<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>
MAIC HOLDINGS, 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
MAIC HOLDINGS, INC.
100 BROOKWOOD PLACE
BIRMINGHAM, ALABAMA 35209
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 21, 1997
---------------------
TO OUR STOCKHOLDERS:
The Annual Meeting of Stockholders (the "Annual Meeting") of MAIC Holdings,
Inc. (the "Company") will be held at 10:00 a.m., local time, on Wednesday, May
21, 1997, at the Harbert Center, 2019 Fourth Avenue North, Birmingham, Alabama
35203, for the following purposes:
1. To elect two (2) directors of the Company to serve for a three (3)
year term, two (2) directors to serve for a two (2) year term, and one (1)
director to serve for a one (1) year term, or in each case until his
successor is duly elected and qualified; and
2. To consider and act upon the proposal to amend the Certificate of
Incorporation of the Company to change the name of the Company from "MAIC
Holdings, Inc." to "Medical Assurance, Inc."; and
3. To transact such other business as may properly come before the
Annual Meeting or any adjournment or postponement thereof.
The Board of Directors has set April 1, 1997, as the record date for the
Annual Meeting. Only holders of record of shares of the Company's common stock
at the close of business on the record date will be entitled to notice of, and
to vote at, the Annual Meeting. The stock transfer books will not be closed.
The Annual Meeting may be adjourned from time to time without notice other
than announcement at the meeting or adjournments thereof, and any business for
which notice is hereby given may be transacted at any such adjournment.
Details concerning those matters to come before the Annual Meeting are
provided in the accompanying Proxy Statement. Whether you plan to attend the
Annual Meeting or not, please sign, date and return the enclosed proxy card in
the envelope provided. Returning your proxy card does not deprive you of your
right to attend the Annual Meeting and to vote your shares in person.
A copy of the Company's Annual Report to the Stockholders for the year
ended December 31, 1996, is enclosed. We hope you will find it informative.
By order of the Board of Directors,
Robert D. Francis
Secretary
April 17, 1997
<PAGE> 3
MAIC HOLDINGS, INC.
100 BROOKWOOD PLACE
BIRMINGHAM, ALABAMA 35209
---------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 21, 1997
---------------------
SOLICITATION OF PROXIES
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of MAIC Holdings, Inc. (sometimes referred to
as the "Company") to be voted at the Annual Meeting of the Stockholders (the
"Annual Meeting") to be held at 10:00 a.m., local time, on Wednesday, May 21,
1997, at the Harbert Center, 2019 Fourth Avenue North, Birmingham, Alabama
35203, or at any adjournment or postponement thereof. The Proxy Statement and
proxy card are first being mailed to the stockholders of the Company on April
17, 1997.
At the Annual Meeting, the stockholders will be asked to (a) elect five (5)
members to the Board of Directors of the Company and (b) to consider and act
upon the proposal to amend the Certificate of Incorporation of the Company to
change the name of the Company from "MAIC Holdings, Inc." to "Medical Assurance,
Inc."
The Company will bear the cost of solicitation of proxies. The Company has
requested brokers or nominees to forward this Proxy Statement to their customers
and principals and will reimburse them for expenses incurred in so doing. If
deemed necessary, the Company may also use its officers and regular employees,
without additional compensation, to solicit proxies personally or by telephone.
The Board of Directors has set April 1, 1997, as the record date for the
Annual Meeting. Only stockholders of record at the close of business on the
record date will be entitled to notice of and to vote at the Annual Meeting. At
the close of business on February 28, 1997, there were 10,267,731 outstanding
shares of common stock of the Company, par value $1.00 per share (the "Common
Stock") with each stockholder entitled to one vote in person or by proxy for
each share of Common Stock on all matters properly to come before the Annual
Meeting.
VOTE REQUIRED
At the Annual Meeting, the stockholders will first be asked to elect two
(2) directors to serve until the 2000 Annual Meeting, two (2) directors to serve
until the 1999 Annual Meeting and one (1) director to serve until the 1998
Annual Meeting. The stockholders will also be asked to consider and act upon a
proposal to amend the Certificate of Incorporation of the Company to change the
name of the Company from "MAIC Holdings, Inc." to "Medical Assurance, Inc." The
Company's By-Laws provide that a majority of the stockholders entitled to vote
and represented either in person or by proxy at a meeting of the stockholders
constitutes a quorum. The approval of the proposed amendment to the Certificate
of Incorporation requires the affirmative vote of the holders of a majority of
the outstanding shares of Common Stock. Directors are elected by a plurality of
the votes cast by the stockholders present in person or by proxy at a meeting at
which a quorum is present.
A stockholder may abstain on the proposal to amend the Certificate of
Incorporation and withhold authority on the vote for the election of directors.
In either event, the shares held by the stockholder will be counted for purposes
of determining the presence or absence of a quorum for the transaction of
business at the Annual Meeting. Broker non-votes will not be counted for
purposes of determining the presence or absence of a quorum for the transaction
of business at the Annual Meeting. In the case of the election of directors,
abstentions and broker non-votes will have no effect on the outcome of the
voting of the stockholders with respect to the election of directors. In the
case of the approval of the proposed amendment to the Company's Certificate of
<PAGE> 4
Incorporation, abstentions may be used to obtain the necessary quorum but will
be considered as "no" votes since the approval requires the affirmative vote of
a majority of the outstanding shares of Common Stock.
