-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EyZ77OBfViK5KJMhk/IVIR5bpTv+23MotOHocGSGbZ7xzpVp5aX1mNgAwS4KIhrK N2IdypvI+tvNSod6PGwRMA== 0001013698-02-000021.txt : 20021120 0001013698-02-000021.hdr.sgml : 20021120 20021120105957 ACCESSION NUMBER: 0001013698-02-000021 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021031 FILED AS OF DATE: 20021120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYMONS INTERNATIONAL GROUP INC CENTRAL INDEX KEY: 0001013698 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 351707115 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-29042 FILM NUMBER: 02834227 BUSINESS ADDRESS: STREET 1: 4720 KINGSWAY DRIVE CITY: INDIANAPOLIS STATE: IN ZIP: 46205 BUSINESS PHONE: 3172596400 MAIL ADDRESS: STREET 1: 4720 KINGSWAY DRIVE CITY: INDIANAPOLIS STATE: IN ZIP: 46205 10-Q/A 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q/A Mark One [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from _________ to ____________ Commission File Number: 0-29042 SYMONS INTERNATIONAL GROUP, INC. (Exact name of registrant as specified in its charter) INDIANA 35-1707115 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4720 Kingsway Drive Indianapolis, Indiana 46205 (Address of Principal Executive Offices) Registrant's telephone number, including area code: (317) 259-6300 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) 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 As of October 31, 2002, there were 10,385,399 shares of Registrant's no par value common stock issued and outstanding. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Exhibits - -------- 10.26 Promissory Note dated December 28, 2001 by Superior Insurance Group, Inc. to Granite Reinsurance Company, Ltd. 10.27 Promissory Note dated October 23, 2002 made by Superior Insurance Group, Inc. to Granite Reinsurance Company, Ltd. 99.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (CEO) 99.2 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (CFO) Reports on Form 8-K Filed September 18, 2002 - --------------------------------------------------- Mark A. Paul resigned his position as Vice President, Chief Financial Officer, Treasurer and Director of the Company on September 13, 2002. The Board of Directors of the Company has elected Bruce K. Dwyer as its interim Chief Financial Officer while the Company searches for a permanent replacement. Mr. Dwyer previously served as Chief Financial Officer of the Company from October 1999 to September 2000 and has been a consultant to the Company since his departure. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 on November 19, 2002. By: /s/ Douglas H. Symons ------------------------ President, Chief Executive Officer and Secretary (principal executive officer) By: /s/ Bruce K. Dwyer --------------------- Chief Financial Officer CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES - OXLEY ACT OF 2002 SYMONS INTERNATIONAL GROUP, INC. I, Douglas H. Symons, certify that: ------------------- 1. I have reviewed the quarterly report on Form 10-Q and Form 10-Q/A of Symons International Group, Inc. for the quarter ended September 30, 2002. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report. 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report. 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant, and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: November 19, 2002 By: /s/ Douglas H. Symons ------------------- ------------------------ Douglas H. Symons Chief Executive Officer CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES - OXLEY ACT OF 2002 SYMONS INTERNATIONAL GROUP, INC. -------------------------------- I, Bruce K. Dwyer, certify that: ---------------- 1. I have reviewed the quarterly report on Form 10-Q and Form 10-Q/A of Symons International Group, Inc. for the quarter ended September 30, 2002. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report. 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report. 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant, and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: November 19, 2002 ------------------- By: /s/Bruce K. Dwyer ------------------- Bruce K. Dwyer Chief Financial Officer EXHIBIT INDEX REFERENCE TO REGULATION S-K EXHIBIT NO. DOCUMENT 10.26 Promissory Note dated December 28, 2001 by Superior Insurance Group, Inc. to Granite Reinsurance Company, Ltd. 10.27 Promissory Note dated October 23, 2002 made by Superior Insurance Group, Inc. to Granite Reinsurance Company, Ltd. 99.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (CEO) 99.2 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (CFO) EXHIBIT NO. 10.26 PROMISSORY NOTE - $2,500,000 FOR VALUE RECEIVED, the undersigned, Superior Insurance Group, Inc., a Delaware corporation (hereinafter called the "Maker"), promises to pay to the order of Granite Reinsurance Company, Ltd., a Barbados corporation (hereinafter referred to as "Payee"), or order, the principal sum of Two Million Five Hundred Thousand Dollars ($2,500,000) (or such amount as Maker shall borrow hereunder) with interest at the annualized rate (adjusted monthly) equal to the sum of the following (the "Effective Rate"): (i) the prime rate of interest (the "Prime Rate", as determined below), plus (ii) five and one-quarter percent (5 1/4%); provided, however, that the Effective Rate shall not exceed eighteen percent (18%) per annum. This Note shall be paid as follows: (1) Payments of interest accrued on this Note shall be paid on the first business day of the month following any month during which any principal or interest on this Note is outstanding. Interest for any one month period shall be calculated by applying the Effective Rate (as of the 1st day of the month) on the principal amount outstanding during such month. The first payment of interest under this Note shall be February 1, 2002. (2) All principal and interest under this Note, if not sooner paid, shall be due and payable on December 20, 2004. (3) In the event any