-----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, D1Jx1OtuO5nZR1Uqgo50+PXE2Bu62dAQh8XDX5oxxb34jMhhmtxA5oGadKizIWrg BWb5J22gZ824CIkKfEIECA== 0000897069-00-000213.txt : 20000406 0000897069-00-000213.hdr.sgml : 20000406 ACCESSION NUMBER: 0000897069-00-000213 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000405 GROUP MEMBERS: CAYMAN NATIONAL TRUST CO., LTD. GROUP MEMBERS: IND FDN FOR PURSUIT OF CHARITABLE ENDEAVORS, LTD. GROUP MEMBERS: VENTURE CAPITAL CORPORATION GROUP MEMBERS: VENTURE II TRUST CAYMAN TRUST GROUP MEMBERS: WESTERN INTERNATIONAL INSURANCE COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INSURANCE MANAGEMENT SOLUTIONS GROUP INC CENTRAL INDEX KEY: 0001063167 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 593422536 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-58027 FILM NUMBER: 594168 BUSINESS ADDRESS: STREET 1: 360 CENTRAL AVENUE CITY: ST PETERSBURG STATE: FL ZIP: 33701 BUSINESS PHONE: 7278032040 MAIL ADDRESS: STREET 1: 360 CENTRAL AVENUE CITY: ST PETERSBURG STATE: FL ZIP: 33701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VENTURE II TRUST CAYMAN TRUST CENTRAL INDEX KEY: 0001108364 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: P O BOX 1369 STREET 2: GRAND CAYMAN ISLANDS CITY: BRITISH WEST INDIES BUSINESS PHONE: 7278234000 SC 13G 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___*) Insurance Management Solutions Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 0001063167 ----------------------------------------------------- (CUSIP Number) 12/31/99 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 20 Pages - -------------------------------------- CUSIP No. 0001063167 - -------------------------------------- ====== ========================================================================= 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Independent Foundation for the Pursuit of Charitable Endeavors, Ltd. ====== ========================================================================= 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] ====== ========================================================================= 3 SEC USE ONLY ====== ========================================================================= 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman ======================= ====== ================================================= NUMBER OF 5 SOLE VOTING POWER SHARES 0 ====== ================================================= BENEFICIALLY 6 SHARED VOTING POWER OWNED BY See item 4 ====== ================================================= EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 ====== ================================================= PERSON 8 SHARED DISPOSITIVE POWER WITH See item 4 ====== ========================================================================= 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See item 4 ====== ========================================================================= 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ====== ========================================================================= 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 See item 4 ====== ========================================================================= 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO ====== ========================================================================= Page 2 of 20 Pages - -------------------------------------- CUSIP No. 0001063167 - -------------------------------------- ====== ========================================================================= 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cayman National Trust Co., Ltd. ====== ========================================================================= 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] ====== ========================================================================= 3 SEC USE ONLY ====== ========================================================================= 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman ======================= ====== ================================================= NUMBER OF 5 SOLE VOTING POWER SHARES 0 ====== ================================================= BENEFICIALLY 6 SHARED VOTING POWER OWNED BY See item 4 ====== ================================================= EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 ====== ================================================= PERSON 8 SHARED DISPOSITIVE POWER WITH See item 4 ====== ========================================================================= 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See item 4 ====== ========================================================================= 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ====== ========================================================================= 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 See item 4 ====== ========================================================================= 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO ====== ========================================================================= Page 3 of 20 Pages - -------------------------------------- CUSIP No. 0001063167 - -------------------------------------- ====== ========================================================================= 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Venture II Trust ====== ========================================================================= 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] ====== ========================================================================= 3 SEC USE ONLY ====== ========================================================================= 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman ======================= ====== ================================================= NUMBER OF 5 SOLE VOTING POWER SHARES 0 ====== ================================================= BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 700,000 (see item 4) ====== ================================================= EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 ====== ================================================= PERSON 8 SHARED DISPOSITIVE POWER WITH 700,000 (see item 4) ====== ========================================================================= 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 700,000 (see item 4) ====== ========================================================================= 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ====== ========================================================================= 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.5% (see item 4) ====== ========================================================================= 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO ====== ========================================================================= Page 4 of 20 Pages - -------------------------------------- CUSIP No. 0001063167 - -------------------------------------- ====== ========================================================================= 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Venture Capital Corporation ====== ========================================================================= 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] ====== ========================================================================= 3 SEC USE ONLY ====== ========================================================================= 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman ======================= ====== ================================================= NUMBER OF 5 SOLE VOTING POWER SHARES 0 ====== ================================================= BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 700,000 (see item 4) ====== ================================================= EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 ====== ================================================= PERSON 8 SHARED DISPOSITIVE POWER WITH 700,000 (see item 4) ====== ========================================================================= 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 700,000 (see item 4) ====== ========================================================================= 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ====== ========================================================================= 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.5% ====== ========================================================================= 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO ====== ========================================================================= Page 5 of 20 Pages - -------------------------------------- CUSIP No. 0001063167 - -------------------------------------- ====== ========================================================================= 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Western International Insurance Company ====== ========================================================================= 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] ====== ========================================================================= 3 SEC USE ONLY ====== ========================================================================= 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman ======================= ====== ================================================= NUMBER OF 5 SOLE VOTING POWER SHARES 0 ====== ================================================= BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 700,000 (see item 4) ====== ================================================= EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 ====== ================================================= PERSON 8 SHARED DISPOSITIVE POWER WITH 700,000 (see item 4) ====== ========================================================================= 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 700,000 (see item 4) ====== ========================================================================= 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ====== ========================================================================= 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.5% ====== ========================================================================= 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IC ====== ========================================================================= Page 6 of 20 Pages - -------------------------------------- CUSIP No. 0001063167 - -------------------------------------- Item 1(a). Name of Issuer: Insurance Management Solutions Group, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 360 Central Avenue St. Petersburg, Florida 33701 Item 2(a). Name of Person Filing: This statement is filed jointly by each of the following persons pursuant to Rule 13d-1(k) promulgated under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"): (i) Independent Foundation for the Pursuit of Charitable Endeavors, Ltd., ("IFPCE"), a not for profit Cayman company which possesses certain discretionary powers with respect to the appointment of certain trusts which may be deemed to beneficially own shares of Common Stock; (ii) Western International Insurance Company, a Cayman corporation ("Western"), as a direct beneficial owner of Common Stock; (iii) Venture Capital Corporation, a Cayman corporation ("Venture"), as the direct parent corporation of Western, (iv) Venture II Trust ("Venture Trust"), a discretionary charitable trust which owns all of the outstanding