Please sign, date and return the enclosed proxy card ("Proxy") in the
enclosed envelope so that the Common Stock you own will be voted in accordance
with your wishes. If you desire to revoke your Proxy, you may do so either by
attending the Annual Meeting in person or by delivering written notice of
revocation so that it is received by the Secretary of the Company on or before
May 20, 1997. The mailing address for the Company is P. O. Box 590009,
Birmingham, Alabama 35259-0009, and the street address is 100 Brookwood Place,
Birmingham, Alabama 35209.
ELECTION OF DIRECTORS
BOARD OF DIRECTORS
The Certificate of Incorporation and Bylaws of the Company provide that the
Board of Directors is comprised of at least four and not more than twenty-four
members, as determined by the Board of Directors. The Board of Directors
currently is comprised of eight directors. The Certificate of Incorporation
requires that the directors be divided into three classes as nearly equal as
possible and that the directors serve staggered terms of three years. Vacancies
that occur on the Company's Board of Directors between annual meetings, whether
as a result of a member's resignation or an increase in the total members of the
Board of Directors, as determined by the Board of Directors in accordance with
the Bylaws, may be filled by the remaining directors.
Of the current Board of Directors of the Company, Paul R. Butrus, A.
Derrill Crowe, M.D., Paul D. Everest, M.D., Robert E. Flowers, M.D., and Leon C.
Hamrick, M.D. were appointed in 1995 by the Board of Directors of Mutual
Assurance in its capacity as the sole incorporator of the Company. At the
Company's 1996 Annual Meeting of the Stockholders held May 14, 1996, Leon C.
Hamrick, M.D., whose term had expired, was elected to serve as a member of the
Board of Directors for a term of three (3) years. In June of 1996, the Board of
Directors appointed each of Norton E. Cowart, M.D. and John P. North, Jr. to the
Board of Directors upon its determination to increase the size of the Board by
two directors. Richard V. Bradley, M.D. was appointed to the Board of Directors
in December of 1996 pursuant to the terms of that certain Agreement and Plan of
Merger dated as of June 11, 1996 pursuant to which the Company acquired MOMED
Holding Co., a Missouri insurance holding company ("MOMED"). Furthermore, in
December of 1996, MOMED and the Company entered into a Nomination Agreement by
which MOMED has the right to appoint one nominee to the Board of Directors. Dr.
Bradley is currently serving as MOMED's nominee. The Board of Directors met two
times and acted by consent two times in 1996.
NOMINATION FOR ELECTION
The Board of Directors, upon the recommendation of the Nominating
Committee, has nominated Paul R. Butrus and Paul D. Everest, M.D. for election
as directors at the Annual Meeting to fill the vacancies arising on the
expiration of their terms in 1997. Such nominees will, if elected, serve until
the 2000 Annual Meeting or until their successors are elected and qualified.
Additionally, the Board of Directors has placed on the ballot for election
Norton E. Cowart, M.D., John P. North, Jr. and Richard V. Bradley, M.D. who were
appointed in 1996 to newly created seats on the Board of Directors. Drs. Cowart
and Bradley and Mr. North, if elected, will serve until the 1998, 1999 and 1999
Annual Meetings, respectively, or until their successors are elected and
qualified. The persons named in the enclosed Proxy have advised that, unless a
contrary direction is indicated on the enclosed Proxy, they intend to vote the
shares appointing them as proxies in favor of the nominees named herein. If the
nominees should be unable to serve, and the Board of Directors knows of no
reason to anticipate this will occur, the Proxies will be voted for a substitute
selected by the Board of Directors, or the Board of Directors may decide not to
elect an additional person as a director. Biographical information regarding
each of the nominees for election to the Board of Directors is set forth below
and the stock ownership with respect to each nominee for election as a director
is set forth in the table under "Principal Stockholders."
PAUL R. BUTRUS (Age 56) has served as a director and Executive Vice
President of the Company since its incorporation in 1995. Mr. Butrus has been
employed by Mutual Assurance and its subsidiaries since 1977, most
2
<PAGE> 5
recently as Executive Vice President and Chief Operating Officer of Mutual
Assurance since 1993, and has served as a director of Mutual Assurance since
February 1992. Mr. Butrus serves as a director of each of the Company's
insurance subsidiaries and participates on their respective claims and
underwriting committees. Mr. Butrus also serves on the Board of Directors of
Prime Medical Services, Inc.
PAUL D. EVEREST, M.D. (Age 76) has served as a director of the Company
since its incorporation in 1995 and as a director of Mutual Assurance since
1982. Dr. Everest practices medicine in Montgomery, Alabama, specializing in
orthopedic surgery.
RICHARD V. BRADLEY, M.D. (Age 70) has served on the Board of Directors of
the Company since December of 1996. In 1986, Dr. Bradley retired from medical
practice to serve as President and Chief Executive Officer of MOMED Holding Co.
and its insurance subsidiary, Missouri Medical Insurance Company. Dr. Bradley
has continued to serve in such capacities since the acquisition of MOMED Holding
Co. by the Company.
