/ Barrie Harding
Barrie Harding, President and Chief
Executive Officer