shares of Venture; and (v) Cayman National Trust Co., Ltd., a Cayman corporation ("Cayman National"), as the sole trustee of Venture Trust. Information with respect to each of the reporting persons is given solely by such reporting person, and no reporting person assumes responsibility for the accuracy or completeness of information provided by another reporting person. By their signatures on this statement, each of the reporting persons agrees that this statement is filed on behalf of such reporting person. Page 7 of 20 Pages - -------------------------------------- CUSIP No. 0001063167 - -------------------------------------- Item 2(b). Address of Principal Business Office or, if none, Residence: Independent Foundation for the P.O. Box 1369 GT Pursuit of Charitable Fort Street Endeavors, Ltd. Grand Cayman, Cayman Islands Venture Capital Corporation British West Indies Venture II Trust Western International Insurance Company Cayman National Trust Co., Ltd. 200 Elgin Avenue P.O. Box 1790 GT Grand Cayman, Cayman Islands British West Indies Item 2(c). Citizenship: See Item 2(a). Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 0001063167 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not applicable Page 8 of 20 Pages - -------------------------------------- CUSIP No. 0001063167 - -------------------------------------- Item 4. Ownership (a)-(b) As of January 31, 2000, Western was the registered owner of 700,000 shares of the Issuer's Common Stock, or approximately 5.5% of the outstanding Common Stock. By virtue of the relationship between Western and each of Venture, Venture Trust and Cayman National, each of Venture, Venture Trust and Cayman National may be deemed to possess indirect beneficial ownership of the shares of the Issuer's Common Stock beneficially owned by Western. IFPCE is a not for profit corporation that possesses certain discretionary powers with respect to Venture Trust and Bankers International Financial Corporation II Trust (the "BIFC Trust"), an entity unrelated to Venture Trust. As of January 31, 2000, the BIFC Trust, a discretionary charitable trust, and its affiliates, may have been deemed to possess indirect beneficial ownership of 8,021,400 shares of the Issuer's Common Stock or approximately 63.3% of the outstanding Common Stock. Pursuant to each trust's declaration of trust, IFPCE possesses the discretionary power to (i) direct the trustee to appoint the trust fund to another trust for the benefit of the beneficiaries and (ii) remove the trustee and appoint one or more new trustees. The filing of this statement by IFPCE and Cayman National shall not be construed as an admission that either IFPCE or Cayman National is for the purposes of Section 13(d) or Section 13(g) of the Exchange Act, the beneficial owner of (or possesses the power to vote or direct the vote of) any securities covered by this statement. (c)
Sole Shared Sole Shared Reporting Voting Voting Dispositive Dispositive Person Power Power Power Power --------- ------ ------ ----------- ----------- Independent Foundation for the Pursuit of Charitable See Item See Item Endeavors, Ltd. 0 4(a)-(b) 0 4(a)-(b) Cayman National Trust Co., See item See item Ltd. 0 4(a)-(b) 0 4(a)-(b) Venture II Trust 0 700,000 0 700,000 Venture Capital Corporation 0 700,000 0 700,000 Western International Insurance Company 0 700,000 0 700,000
Page 9 of 20 Pages - -------------------------------------- CUSIP No. 0001063167 - -------------------------------------- Item 5. Ownership of Five Percent or Less of a Class. Not applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable Item 8. Identification and Classification of Members of the Group. Not applicable Item 9. Notice of Dissolution of Group. Not applicable Item 10. Certification. Not applicable Page 10 of 20 Pages SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: March 22, 2000 INDEPENDENT FOUNDATION FOR THE PURSUIT OF CHARITABLE ENDEAVORS, LTD. By: /s/ David K. Meehan ----------------------------------- Name: David K. Meehan Attorney-in-fact CAYMAN NATIONAL TRUST CO., LTD. By: /s/ David K. Meehan ----------------------------------- Name: David K. Meehan Attorney-in-fact VENTURE II TRUST By: /s/ David K. Meehan ----------------------------------- Name: David K. Meehan Attorney-in-fact VENTURE CAPITAL CORPORATION By: /s/ David K. Meehan ----------------------------------- Name: David K. Meehan Attorney-in-fact Page 11 of 20 Pages WESTERN INTERNATIONAL INSURANCE COMPANY By: /s/ David K. Meehan ----------------------------------- Name: David K. Meehan Attorney-in-fact Page 12 of 20 Pages Exhibits 1 Agreement of Joint Filing, dated March 22, 2000, among Independent Foundation for the Pursuit of Charitable Endeavors, Ltd., Cayman National Trust Co., Ltd., Venture II Trust, Venture Capital Corporation and Western International Insurance Company. 2 Power of Attorney for each of Independent Foundation for the Pursuit of Charitable Endeavors, Ltd., Cayman National Trust Co., Ltd., Venture II Trust, Venture Capital Corporation and Western International Insurance Company. Page 13 of 20 Pages EX-99.1 2 AGREEMENT OF JOINT FILING Exhibit 1 AGREEMENT OF JOINT FILING AGREEMENT dated as of March 22, 2000 among Independent Foundation for the Pursuit of Charitable Endeavors, Ltd., Cayman National Trust Co., Ltd., Venture II Trust, Venture Capital Corporation and Western International Insurance Company. WHEREAS, pursuant to paragraph (k) of Rule 13d-1 promulgated under Subsection 13(d)(1) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), the parties hereto have decided to satisfy their filing obligations under the 1934 Act by a single joint filing: NOW, THEREFORE, the undersigned hereby agree as follows: 1. The Schedule 13G with respect to Insurance Management Solutions Group, Inc., to which this Agreement is attached as Exhibit 1, as well as all future amendments to such Statement, shall be filed jointly on behalf of Independent Foundation for the Pursuit of Charitable Endeavors, Ltd., Cayman National Trust Co., Ltd., Venture II Trust, Venture Capital Corporation and Western International Insurance Company. 