NORTON E. COWART, M.D. (Age 77) has served as a director of the Company
since June of 1996. Dr. Cowart served as a director of Mutual Assurance from
1977 to 1996, and served as its Chairman of the Board from 1987 to 1996. Dr.
Cowart retired from the practice of internal medicine in Huntsville, Alabama in
1992.
JOHN P. NORTH, JR. (Age 61) has served on the Board of Directors of the
Company since June of 1996. Mr. North is a certified public accountant who was a
partner of the accounting firm of Coopers & Lybrand LLP until his retirement in
September 1995.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR OF
THE DIRECTORS RECOMMENDED BY THE NOMINATING COMMITTEE AND NOMINATED BY THE BOARD
OF DIRECTORS.
OTHER DIRECTORS AND EXECUTIVE OFFICERS
The following persons will continue to serve on the Board of Directors
under terms that are due to expire at the annual meetings in 1998 and 1999. The
stock ownership of each director is set forth in the table under "Principal
Stockholders."
LEON C. HAMRICK, M.D. (Age 71), has served as a director of the Company
since its incorporation in 1995 and as a director of Mutual Assurance since
1978. Dr. Hamrick is a general surgeon and is the President and Medical Director
of The Lloyd Noland Foundation Hospital and Ambulatory Centers.
A. DERRILL CROWE, M.D. (Age 60) has served as Chairman of the Board and
President of the Company since its incorporation in 1995. Dr. Crowe has been
President, Chief Executive Officer and a director of Mutual Assurance since its
organization in 1976. Dr. Crowe serves as a director of each of the Company's
insurance subsidiaries and participates on their respective claims and
underwriting committees. Dr. Crowe currently serves on the Board of Directors of
Citation Corporation.
ROBERT E. FLOWERS, M.D. (Age 47) has served as a director of the Company
since its incorporation in 1995 and as a director of Mutual Assurance, Inc.
since 1985. He currently practices medicine in Dothan, Alabama, specializing in
gynecology.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Bylaws provide for four (4) Standing Committees of the Board
of Directors: the Executive Committee, the Audit Committee; the Nominating
Committee and the Compensation Committee. The Executive Committee of the Board
of Directors has the authority, during the intervals between the meetings of the
Board of Directors, to exercise all powers and authority of the Board of
Directors in the management of the business and affairs of the Company and may
authorize the Company's seal to be affixed to all papers which may require it;
except that the Executive Committee has no power to amend or repeal any
resolution of the Board of Directors that by its terms is not subject to
amendment or repeal by the Executive Committee or any resolution of the Board of
Directors concerning the establishment or membership of the Executive Committee,
and the Executive Committee may not authorize matters required by law to be
passed upon by the full Board of Directors. The
3
<PAGE> 6
Executive Committee was first appointed in June 1996, and is currently comprised
of Drs. Crowe, Everest, Flowers and Hamrick and Mr. Butrus. The Executive
Committee did not meet in 1996.
The Audit Committee recommends to the Board of Directors the appointment of
the independent accountants to audit the consolidated financial statements of
the Company and its subsidiaries; discusses with the independent auditors the
plan and scope of the audit; reviews recommendations by the independent auditors
to management with respect to accounting methods and systems of internal
control; reviews the independence of accountants as affected by non-audit
services; and reviews the scope and adequacy of internal controls and the
results of audit procedures with the Company's financial personnel. The Audit
Committee was first appointed in June 1996, and is currently comprised of Drs.
Flowers and Hamrick and Mr. North. The Board of Directors acted for the Audit
Committee in 1996. See "INDEPENDENT PUBLIC ACCOUNTANTS."
The Nominating Committee is established to meet at least one time between
each of the annual meetings of the stockholders in order to nominate and
recommend persons for election as directors at the Company's annual meetings.
The Nominating Committee was first appointed in June 1996, and is currently
comprised of Drs. Crowe, Everest, Flowers and Hamrick and Mr. Butrus. The
Nominating Committee met one (1) time in 1996 to recommend nominees for election
as directors at the 1997 Annual Meeting.
The Compensation Committee recommends to the Board of Directors
compensation arrangements for senior management personnel and directors
including salaries, other remuneration plans and deferred benefit plans. The
Compensation Committee is currently comprised of Drs. Everest, Flowers and
Hamrick, all of whom are independent directors. The Compensation Committee met
one (1) time in 1996. See "BOARD COMPENSATION COMMITTEE REPORT."
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
officers and directors, and persons who beneficially own more than 10% of the
Common Stock ("Section 16 Insiders"), to file reports of ownership and changes
in ownership with the Securities and Exchange Commission ("SEC"). Section 16
Insiders are required by the SEC regulations to furnish the Company with copies
of all SEC forms required under Section 16(a) of the Securities Exchange Act of
1934 ("Section 16(a) Forms"). Based solely on a review of the Section 16(a)
Forms as furnished to the Company, all Section 16 Insiders filed their Section
16(a) Forms in a timely manner during 1996, except that Mr. North was late in
filing a Form 3 to report his status as a Section 16 Insider as a result of his
appointment to the Board of Directors.
