ASSOCIATED BUSINESS & COMMERCE INSURANCE CORP
10-Q, 1996-08-21
FIRE, MARINE & CASUALTY INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1996

                         Commission file number 33-83116

                         ASSOCIATED BUSINESS & COMMERCE
                              INSURANCE CORPORATION
             (Exact name of Registrant as specified in its charter)

          FLORIDA                             65-0496132
    (State or other jurisdiction of           (IRS Employer Identification No.)
    incorporation of organization)

    4700 NW BOCA RATON BOULEVARD, SUITE 400, BOCA RATON, FL        33431
    (Address of principal executive offices)                     (Zip Code)

    Registrant's telephone number,
    including area code                                           (561) 997-0708

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(b) 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 [X] No [ ]

The number of the outstanding Preferred Stock held by nonaffiliates of the
Registrant on August 5, 1996 was 243,860 shares.


<PAGE>

<TABLE>
<CAPTION>

                         ASSOCIATED BUSINESS & COMMERCE
                              INSURANCE CORPORATION

                                TABLE OF CONTENTS

Part I. Financial Information
<S>                                                                                       <C>
  Statement of Operations (unaudited), three months and six months ended June 30, 1996.....3
  Balance Sheets, June 30, 1996 (unaudited) and December 31, 1995..........................4
  Statements of Changes in Stockholders' Equity, six months ended
      June 30, 1996 (unaudited) and the year ended December 31, 1995.......................6
  Statement of Cash Flows (unaudited), six months ended June 30, 1996......................7
  Notes to Financial Statements (unaudited) ...............................................8
  Management's Discussion and Analysis of Financial Condition and Results of Operations...12

Part II. Other Information
  Item 1. Legal Proceedings...............................................................14
  Item 2. Changes in Securities...........................................................14
  Item 3. Defaults Upon Senior Securities.................................................14
  Item 4. Submission of Matters to a Vote of Security Holders.............................14
  Item 5. Other Information...............................................................14
  Item 6. Exhibits and Reports on Form 8-K................................................14

Signatures................................................................................15

</TABLE>

<PAGE>

                          PART I FINANCIAL INFORMATION

              ASSOCIATED BUSINESS & COMMERCE INSURANCE CORPORATION
                             STATEMENT OF OPERATIONS
                FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND THE
                         SIX MONTHS ENDED JUNE 30, 1996
                                    UNAUDITED

                                                  THREE MONTHS      SIX MONTHS
                                                      ENDED            ENDED
                                                 MARCH 31, 1996    JUNE 30, 1996
                                                 --------------    -------------
Revenues:
    Standard premium earned, net of discounts      $ 6,917,029      $13,641,277
    Less premium ceded for reinsurance               4,979,331        9,796,467
                                                   -----------      -----------
        Net premium earned                           1,937,698        3,844,810

    Less loss and loss adjustment expenses           1,382,313        2,440,036
                                                   -----------      -----------
        Premiums available for operations              555,385        1,404,774

    Earned premium LPT transaction                     162,757          245,036
    Interest earnings                                  248,041          469,779
                                                   -----------      -----------
                                                       966,183        2,119,589
Policy acquisition and other underwriting
    expenses                                           848,359        1,836,589
                                                   -----------      -----------
           Income before income taxes                  117,824          283,000

Income tax expense                                      40,000           96,000
                                                   -----------      -----------
        Net income                                 $    77,824      $   187,000
                                                   ===========      ===========
        Earnings per common share and
           common share equivalent                 $      0.76      $      1.40
                                                   ===========      ===========

   The accompanying notes are an integral part of these financial statements.

                                      -3-

<PAGE>

<TABLE>
<CAPTION>
              ASSOCIATED BUSINESS & COMMERCE INSURANCE CORPORATION
                                 BALANCE SHEET
                JUNE 30, 1996 (UNAUDITED) AND DECEMBER 31, 1995