installment of principal or interest is not paid when due, interest shall be paid on the amount in default at a rate equal to eighteen percent (18%) per annum (but in no event to exceed the maximum rate of interest permitted by law). The Effective Rate for each month shall be determined on the first day of such month. The Prime Rate shall be determined on the first day of each month and shall be the prime rate as quoted in the Wall Street Journal on the first day of such month or the first day of such month for which the prime rate is published in the Wall Street Journal. Maker shall have the right to borrow from Payee under this Note, from time to time prior to December 20, 2003, an amount equal to a maximum of Two Million Five Hundred Thousand Dollars ($2,500,000). If any check tendered to the Payee by Maker for payment of any sum due hereunder is not honored and is returned to the Payee by the Maker's bank, for insufficient funds or otherwise, Payee may, at its option and upon written notice to Maker, require that all future payments by Maker be made by wire transfer, cashier's check or other certified funds acceptable to the Payee. If Payee elects to require payment by wire transfer, cashier's check or other certified funds, Payee shall have the right to return any subsequent payments that are not made by such wire transfer, cashier's check or other certified funds, and, in such case, such payment shall be deemed not to have been made by Maker. Acceptance of any payment not made by wire transfer, cashier's check or certified funds shall not constitute a waiver of Payee's continuing right to require further payments by wire transfer, cashier's check or certified funds. In the event any installment of principal or interest or any part thereof is not paid within ten (10) days of the due date thereof, such event shall constitute a default hereunder and, irrespective of whether Payee issues or records a notice of default, Maker agrees to pay a "late charge" in an amount equal to five percent (5%) of such unpaid payment, together with interest on such payment and late charge at the same rate of interest as provided in this Note. Maker acknowledges that in addition to lost interest, the late payment by Maker to Payee of amounts due as set forth above will cause Maker to incur costs not contemplated under this Note, including processing, administrative, accounting and other charges and costs, the exact amount of which will be impractical or extremely difficult to ascertain. Accordingly, the parties hereto agree that the foregoing late charge represents a fair and reasonable estimate of the costs that Payee will incur by reason of any late payment by Maker and shall be paid to Payee as liquidated damages related to such processing and administrative costs. The parties addition-ally acknowledge and agree that late charges are distinct and separate from the payment of interest on amounts in default as addressed above. The installments due hereunder are to be paid at the office of Payee or at such other place as Payee or the holder hereof may from time to time designate. Nothing herein contained shall be so construed or operate as to require the Maker to pay interest on this Note at a rate greater than that allowed by the laws of the State of Indiana, and if any provisions herein contained do, or would presently or prospectively operate to make this Note or any part thereof void, voidable, or ineffective, then those provisions only shall be held for naught and as though not herein contained and shall be without effect upon or prejudice to the remaining provisions, which shall nevertheless remain operative. Time is of the essence of this Note. In the event of default in payment of any installment when due, the Payee may at its option declare the unpaid balance of said debt due, payable and collectible. Failure to exercise this option shall not constitute a waiver of the right to exercise it at any other time when a default shall exist or continue. Maker, as well as any sureties and guarantors, severally waive notice of default, demand for payment and diligence in filing suit, and agree that time for payment of any installment may be extended from time to time without notice at the option of the holder hereof. In the event of default in payment of this Note or of default in any document given as security for this Note, and if the same is placed in the hands of an attorney for collection or foreclosure, the undersigned agrees to pay the holder's attorneys' fee and all costs of collection. In the event of default in the performance of any covenant, condition, or agreement contained in any document or agreement securing the payment of this Note, or in the event of a default by Maker or any affiliate of Maker on any indebtedness for which the assets of Maker may be applied in satisfaction of such indebtedness, then the holder of this Note shall have the unconditional right, without demand, notice, or other action, to declare the unpaid principal balance of this Note, together with interest accrued thereon, at once due and payable and to foreclose each lien securing the payment hereof, either under any power of sale contained in such documents or agreements or by court proceedings, as such holder elects. In addition, a default under this Note shall include, but not be limited to, the sale, transfer, assignment, mortgage, pledge, hypothecation or encumbrance (whether volun-tary or involuntary) of, or the execution of any agree-ment to sell, transfer, assign, mortgage, pledge, hypothe-cate or encum-ber of the whole or any portion of maker's right, title or interest in and to the collateral -without the prior written consent of the Payee unless otherwise permitted herein. If Maker shall sell, convey, transfer, assign or further encumber any collateral or any part thereof or any interest therein, whether legal or equita-ble, in any manner (whether voluntarily or involuntarily), without the written consent