PRINCIPAL STOCKHOLDERS
As of February 28, 1997 there were 10,267,731 outstanding shares of Common
Stock. The following table sets forth as of February 28, 1997, information
regarding the ownership of Common Stock (i) by each person known by management
of the Company who beneficially owns more than 5% of the outstanding Common
Stock ("Principal Stockholders"), (ii) by the executive officers named in the
"Summary Compensation Table" under REMUNERATION OF MANAGEMENT ("Named Executive
Officers"), (iii) by each of the Company's directors, and (iv) by all directors
and officers of the Company as a group.
4
<PAGE> 7
<TABLE>
<CAPTION>
AMOUNT & NATURE
OF BENEFICIAL PERCENT
OWNERSHIP(1) OF CLASS
--------------- --------
<S> <C> <C>
PRINCIPAL STOCKHOLDERS(2)
Robert Fleming, Inc.(3)..................................... 995,922 9.7%
320 Park Avenue, 11th Floor New York, New York 10022
NAMED EXECUTIVE OFFICERS(2)
James J. Morello(4)......................................... 6,635 *
Robert D. Francis(4)(5)..................................... 3,448 *
Martin Ennis(4)............................................. 7,656 *
DIRECTORS
Richard V. Bradley, M.D..................................... 33,818 *
Paul R. Butrus(4)(6)........................................ 137,245 1.3%
A. Derrill Crowe, M.D.(4)(7)................................ 1,012,108 9.9%
Norton E. Cowart, M.D....................................... 4,372 *
Paul D. Everest, M.D........................................ 4,873 *
Robert E. Flowers(8)........................................ 12,727 *
Leon C. Hamrick, M.D........................................ 2,332 *
John P. North, Jr........................................... 0 *
All Directors and Officers as a Group (5 Officers)(4)....... 1,225,214 11.9%
</TABLE>
- ---------------
* Less than 1%.
(1) Except as otherwise indicated, the persons named in the above table have
sole voting power and investment power with respect to all shares of Common
Stock shown as beneficially owned by them. The information as to beneficial
ownership of Common Stock has been furnished by the respective persons
listed in the above table. Unless otherwise indicated, the information also
includes the estimated number of shares issued to each person as a stock
dividend on February 17, 1997.
(2) A. Derrill Crowe, M.D., the President and Chief Executive Officer, is a
beneficial owner of over five percent (5%) of the common stock, a Named
Executive Officer, and a director of the Company. Paul R. Butrus, the
Executive Vice President and Chief Operating Officer, is a Named Executive
Officer and a director of the Company. The share ownership of each of Dr.
Crowe and Mr. Butrus is reflected in their capacities as directors in the
above table.
(3) Such information included in table was derived solely from the Schedule 13G
of Robert Fleming, Inc.
(4) Includes the following shares owned of record by the Company's Pension Plan:
1,961 shares for the account of Mr. Morello, 913 shares for the account of
Mr. Francis, 3,151 shares for the account of Mr. Ennis, 3,556 shares for the
account of Mr. Butrus, and 4,841 shares for the account of Dr. Crowe. See
"REMUNERATION OF MANAGEMENT -- Note 3 to the Summary Compensation Table."
(5) Includes 613 shares owned of record by Mr. Francis' spouse and 627 shares
owned of record by the Company's Pension Plan for the benefit of his spouse.
See Note 4 above.
(6) The shares owned by Mr. Butrus also include 48,161 shares held by
irrevocable trusts for the benefit of the adult children of Dr. Crowe. Mr.
Butrus serves as a co-trustee of each of these trusts. Mr. Butrus and Dr.
Crowe disclaim beneficial ownership of the shares held by these trusts.
(7) 479,403 of the shares beneficially owned by Dr. Crowe are owned of record by
Crowe Family Partners, Ltd., a Colorado limited partnership of which Dr.
Crowe is the sole general partner.
(8) Includes 484 shares held by Gynecology Associates of Dothan, P.C., a
professional corporation wholly-owned by Dr. Flowers.
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<PAGE> 8
REMUNERATION OF MANAGEMENT
The following table sets forth a summary of the compensation paid or
accrued during each of the last three fiscal years with respect to (i) the
Company's Chief Executive Officer and (ii) the four most highly compensated
persons considered to be executive officers or their equivalent.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------------------------
ANNUAL COMPENSATION AWARDS
------------------------------ ------------ PAYOUT
NAME AND OTHER ANNUAL RESTRICTED ----------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION STOCK AWARDS OPTIONS/SARS LTIP PAYOUT COMPENSATION
- ----------------------------- ---- ------- ----- ------------ ------------ ------------ ----------- ------------
($) ($) ($) ($)(2) (#) ($) ($)(3)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
A. Derrill Crowe(1).......... 1996 250,500 -0- -0- -0- -0- -0- 18,929
President of the Company 1995 220,444 -0- -0- -0- -0- -0- 19,026
1994 200,444 -0- -0- -0- -0- -0- 19,230
Paul R. Butrus............... 1996 220,844 -0- -0- -0- -0- -0- 18,929
Executive Vice President 1995 187,575 -0- -0- -0- -0- -0- 19,026
of the Company 1994 161,827 -0- -0- -0- -0- -0- 19,230
Robert D. Francis............ 1996 125,931 -0- -0- 3,769 -0- -0- 15,710
Secretary of the Company 1995 106,689 -0- -0- 3,143 -0- -0- 10,633
1994 83,228 -0- 3,324 -0- -0- -0- 9,132
James J. Morello............. 1996 150,065 -0- -0- 4,725 -0- -0- 18,929
Treasurer of the Company 1995 136,996 -0- -0- 4,375 -0- -0- 17,569
1994 126,881 -0- 3,297 4,200 -0- -0- 15,734
Martin D. Ennis.............. 1996 126,514 -0- -0- 3,850 -0- -0- 15,977
Senior Vice President of 1995 111,712 -0- -0- 3,538 -0- -0- 13,944
Mutual Assurance 1994 102,608 -0- 4,432 3,325 -0- -0- 12,063
</TABLE>
- ---------------
(1) Effective January 1, 1997, Dr. Crowe's employment agreement with Mutual
Assurance was renewed for a term of three years. The Company assumed the
obligations of Mutual Assurance under Dr. Crowe's employment agreement in
accordance with its agreement to provide personnel to perform certain
services for Mutual Assurance. The employment agreement provides for an
annual salary to be established by the Board of Directors each year. The
Company may terminate the employment agreement only for "good cause," which
is defined in the employment agreement as (i) the failure or refusal of Dr.