                    ASSETS
                                                          JUNE 30,       DECEMBER 31,
                                                           1996              1995
                                                        (UNAUDITED)
                                                        -----------      -----------
<S>                                                     <C>              <C>
Investments with fixed maturities                       $11,597,372      $14,439,231
Cash and cash equivalents                                 1,145,017        2,242,245
Premiums receivable, less allowance for
    doubtful accounts 1996 $874,679; 1995 $613,125        4,771,982        4,849,556
Reinsurance and related recoverables:
    Paid loss recoverable                                   369,581           94,598
    Loss and loss adjustment expenses                    17,634,142       14,471,111
    Prepaid reinsurance premiums                            186,776          530,957
Advances receivable                                         462,397          175,832
Accrued investment income                                   157,475          211,277
Prepaid expenses                                            663,830        1,821,000
Deferred income taxes                                       988,000        1,084,000
Deferred policy acquisition costs                           587,501          389,737
Equipment, less accumulated depreciation
    1996 $36,163; 1995 $4,837                               525,594          289,871
Other assets, net                                            82,063          101,202
                                                        -----------      -----------
                                                        $39,171,730      $40,700,617
                                                        ===========      ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                     -4-

<PAGE>

<TABLE>
<CAPTION>

              ASSOCIATED BUSINESS & COMMERCE INSURANCE CORPORATION
                           BALANCE SHEET - CONTINUED
                JUNE 30, 1996 (UNAUDITED) AND DECEMBER 31, 1995

                 RESERVES, LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                            JUNE 30,      DECEMBER 31,
                                                                              1996            1995
                                                                           -----------    ------------
                                                                           (UNAUDITED)
                                                                          
<S>                                                                        <C>            <C>
Reserves for losses and loss adjustment expenses                           $27,379,052    $28,306,416
Liabilities:
    Accounts payable and accrued expenses                                    2,385,285      2,709,469
    Unearned and return premium payable                                      2,945,161      2,346,983
    Deferred gain on loss portfolio transfer                                   515,842        760,878
    Accrued income taxes and special tax deposits                               28,200      1,078,200
                                                                           -----------    -----------
                                                                             5,874,488      6,895,530
Commitments and contingencies
    Total reserves and liabilities                                          33,253,540     35,201,946
Stockholders' equity:
    Convertible preferred stock series A, 6% cumulative,
        $1 par value, authorized shares 1,900,000; issued and
        outstanding 249,454 shares (aggregate liquidation
        preference of $2,494,540 at June 30, 1996)                             249,454        221,805
    Additional paid - in capital, preferred series A                         2,245,086      1,996,245
    Convertible preferred stock series B, $1 par value,
        authorized, issued and outstanding 3,200,000 shares                  3,200,000      3,200,000
    Common stock, $1 par value, authorized 15,000,000
        shares; 102,501 shares issued and outstanding                          102,501        102,501
    Retained earnings (deficit)                                                121,149        (21,880)
                                                                           -----------   ------------
                                                                             5,918,190      5,498,671
                                                                           -----------   ------------
                                                                           $39,171,730   $ 40,700,617
                                                                           ===========   ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      -5-
<PAGE>

<TABLE>
<CAPTION>

              ASSOCIATED BUSINESS & COMMERCE INSURANCE CORPORATION
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                   FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND
                        THE YEAR ENDED DECEMBER 31, 1995

                                                                ADDITIONAL
                                                                PAID - IN
                                       PREFERRED STOCK           CAPITAL                  RETAINED
                                     ---------------------      PREFERRED    COMMON       EARNINGS
                                     SERIES A     SERIES B      SERIES A     STOCK        (DEFICIT)
                                     --------     --------    -----------   --------     ----------
<S>                                <C>           <C>          <C>          <C>          <C>
Balance, beginning of period       $     --      $     --     $     --     $  102,501   $  (10,245)

    Preferred stock issued
        for cash                      221,805     3,200,000    1,996,845

    Net (loss)                                                                             (11,635)
                                   ----------    ----------   ----------   ----------   ----------

Balance, December 31, 1995            221,805     3,200,000    1,996,845      102,501      (21,880)

    Preferred stock issued
        for cash (Unaudited)           27,649                    248,841

    Dividends to preferred
        stockholders (Unaudited)                                                           (43,971)

    Net income (Unaudited)                                                                 187,000
                                   ----------    ----------   ----------   ----------   ----------

Balance June 30,
    1996 (Unaudited)               $  249,454    $3,200,000   $2,245,686   $  102,501   $  121,149
                                   ==========    ==========   ==========   ==========   ==========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      -6-