of Payee, which consent Payee shall have no obligation to give, Payee shall have the right, at its option, to declare the indebtedness and obligations represented hereby immedi-ately due and payable irrespective of the maturity date specified in this Note. Any consent by Payee to the trans-fer may be predicated upon any terms, conditions and covenants deemed advisable or necessary in the sole option of Payee, including, but not limited to, the right to require of the transferee assumption of personal liability on the debt represented by this Note, to approve the form and substance of all transfer and assumption documents, and to change the interest rate, date of maturity and monthly payments of the debt represented by this Note, and may be conditioned on the receipt of a fee based on a percentage of the original sum of this Note. The granting of permission for a transferee to assume the existing loan agreement, security agreement and other related documents shall not in any manner be deemed a consent to any subsequent transfer, and Payee shall retain the right of consent to such transfer or transfers on the terms and conditions stated above. Consent, whether expressed or implied, to one such transaction shall not be deemed to be a waiver of the right of such consent to further or successive transactions. Any por-tion of this covenant which may be held by any court of competent jurisdiction to be un-enforceable shall be deemed several and the balance of this covenant shall be fully enforceable. Consent to such sale or transfer or to any subsequent sale or trans-fer shall not be deemed to constitute consent to any subse-quent sale or transfer or a waiver of any rights of Payee not to so consent. DATED: December 28, 2001 Superior Insurance Group, Inc. By: s/ Gene S. Yerant -------------------- Gene S. Yerant, President EXHIBIT NO. 10.27 PROMISSORY NOTE - $1,000,000 FOR VALUE RECEIVED, the undersigned, Superior Insurance Group, Inc., a Delaware corporation (hereinafter called the "Maker"), promises to pay to the order of Granite Reinsurance Company, Ltd., a Barbados corporation (hereinafter referred to as "Payee"), or order, the principal sum of One Million Dollars ($1,000,000) (or such lesser amount as Maker shall borrow hereunder) with interest at the annualized rate (adjusted monthly) equal to the sum of the following (the "Effective Rate"): (i) the prime rate of interest (the "Prime Rate", as determined below), plus (ii) five and one-quarter percent (5 1/4%); provided, however, that the Effective Rate shall not exceed eighteen percent (18%) per annum. This Note shall be paid as follows: (1) Payments of interest accrued on this Note shall be paid on the first business day of the month following any month during which any principal or interest on this Note is outstanding. Interest for any one month period shall be calculated by applying the Effective Rate (as of the 1st day of the month) on the principal amount outstanding during such month. The first payment of interest under this Note shall be December 1, 2002. (2) All principal and interest under this Note, if not sooner paid, shall be due and payable on November 30, 2004. (3) In the event any installment of principal or interest is not paid when due, interest shall be paid on the amount in default at a rate equal to eighteen percent (18%) per annum (but in no event to exceed the maximum rate of interest permitted by law). The Effective Rate for each month shall be determined on the first day of such month. The Prime Rate shall be determined on the first day of each month and shall be the prime rate as quoted in the Wall Street Journal on the first day of such month or the first day of such month for which the prime rate is published in the Wall Street Journal. Maker shall have the right to borrow from Payee under this Note, from time to time prior to December 20, 2002, an amount equal to a maximum of One Million Dollars ($1,000,000). If any check tendered to the Payee by Maker for payment of any sum due hereunder is not honored and is returned to the Payee by the Maker's bank, for insufficient funds or otherwise, Payee may, at its option and upon written notice to Maker, require that all future payments by Maker be made by wire transfer, cashier's check or other certified funds acceptable to the Payee. If Payee elects to require payment by wire transfer, cashier's check or other certified funds, Payee shall have the right to return any subsequent payments that are not made by such wire transfer, cashier's check or other certified funds, and, in such case, such payment shall be deemed not to have been made by Maker. Acceptance of any payment not made by wire transfer, cashier's check or certified funds shall not constitute a waiver of Payee's continuing right to require further payments by wire transfer, cashier's check or certified funds. In the event any installment of principal or interest or any part thereof is not paid within ten (10) days of the due date thereof, such event shall constitute a default hereunder and, irrespective of whether Payee issues or records a notice of default, Maker agrees to pay a "late charge" in an amount equal to five percent (5%) of such unpaid payment, together with interest on such payment and late charge at the same rate of interest as provided in this Note. Maker acknowledges that in addition to lost interest, the late payment by Maker to Payee of amounts due as set forth above will cause Maker to incur costs not contemplated under this Note, including processing, administrative, accounting and other charges and costs, the exact amount of which will be impractical or extremely difficult to ascertain. Accordingly, the parties hereto agree that the foregoing late charge represents a fair and reasonable estimate of the costs that Payee will incur by reason of any late payment by Maker and shall be paid to Payee as liquidated damages related to such processing and administrative costs. The parties addition-ally