Crowe faithfully or diligently to perform the usual and customary duties of
his employment and the continuance of such failure or refusal after receipt
by Dr. Crowe of written notice from the Board of Directors directing Dr.
Crowe to remedy such failure or refusal, (ii) any breach by Dr. Crowe of the
covenants not to compete contained in the employment agreement, (iii)
embezzlement, theft, misappropriations or conversion of the Company's
assets, or (iv) indictment and arraignment on a state or federal felony
charge. If the Company terminates Dr. Crowe's employment agreement other
than for "good cause," the Company is obligated to pay to Dr. Crowe, for the
remainder of the term of his employment agreement, monthly payments each
equal to one-twelfth of Dr. Crowe's salary for the year prior to such
termination. If the Board of Directors selects someone other than Dr. Crowe
as President of the Company or substantially changes Dr. Crowe's duties
without his consent or agreement, except for "good cause," Dr. Crowe's
employment agreement shall be deemed to have been terminated and the Company
is obligated to pay to Dr. Crowe eight monthly payments each equal to
one-twelfth of Dr. Crowe's salary for the year prior to such termination.
(2) Effective December 1, 1992, Mutual Assurance adopted the Mutual Assurance,
Inc. Thrift Plan (formerly known as the "Mutual Assurance Open Market Stock
Purchase Plan" and hereinafter referred to as the "Thrift Plan"). The Thrift
Plan was assumed by the Company on August 31, 1995, in accordance with the
Plan of Exchange. Each employee of the Company and its subsidiaries who has
completed at least one year of service is eligible to participate in this
plan at his or her election. The Company loans $.35 for each $.65 deposited
by a participating employee under the Thrift Plan. The Company applies the
employees' deposits and loan proceeds toward the purchase of Common Stock in
the open market for the account of such employees. The shares purchased are
pledged as security for the loans to the participating employees. Each loan
is forgiven and the shares purchased with the deposits and loan proceeds are
released from the pledge
6
<PAGE> 9
after four years if the employee continues to be employed by the Company.
Accordingly, shares acquired with loan proceeds are treated as restricted
stock awards and the amount reflected in the table represents the amount of
the loans made by the Company to the persons named in the table during 1994,
1995 and 1996. At December 31, 1996, persons named in the above table have
used loan proceeds in the approximate amount of $12,344 to purchase
approximately 373 shares under the Thrift Plan that had an approximate value
of $12,868 on February 28, 1997.
(3) The Mutual Assurance, Inc. Pension Plan (the "Pension Plan") was adopted
effective December 31, 1979, and assumed by the Company on August 31, 1995.
Employees of the Company and its subsidiaries are eligible to participate in
the Pension Plan following the later to occur of (i) the employee's
completion of one year of service or (ii) the employee's 21st birthday. For
each calendar year, the Company and the other participating employers make a
pension contribution to the Pension Plan in an amount equal to ten percent
(10%) of the aggregate compensation of each participant who completes 1,000
hours of service during the year and who is employed on the last day of the
year. This contribution is allocated to participants' accounts pursuant to
an "integrated" allocation formula. Under this formula, the amount allocated
to each participant is dependent upon the amount of such participant's
compensation and the amount of his compensation that exceeds the Social
Security taxable wage base. Pension Plan participants may, at their option,
make their own contributions to the Pension Plan on an after-tax basis. An
employee's vested benefits are payable upon his retirement, death,
disability, or other termination of employment. An employee is always fully
vested in his account balance attributable to his own contributions to the
Pension Plan. The employee's interest in the account attributable to his
employer's contributions and earnings thereon becomes fully vested upon the
earlier of his attainment of his normal retirement date (age 65), his death,
his permanent and total disability, or his completion of five years of
service. If an employee terminates employment for reasons other than
retirement, death, or disability and prior to completing five years of
service, he forfeits his entire account balance attributable to employer
contributions.
STOCK OPTION PLAN
The Company currently has one stock option plan, the MAIC Holdings, Inc.