<PAGE>

              ASSOCIATED BUSINESS & COMMERCE INSURANCE CORPORATION
                            STATEMENTS OF CASH FLOWS
                     FOR THE SIX MONTHS ENDED JUNE 30, 1996
                                   (UNAUDITED)

OPERATING ACTIVITIES

    Net income                                                      $   187,000
    Adjustments:
        Change in net insurance reserves                             (4,365,378)
        Change in premiums receivable                                    77,574
        Accrued income taxes                                         (1,050,000)
        Other                                                         1,543,419
                                                                    -----------
           Net cash and cash equivalents
           (used in) operating activities                            (3,607,385)
                                                                    -----------

INVESTING ACTIVITIES

    Proceeds from investment maturities                               2,815,140
    Proceeds for other assets, net                                       (3,888)
    Purchase of equipment                                              (247,049)
    Payments of advances, net                                          (286,565)
                                                                    -----------
           Net cash and cash equivalents
           provided by investing activities                           2,277,638
                                                                    -----------

FINANCING ACTIVITIES

    Payment of preferred dividends                                      (43,971)
    Proceeds from issuance of preferred stock                           276,490
                                                                    -----------
        Net cash and cash equivalents provided
           by financing activities                                      232,519
                                                                    -----------

Net (decrease) in cash and cash equivalents                          (1,097,228)

Cash and cash equivalents, beginning of period                        2,242,245
                                                                    -----------

Cash and cash equivalents, end of period                            $ 1,145,017
                                                                    ===========


   The accompanying notes are an integral part of these financial statements.

                                      -7-

<PAGE>

              ASSOCIATED BUSINESS & COMMERCE INSURANCE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1996
                                    UNAUDITED


NOTE 1 - BASIS OF PRESENTATION

    The financial information presented as of any date other than December 31
    has been prepared from the books and records without audit. Financial
    information as of December 31 has been derived from the audited financial
    statements of the Company, but does not include all disclosures required by
    generally accepted accounting principles.

    The accompanying financial statements have been prepared in conformity with
    generally accepted accounting principles.

    These financial statements rely, in part, on estimates. In the opinion of
    management, all necessary adjustments have been reflected for a fair
    presentation of the results of operations, financial position and cash flows
    in the accompanying unaudited financial statements. The results for the
    period are not necessarily indicative of the results to be expected for the
    entire year.

    Reference should be made to the "Notes to Financial Statements" on pages F -
    8 through F - 22 of the registrant's Form 10 - K for the year ended December
    31, 1995. The amounts in those notes have not changed except as a result of
    transactions in the ordinary course of business or as otherwise disclosed in
    these notes.

    Some figures in the 1995 financial statements have been reclassified to
    conform with the 1996 presentation. These reclassifications have no effect
    on net income or stockholders' equity, as previously reported.

    Comparative results of operations and cash flow information is not presented
    because the registrant did not begin insurance operations until December
    1995. Activity until that time was limited to organizational activities.

NOTE 2 - INVESTMENTS

    Investment activity for the period ending June 30, 1996 consisted of the
    collection of maturities, early call proceeds and proceeds from the sale of
    certain available for sale fixed maturity securities, which totalled
    $2,813,631. Market value of the Company's available for sale fixed maturity
    securities continued to approximate amortized cost; accordingly no provision
    for appreciation (depreciation) in investments is recorded in stockholders'
    equity.

                                      -8-

<PAGE>

              ASSOCIATED BUSINESS & COMMERCE INSURANCE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1996
                                    UNAUDITED


NOTE 3 - EARNINGS PER SHARE

    Earnings per common share were calculated by dividing net income by the
    adjusted average number of common shares outstanding. Net income was
    adjusted by preferred dividends declared and paid during April 1996. There
    was no change in the average number of outstanding common shares from
    December 31, 1995, and there was no dilution of common stock because the
    preferred stock is not convertible to common stock before January 1, 2000.
    The calculation of earnings per share for the three and six month periods
    ended June 30, 1996 is based upon the following information:

<TABLE>
<CAPTION>

                                                             THREE MONTHS        SIX MONTHS
                                                                ENDED               ENDED
                                                            MARCH 31, 1996      JUNE 30, 1996
                                                           ---------------      -------------
<S>                                                        <C>                  <C>
        Net income                                           $   77,824         $    187,000
        Dividends applicable to Convertible Series A,
           6% cumulative preferred stock                              -              (43,971)
                                                             ----------         ------------
                                                             $   77,824         $    143,029
                                                             ==========         ============
</TABLE>