acknowledge and agree that late charges are distinct and separate from the payment of interest on amounts in default as addressed above. The installments due hereunder are to be paid at the office of Payee or at such other place as Payee or the holder hereof may from time to time designate. Nothing herein contained shall be so construed or operate as to require the Maker to pay interest on this Note at a rate greater than that allowed by the laws of the State of Indiana, and if any provisions herein contained do, or would presently or prospectively operate to make this Note or any part thereof void, voidable, or ineffective, then those provisions only shall be held for naught and as though not herein contained and shall be without effect upon or prejudice to the remaining provisions, which shall nevertheless remain operative. Time is of the essence of this Note. In the event of default in payment of any installment when due, the Payee may at its option declare the unpaid balance of said debt due, payable and collectible. Failure to exercise this option shall not constitute a waiver of the right to exercise it at any other time when a default shall exist or continue. Maker, as well as any sureties and guarantors, severally waive notice of default, demand for payment and diligence in filing suit, and agree that time for payment of any installment may be extended from time to time without notice at the option of the holder hereof. In the event of default in payment of this Note or of default in any document given as security for this Note, and if the same is placed in the hands of an attorney for collection or foreclosure, the undersigned agrees to pay the holder's attorneys' fee and all costs of collection. In the event of default in the performance of any covenant, condition, or agreement contained in any document or agreement securing the payment of this Note, or in the event of a default by Maker or any affiliate of Maker on any indebtedness for which the assets of Maker may be applied in satisfaction of such indebtedness, then the holder of this Note shall have the unconditional right, without demand, notice, or other action, to declare the unpaid principal balance of this Note, together with interest accrued thereon, at once due and payable and to foreclose each lien securing the payment hereof, either under any power of sale contained in such documents or agreements or by court proceedings, as such holder elects. In addition, a default under this Note shall include, but not be limited to, the sale, transfer, assignment, mortgage, pledge, hypothecation or encumbrance (whether volun-tary or involuntary) of, or the execution of any agree-ment to sell, transfer, assign, mortgage, pledge, hypothe-cate or encum-ber of the whole or any portion of maker's right, title or interest in and to the collateral -without the prior written consent of the Payee unless otherwise permitted herein. If Maker shall sell, convey, transfer, assign or further encumber any collateral or any part thereof or any interest therein, whether legal or equita-ble, in any manner (whether voluntarily or involuntarily), without the written consent of Payee, which consent Payee shall have no obligation to give, Payee shall have the right, at its option, to declare the indebtedness and obligations represented hereby immedi-ately due and payable irrespective of the maturity date specified in this Note. Any consent by Payee to the trans-fer may be predicated upon any terms, conditions and covenants deemed advisable or necessary in the sole option of Payee, including, but not limited to, the right to require of the transferee assumption of personal liability on the debt represented by this Note, to approve the form and substance of all transfer and assumption documents, and to change the interest rate, date of maturity and monthly payments of the debt represented by this Note, and may be conditioned on the receipt of a fee based on a percentage of the original sum of this Note. The granting of permission for a transferee to assume the existing loan agreement, security agreement and other related documents shall not in any manner be deemed a consent to any subsequent transfer, and Payee shall retain the right of consent to such transfer or transfers on the terms and conditions stated above. Consent, whether expressed or implied, to one such transaction shall not be deemed to be a waiver of the right of such consent to further or successive transactions. Any por-tion of this covenant which may be held by any court of competent jurisdiction to be un-enforceable shall be deemed severable and the balance of this covenant shall be fully enforceable. Consent to such sale or transfer or to any subsequent sale or trans-fer shall not be deemed to constitute consent to any subse-quent sale or transfer or a waiver of any rights of Payee not to so consent. DATED: October 23, 2002 Superior Insurance Group, Inc. By: s/ Douglas H. Symons ----------------------- Douglas H. Symons, President EXHIBIT 99.1 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Douglas H. Symons, Chief Executive Officer of Symons International Group, Inc. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge: (1)the Quarterly Report on Form 10-Q and Form 10-Q/A of the Company for the quarterly period ended September 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: November 19, 2002 By: /s/ Douglas H. Symons ------------------------ Douglas H. Symons Chief Executive Officer EXHIBIT 99.2 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Bruce K. Dwyer, Chief Financial Officer of Symons International Group, Inc. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge: (1)the Quarterly Report on Form 10-Q and 10-Q/A of the Company for the quarterly period ended September 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: November 19, 2002 By: /s/ Bruce K. Dwyer --------------------- Bruce K. Dwyer Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----