Incentive Compensation Stock Plan ("Incentive Plan"). The Incentive Plan
provides for the grant of stock options to purchase Common Stock intended to
qualify as incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), non-qualified options
which are options which fail to meet one or more of the requirements of an
incentive stock option under the Code, reload options, or any other stock
options which are or may become permitted by law as well as restricted and other
stock awards. The Incentive Plan is currently administered by the Compensation
Committee of the Board of Directors which is comprised solely of the independent
directors of the Board of Directors. See "COMMITTEES OF THE BOARD OF DIRECTORS."
The objectives of the Incentive Plan are to secure and retain the services of
key employees of the Company and its subsidiaries, to provide incentives to such
key employees and to promote the success of the Company. Additionally, directors
may participate in the Incentive Plan, but only to the extent that they elect to
receive Common Stock in lieu of their regular cash compensation for services as
a director. See "DIRECTOR COMPENSATION." The Incentive Plan initially reserved a
total of 750,000 shares of Common Stock for issuance under the Incentive Plan,
subject to adjustment in accordance with certain adjustments to the total
outstanding shares of Common Stock. As of the date hereof, the Board of
Directors, upon the recommendation of the Compensation Committee, has issued
1050 shares of Common Stock to key employees as stock awards for long-term
service and 595 shares of Common Stock to directors in lieu of cash
compensation. Unless terminated earlier, the Incentive Plan will expire on
February 23, 2005.
DIRECTOR COMPENSATION
In 1996, each of the Company's independent directors earned $1,000 per
month and $500 for each day that the independent director attended a board
meeting. The independent directors were also reimbursed for travel time at the
rate of $100 per hour and for ordinary and necessary expenses incurred in
connection with attendance of such meetings ("Director Compensation"). Pursuant
to the MAIC Holdings, Inc. Director's Deferred Compensation Plan ("Director
Plan"), directors may elect to defer their Director Compensation until such time
as they no longer serve on the Board of Directors. In addition to such deferral,
the Director Plan provides that
7
<PAGE> 10
directors may elect to receive all or part of their Director Compensation in the
form of stock awards granted under the Incentive Plan. See "STOCK OPTION PLAN."
If a director elects to defer his Director Compensation, the Director Plan
requires that he elect to receive no less than 25% of his Director Compensation
in stock awards.
BOARD COMPENSATION COMMITTEE REPORT
The executive compensation policy of the Compensation Committee is to offer
competitive salaries in comparison to market practices. The Compensation
Committee establishes executive officers' compensation subjectively based upon
the guidelines described below. Base salaries have been the predominant element
in executive compensation at the Company. The Compensation Committee did not
authorize any formal performance based bonus in 1996 for the individuals named
in the Summary Compensation Table.
Historically, the Compensation Committee has considered surveys of
executive compensation of insurance companies to determine appropriate levels of
executive compensation. In 1996, the Compensation Committee reviewed such
surveys of executive compensation as well as the Company's performance over the
prior three years in determining the compensation for the two most highly
compensated executives in the Summary Compensation Table, Dr. Crowe and Mr.
Butrus. The areas of performance included direct written premiums, operating
income, total assets, capital, per share operating income and per share book
value. The Compensation Committee noted that the Company's performance improved
in all areas over the three year period in approving increases to their base
salaries. The Compensation Committee authorized Dr. Crowe to set the salaries of
the other executive officers.
In December, 1996, the Board of Directors approved a compensation plan
which (i) maintains base salaries at more competitive levels and (ii) provides
for annual incentive compensation as a percentage of the employee's salary.
Independent compensation consultants had previously advised management that the
total compensation levels for key personnel of the Company have been below
market levels, principally due to the absence of an annual incentive plan. They
also noted that the Company did not have any long term incentive compensation
plans which provided for the granting of stock options.
The plan provides that, if plan goals are met, then the Compensation
Committee may award annual incentive compensation of up to 60% of an employee's
salary. The amount of annual incentive compensation, if any, will be determined
by both objective criteria based on overall corporate performance and subjective
criteria based on individual/team performance. Annual incentive compensation
will be equally divided between short term incentive compensation payable in the
form of stock and cash and long term incentive compensation payable in the form
of stock options granted at the current market price and exercisable over a
period up to 10 years from the date of grant. The number of stock options to be
granted will be based on their present value as determined by a nationally
recognized valuation formula, i.e., Black-Scholes.
The Compensation Committee anticipates that this compensation plan will
promote the corporate goal of encouraging key employees to own equity in their
employer. In evaluating the proposed compensation package, the Compensation
Committee considered the impact on cash flow, the annual income statement, and
earnings per share as well as future tax benefits that would be available to the
Company. The Compensation Committee concluded that the proposed plan would allow
the Company to deliver a more competitive compensation package which, once the
plan has matured, would not have a significant impact on the Company's
consolidated income statement.
The stock and stock options paid as incentive compensation to key employees
will be issued under the Incentive Plan. See "STOCK OPTION PLAN."
Paul D. Everest, M.D.
Robert E. Flowers, M.D.
Leon C. Hamrick, M.D.
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<PAGE> 11
STOCK PERFORMANCE GRAPH
The following graphs are included to assess the performance of management
by comparing the market value of Common Stock with other public companies and
with public companies in the insurance industry. The graph sets forth the
cumulative total shareholder return (assuming reinvestment of dividends) to
stockholders during the five years ended on December 31, 1996, as well as an
overall stock market index (Dow Jones Equity Market Index) and a peer group
index (Dow Jones Insurance Index) for the five years ended on December 31, 1996.