NOTE 4 - INCOME TAXES

    The provision for income taxes for the period ended June 30, 1996 is as
follows:

<TABLE>
<CAPTION>
<S>                                                                             <C>
        Federal income taxes currently payable (refundable)                     $          -
        Deferred federal income taxes                                                 96,000
                                                                                ------------
                                                                                $     96,000
                                                                                ============
</TABLE>

NOTE 5 - REINSURANCE

    The Company's financial statements reflect the effects of ceded reinsurance
    transactions. The Company does not assume reinsurance in the ordinary course
    of business. However, effective November 30, 1995, the Company, in a
    transaction approved by the Florida Department of Insurance, assumed the
    insurance assets and liabilities of Associated Business & Commerce Workers'
    Compensation Self - Insurance Fund, the Company's predecessor (the "Fund"),
    by virtue of a loss portfolio transaction ("LPT"). The excess of premium
    received over losses assumed was treated as deferred LPT premium on the
    balance sheet.

    The deferred LPT premium is earned in the ratio of assumed losses paid to
    total assumed losses. Deferred LPT premium earned for the period ended June
    30, 1996 totalled $245,036.

    Ceded reinsurance involves transferring certain risks the Company has
    underwritten to other insurance companies who agree to share these risks.
    The primary purpose of ceded reinsurance is to protect the Company from
    potential losses in excess of the amount it is prepared to accept.

                                   -9-

<PAGE>

              ASSOCIATED BUSINESS & COMMERCE INSURANCE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1996
                                    UNAUDITED

NOTE 5 - REINSURANCE (CONTINUED)

    The Company expects those with whom it has ceded reinsurance to honor their
    obligations. In the event these companies are unable to honor their
    obligations, the Company will pay the shortfall.

    The following table summarizes the effect of reinsurance on premiums earned
    and insurance losses and loss adjustment expenses for the period ended June
    30, 1996:

        Premiums earned:
           Direct                                            $   13,641,277
           Ceded                                                 (9,796,467)
                                                             --------------
        Net premiums earned                                  $    3,844,810
                                                             ==============
        Insurance losses and loss adjustment expenses:
           Direct                                            $    8,290,933
           Ceded                                                 (5,850,897
                                                             --------------
             Net insurance losses                            $    2,440,036
                                                             ==============

NOTE 6 - LEGAL PROCEEDINGS

    From time to time, the Company may be involved in workers' compensation
    proceedings relating to claims arising out of its operations in the normal
    course of business. As of the filing date of the Form 10-Q, the Company is
    not party to any legal proceedings outside of its ordinary workers
    compensation settlement business which management believes would materially
    affect the financial position or operations of the Company with the
    exception of the matter described below.

    In July 1992, the Fund filed a lawsuit in the State Circuit Court of Palm
    Beach County, Florida, forbreach of contract against Advanced Risk
    Management Incorporated ("ARMI") claiming damages for excess fees and
    advances collected by ARMI, the former service company of the Fund. A
    counterclaim was filed by ARMI alleging breach of contract, breach of
    fiduciary duty and fraud. On January 2, 1994, the court granted summary
    judgment in favor of the Fund with respect to all of the counterclaims made
    by ARMI. The summary judgment was appealed by ARMI and reversed by the
    Fourth District Court of Appeal, which remanded the matter back to the trial
    court to resolve specific issues. On December 15, 1995 the trial court
    granted the Fund's renewed motion for summary judgment. ARMI has filed an
    appeal as to this judgment as well. The Fund intends to continue to pursue
    and defend this claim on its own behalf. There can be no assurance however,
    that, in the event of an unfavorable ruling against the Fund, recovery would
    not be sought from the Company. In the event there is an unfavorable
    outcome, which management believes to be unlikely, the Fund's liability is
    estimated at less than $1,000,000, for which the Company would be
    responsible.
                                      -10-
<PAGE>

              ASSOCIATED BUSINESS & COMMERCE INSURANCE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1996
                                    UNAUDITED

NOTE 6 - RELATED PARTY TRANSACTIONS

    All of the Company's outstanding common stock as well as all of the
    outstanding Series B preferred stock are owned by the Company's parent,
    Associated Business & Commerce Holdings, Inc. ("Holdings"). Holdings was
    organized in March 1995 for the purpose of providing financing and
    performing certain management services for the Company under a management
    agreement. All common stock and Series B preferred stock have been pledged
    as collateral against a note payable issued by Holdings.

    The note payable of Holdings was issued to the Company's quota share
    reinsurer, Underwriters Reinsurance Company ("Underwriters"). The loan bears
    interest at 12.75% per annum, and, if not prepaid, is due on September 30,
    2000. Holdings expects to repay the loan from fees paid by the Company under
    a management agreement.

    Holdings renegotiated the loan agreement with Underwriters during the second
    quarter of 1996, reducing the level of cash flows required for debt service,
    and concurrently reduced the management fee to 11.3% of written premium. The
    management agreement originally called for the Company to pay 14.1% of
    written premium to Holdings in return for Holdings performing certain
    administrative functions and paying certain costs on behalf of the Company.
    Management fee expense incurred by the Company under the terms of this
    renegotiated agreement totaled $1,693,002 for the period ended June 30,
    1996.

    Policy acquisition and other underwriting expenses reflected in the
    statement of operations for the period period ended June 30, 1996 are net of
    $2,394, 679 in ceding commissions paid to the Company by Underwriters.

    The advances receivable at June 30, 1996 of $462,397 represents working
    capital advances to Holdings which are non - interest bearing and will be
    repaid as cash flow of Holdings permits.

NOTE 7 - STOCKHOLDERS' EQUITY

    On May 2, 1996, the Company's Board of Directors adopted an amendment to its
    articles of incorporation to increase the number of authorized shares of 6%
    Cumulative Convertible Preferred Stock, Series A, from 900,000 to 1,900,000.

                                      -11-

<PAGE>

                         ASSOCIATED BUSINESS & COMMERCE
                              INSURANCE CORPORATION
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                                  June 30, 1996

RESULTS OF OPERATIONS

The Company is reporting income before taxes for the first two quarters of 1996
of $283,000 based on premium volume of $13,600,000. Annualized premium as of
June 30, 1996 amounts to approximately $27,300,000 or a slight reduction from
the calendar year 1995 amount of $27,900,000. As discussed in the Company's Form
10-K for 1995, certain insureds elected not to renew their coverage with the
Company effective January 1, 1996, which management perceived as being the
result of increased competition generated by favorable 1993 legislative changes
and also the late date in 1995 that the Company completed its plan to announce
the availability of non-assessable insurance coverage. Since the Form 10-K was
prepared and filed, the Company has written new business which has resulted in a
restoration to 1995 writing levels. The adjustments to premium pricing and
availability factors as discussed in the Form 10-K have resulted in a greater
portion of submissions being accepted by potential customers. Although writings
have been restored to 1995 levels, leading management to be optimistic regarding
the Company's 1996 writings, the adjustments to budgeted expenditures made by
management in response to the reduction of January 1, 1996 renewals remain in
place, to be modified only to the extent required by increasing premium volume.

As a result of the full absorption of the Company's 70% quota-share
arrangements, earned premiums ceded for reinsurance (including excess loss
re-insurance) amounts to 71.8% of earned premium. Loss and operating expense
ratios are effected somewhat by the ceding of premium in comparison to 1995's
ratios during which the quota-share treaty was only in effect for the last
quarter of the year.

For the first two quarters of 1996, the loss and loss expense ratio is 63.5% and
the expense ratio is 47.8% or a combined ratio of 111.2%. The investment ratio
(interest and investment earnings divided by net earned premium) amounted to
12.2% for the second quarter resulting in an overall operating ratio of 99%.
Included within the statement of operations is recognition of deferred gain on
the loss portfolio transfer transaction between the Company and the Fund of
approximately $245,000. Without the recognition of this gain, the Company would
have recorded operating income before income taxes of approximately $38,000.

For the six months ended June 30, 1995, the Fund reported earned premium of
approximately $13,600,000 and income before taxes of approximately $354,000 in
its unaudited financial statements. The Fund was not a party to any quota-share
reinsurance treaty during that period nor was any management agreement in effect
as is the case with the Company for 1996. Policy acquisition and other
underwriting expenses for the Company for the first quarter included
approximately $144,000 of amounts paid to Holdings, which was utilized by
Holdings for debt service on its loan from Underwriters. However, based upon
Holdings renegotiating the terms of its note payable to Underwriters, no amount
of the management fee was used for debt service during the second quarter.