Each of the market index and peer group index has been changed from last year
due to the fact that, effective September 23, 1996, Common Stock was delisted
from trading on the NASDAQ/National Market System ("NASDAQ") and listed for
trading on the New York Stock Exchange ("NYSE"). In accordance with the rules
and regulations of the Securities and Exchange Commission, the graph includes
the overall stock market index used last year (NASDAQ Stock Market -- U.S.
Companies) and the peer group index selected by the Company last year (NASDAQ
Insurance Stocks).
STOCK PERFORMANCE GRAPH
COMPARISON OF FIVE YEAR TOTAL RETURN AMONG
MAIC HOLDINGS, INC., THE NASDAQ STOCK MARKET INDEX,
THE NASDAQ INSURANCE STOCK INDEX, THE DOW
JONES EQUITY MARKET INDEX AND THE DOW JONES
INSURANCE STOCK INDEX
DECEMBER 31, 1991 - DECEMBER 31, 1996
<TABLE>
<CAPTION>
12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
<S> <C> <C> <C> <C> <C> <C>
Nasdaq Stock Market Index $100.00 $116.00 $134.00 $131.00 $185.00 $227.00
Nasdaq Insurance Stock Index $100.00 $135.00 $145.00 $136.00 $194.00 $221.00
Dow Jones Equity Market Index $100.00 $109.00 $119.00 $120.00 $167.00 $206.00
Dow Jones Insurance Index $100.00 $122.00 $123.00 $129.00 $182.00 $219.00
MAIC Holdings, Inc. $100.00 $147.00 $145.00 $182.00 $239.00 $252.00
</TABLE>
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<PAGE> 12
PROPOSAL TO AMEND CERTIFICATE
OF INCORPORATION OF MAIC HOLDINGS
The Board of Directors of the Company has determined that it would be in
the best interest of the Company to change its name from "MAIC Holdings, Inc."
to "Medical Assurance, Inc." The Board of Directors believes that "Medical
Assurance, Inc." is a name that the public and the Company's stockholders will
find more recognizable and identifiable with the Company's logo and NYSE trading
symbol, "MAI". Additionally, changing the name of the Company to "Medical
Assurance, Inc." is a necessary step towards the future unification of its name
with the names of its insurance subsidiaries (e.g., Medical Assurance of West
Virginia, Inc.).
At its meeting on December 4, 1996, the Board of Directors unanimously
approved the proposed amendment to the Certificate of Incorporation and directed
that the proposed amendment be submitted to the stockholders for approval. THE
BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE ADOPTION OF
THE PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF
THE COMPANY FROM "MAIC HOLDINGS, INC." TO "MEDICAL ASSURANCE, INC."
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company served as the Audit Committee in
1996. The Audit Committee of the Board of Directors of Mutual Assurance met with
Ernst and Young LLP in 1996. The Company's Board has reviewed and approved the
report of the Mutual Assurance Audit Committee. The Company's Board expects to
select Ernst & Young LLP as the Company's independent public accountants for the
year 1997. Representatives from Ernst & Young will be present at the Annual
Meeting, will have the opportunity to make a statement if they so desire, and
will be available to respond to appropriate questions.
ANNUAL REPORT
A copy of the Annual Report of the Company for the year ended December 31,
1996, is being mailed to you with this Notice of Annual Meeting and Proxy
Statement. No part of the Annual Report shall be regarded as proxy soliciting
material.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1996, INCLUDING THE FINANCIAL STATEMENTS, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, WILL BE FURNISHED WITHOUT CHARGE TO ANY
STOCKHOLDER OF THE COMPANY WHOSE PROXY IS SOLICITED BY THE FOREGOING PROXY
STATEMENT, UPON THE WRITTEN REQUEST OF ANY SUCH PERSON ADDRESSED TO MR. ROBERT
D. FRANCIS, SECRETARY, MAIC HOLDINGS, INC., POST OFFICE BOX 590009, BIRMINGHAM,
ALABAMA 35259-0009. SUCH REQUESTS MUST CONTAIN A GOOD FAITH REPRESENTATION BY
THE PERSON MAKING THE REQUEST THAT, AS OF APRIL 1, 1997, SUCH PERSON WAS A
BENEFICIAL OWNER OF MAIC HOLDINGS' COMMON STOCK.
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING
The Company has no present knowledge of any other matters to be presented
at the Annual Meeting. If any other matters should properly come before the
Annual Meeting, or any adjournment or postponement thereof, it is the intention
of the persons named in the accompanying Proxy to vote such Proxy in the manner
they deem best.
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<PAGE> 13
PROPOSALS OF STOCKHOLDERS
STOCKHOLDER PROPOSALS IN MAIC HOLDINGS' PROXY STATEMENT
Any stockholder of the Company desiring to make a proposal to be acted upon
at the 1998 Annual Meeting of Stockholders of the Company must present such
proposal to the Company at its principal office in Birmingham, Alabama not later
than December 18, 1997, in order for the proposal to be considered for inclusion
in the Proxy Statement for the 1998 Annual Meeting of Stockholders.
STOCKHOLDER PROPOSALS TO BE PRESENTED AT MEETINGS
The Company's Bylaws require any stockholder who desires to propose any
business at a meeting of stockholders (other than the election of directors) to
give the Company written notice within ten days following the date on which
notice of the meeting date is first given to the stockholders. The stockholder's
notice must set forth (a) a brief description of the business desired to be
brought before the meeting and the reasons for considering such matter or
matters at the meeting; (b) the name and address of the stockholder who intends
to propose such matter or matters; (c) a representation that the stockholder is
a holder of record of stock of the Company entitled to vote at such meeting and
intends to appear in person or by proxy at such meeting to propose such matter
or matters; and (d) any material interest of the stockholder in such matter or
matters.
STOCKHOLDER NOMINATIONS FOR DIRECTORS
The Company's Bylaws also require that a stockholder who desires to
nominate directors at an annual meeting of stockholders must give the Company
written notice of such stockholder's intent not later than (i) in the case of an
annual meeting ninety (90) days prior to the anniversary of the annual meeting
for the last year, or (ii) in the case of a special meeting, the close of
business on the tenth day following the date on which notice of such meeting is
first given to the stockholders. The stockholder's notice must set forth (a) the
name and address of the stockholder who intends to make the nomination and of
the person or persons to be nominated; (b) a representation that the stockholder
is a holder of record of stock of the Company entitled to vote at such meeting
(or if the record date for such meeting is subsequent to the date required for
such stockholder notice, a representation that the stockholder is a holder of
record at the time of such notice and intends to be a holder of record on the
record date for such meeting) and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
stockholder; (d) such other information regarding each nominee proposed by such
stockholder as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission had
each nominee been nominated, or intended to be nominated, by the Board of
Directors; and (e) the consent of each nominee to serve as a Director of the
Company if so elected.
The Chairman of the meeting may refuse to transact any business or to
acknowledge the nomination of any person if a stockholder has failed to comply
with the foregoing procedures.
A copy of the Company's Bylaws may be obtained upon written request at its
principal place of business.
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<PAGE> 14
APPENDIX
REVOCABLE PROXY MAIC HOLDINGS, INC.
100 BROOKWOOD PLACE
BIRMINGHAM, ALABAMA 35209
This Proxy is solicited on behalf of the Board of Directors of MAIC Holdings,
Inc. ("MAIC Holdings") for use only at the Annual Meeting of Shareholders to be
held on May 21, 1997, and at any postponement or adjournments thereof (the
"Annual Meeting").
The undersigned, being a shareholder of MAIC Holdings, hereby appoints
Robert D. Francis, James J. Morello, and Frank B. O'Neil, and each of them, as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them or any of them, to represent the undersigned at the Annual Meeting, and
thereat to act with respect to all votes that the undersigned would be entitled
to cast, if then personally present, on the following matters in accordance
with the following instructions on the reverse side hereof.
1. To elect two (2) directors of MAIC Holdings to serve for a three (3) year
term, two (2) directors to serve for a two (2) year term, and one (1)
director to serve for a one (1) year term, or in each case until his
successor is duly elected and qualified.
2. To consider and act upon the proposal to amend the MAIC Holdings
Certificate of Incorporation to change the name of MAIC Holdings from "MAIC
Holdings, Inc." to "Medical Assurance, Inc."
3. To transact such other business as may properly come before the special
meeting or any adjournment thereof.
Please mark, date and sign this Proxy on the reverse side and return
promptly using the enclosed envelope.
The undersigned acknowledges that the Annual Meeting may be postponed
or adjourned to a date subsequent to the date set forth above, and intends that
this Proxy shall be effective at the Annual Meeting after the such
postponement(s) or adjournment(s). This Proxy is revocable, and the
undersigned may revoke it at any time by delivery of written notice of such
revocation to MAIC Holdings prior to the date of the Annual Meeting, or by
attendance at the Annual Meeting.
THIS INSTRUCTION CARD IS CONTINUED ON THE REVERSE SIDE.
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY.
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<PAGE> 15
<TABLE>
<S> <C> <C> <C>
This Proxy when properly executed will be voted to the manner directed by the Please mark
undersigned If no direction is made, this Proxy will be voted FOR the director your votes as /X/
nominees and FOR the assumption and amendment of the Stock Plan. indicated in
this example.
FOR WITHHOLD
all nominees listed herein AUTHORITY
(except as marked to vote for all nominees
to the contrary listed herein
/ / / /
1 ELECTION OF FIVE (5) DIRECTORS
to serve until the year indicated or in each case
until his successor is duly elected and qualified.
Paul R. Butrus (2000)
Paul D. Everest, M.D. (2000)
Richard V. Bradley, M.D. (1999)
John P. North, Jr. (1999)
Norton E. Cowart, M.D. (1998)
2 TO APPROVE THE AMENDMENT OF THE FOR AGAINST ABSTAIN
CERTIFICATION OF INCORPORATION / / / / / /
NOTE: To withhold authority to vote for any individual
nominee, strike a line through the nominee's
name in the list above.
Signature(s) Date:
--------------------------------------------------------------------------- ------------------------------
NOTE: Please sign exactly as name appears above. When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporation name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
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</TABLE>