As indicated above, Holdings renegotiated its note payable with Underwriters
during the second quarter ended June 30, 1996. Under the revised agreement, no
principal or interest payments are payable until March 31, 1997, and
Underwriters will refund all principal and interest payments made through June
30, 1996. All other terms of the note remain unchanged.

                                      -12-

<PAGE>

                         ASSOCIATED BUSINESS & COMMERCE
                             INSURANCE CORPORATION
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
                                 June 30, 1996

LIQUIDITY AND CAPITAL RESOURCES

As was anticipated and described in the Company's Form 10-K, cash flows from
operating activities for the first two quarters was a negative $3,600,000. This
was anticipated because of the Company's quota-share arrangements with
Underwriters. Such negative cash flows from operations were offset by proceeds
from investment maturities and other investment activities realizing cash flows
of approximately $2,300,000 and from proceeds from the issuance of additional
Series A preferred stock of approximately $276,000 resulting in an overall
decrease in cash and cash equivalents for the six months ended June 30, 1996 of
approximately $1,100,000.

Invested assets reduced from $14,400,000 at the end of 1995 to $11,600,000 as of
June 30, 1996 with a decrease in cash of approximately $1,100,000. Negative cash
flows from operations are expected to continue throughout 1996 as funding of the
quota-share recoverables continues by virtue of the transfer of premium to the
quota-share reinsurer pursuant to the quota-share treaty. As claims are settled
and paid in the future, management anticipates that such negative flows will
eventually reverse or stabilize as reimbursements due from the reinsurer for
claims paid and other reimbursements for operating expenses equal or exceed
premiums due pursuant to the treaty.

On a statutory basis, the Company is reporting statutory surplus of
approximately $4,900,000 and statutory net income of $893,000 for the six months
ended June 30, 1996. Based upon the Company's current writings, required
statutory surplus is the minimum of $4,000,000, pursuant to Florida's Insurance
Code.

On May 2, 1996, the Company's Board of Directors adopted an amendment to its
articles of incorporation to increase the number of authorized shares of 6%
Cumulative Convertible Preferred Stock, Series A, from 900,000 to 1,900,000.

                                      -13-

<PAGE>


                         ASSOCIATED BUSINESS & COMMERCE
                              INSURANCE CORPORATION
                            Part II Other Information

ITEM 1.  LEGAL PROCEEDINGS
There have been no significant developments in those matters discussed in Item 3
of the Company's Form 10-K for 1995.

ITEM 2.  CHANGES IN SECURITIES
Not Applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
Not Applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.

ITEM 5.  OTHER INFORMATION
Not Applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.
a)       EXHIBIT INDEX
         Exhibit 27  Financial Data Schedule
b)       Reports on Form 8-K - The Company filed no reports on Form 8-K during
         the quarter ended June 30, 1996.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                            ASSOCIATED BUSINESS & COMMERCE INSURANCE CORPORATION
                            Registrant

Date: August 21, 1996       /s/ JAMES R. NAU
                            ----------------------------------------------------
                            James R. Nau
                            President

Date: August 20, 1996       /s/ CLIFFORD G. MERRITT
                            ----------------------------------------------------
                            Clifford G. Merritt
                            Vice President, Finance
                            (Principal Financial and Accounting Officer)

<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1996
AND THE UNAUDITED BALANCE SHEET AS OF JUNE 30, 1996 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<DEBT-HELD-FOR-SALE>                         2,364,145
<DEBT-CARRYING-VALUE>                        9,233,227
<DEBT-MARKET-VALUE>                          8,947,096
<EQUITIES>                                           0
<MORTGAGE>                                           0
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                              11,597,372
<CASH>                                       1,145,017
<RECOVER-REINSURE>                             369,581
<DEFERRED-ACQUISITION>                         587,501
<TOTAL-ASSETS>                              39,171,730
<POLICY-LOSSES>                             27,379,052
<UNEARNED-PREMIUMS>                          2,945,161
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                      0
                                0
                                  5,694,540
<COMMON>                                       102,501
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