2. Each of Independent Foundation for the Pursuit of Charitable Endeavors, Ltd., Cayman National Trust Co., Ltd., Venture II Trust, Venture Capital Corporation and Western International Insurance Company is responsible for the completeness and accuracy of the information concerning such person contained therein; provided that each person is not responsible for the completeness or accuracy of the information concerning any other person making such filing. IN WITNESS WHEREOF, the undersigned hereunto set their hands as of the date first above written. INDEPENDENT FOUNDATION FOR THE PURSUIT OF CHARITABLE ENDEAVORS, LTD. By: /s/ David K. Meehan ----------------------------------- Name: David K. Meehan Attorney-in-fact CAYMAN NATIONAL TRUST CO., LTD. By: /s/ David K. Meehan ----------------------------------- Name: David K. Meehan Attorney-in-fact Page 14 of 20 Pages VENTURE II TRUST By: /s/ David K. Meehan ----------------------------------- Name: David K. Meehan Attorney-in-fact VENTURE CAPITAL CORPORATION By: /s/ David K. Meehan ----------------------------------- Name: David K. Meehan Attorney-in-fact WESTERN INTERNATIONAL INSURANCE COMPANY By: /s/ David K. Meehan ----------------------------------- Name: David K. Meehan Attorney-in-fact Page 15 of 20 Pages EX-99.2 3 POWER OF ATTORNEY POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of David K. Meehan, Jeffrey S. Bragg and Kelly K. King, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as a more than 5% shareholder of Insurance Management Solutions Group, Inc. (the "Company"), any and all forms, applications and other documents as may be necessary or advisable for the undersigned to file under the Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act"), including, without limitation, Forms 3, 4 and 5 and Schedules 13D and 13G, and any amendments thereto, in accordance with Section 16(a) and Section 13(d), respectively, of the Exchange Act (collectively, "Documents"); and (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Documents and timely file such Documents with the United States Securities and Exchange Commission and any stock exchange or similar authority. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Documents with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of February, 1999. INDEPENDENT FOUNDATION FOR THE PURSUIT OF CHARITABLE ENDEAVORS, LTD. By: /s/ Barry B. Benjamin ------------------------------------- Name: Barry B. Benjamin Title: President Page 16 of 20 Pages POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of David K. Meehan, Jeffrey S. Bragg and Kelly K. King, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as a more than 5% shareholder of Insurance Management Solutions Group, Inc. (the "Company"), any and all forms, applications and other documents as may be necessary or advisable for the undersigned to file under the Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act"), including, without limitation, Forms 3, 4 and 5 and Schedules 13D and 13G, and any amendments thereto, in accordance with Section 16(a) and Section 13(d), respectively, of the Exchange Act (collectively, "Documents"); and (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Documents and timely file such Documents with the United States Securities and Exchange Commission and any stock exchange or similar authority. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Documents with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of February, 1999. VENTURE CAPITAL CORPORATION By: /s/ Barry B. Benjamin ------------------------------------- Name: Barry B. Benjamin Title: President Page 17 of 20 Pages POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Bankers Insurance Group, Inc., David K. Meehan, David M. Howard and Chris Breakiron, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as a more than 5% shareholder of Insurance Management Solutions Group, Inc. (the "Company"), any and all forms, applications and other documents as may be necessary or advisable for the undersigned to file under the Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act"), including, without limitation, Forms 3, 4 and 5 and Schedules 13D and 13G, and any amendments thereto, in accordance with Section 16(a) and Section 13(d), respectively, of the Exchange Act or Agreements of Joint Filing or form substantially similar to that which is attached hereto as Exhibit A and by reference made a part hereof (collectively, "Documents"); and (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Documents and timely file such Documents with the United States Securities and Exchange Commission and any stock exchange or similar authority. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Documents with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of March, 2000. CAYMAN NATIONAL TRUST CO., LTD. By: /s/ ------------------------------------- Name: Title: Secretary/Director Page 18 of 20 Pages POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Venture Capital Corporation, David K. Meehan, Jeffrey S. Bragg and Kelly K. King, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as a more than 5% shareholder of Insurance Management Solutions Group, Inc. (the "Company"), any and all forms, applications and other documents as may be necessary or advisable for the undersigned to file under the Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act"), including, without limitation, Forms 3, 4 and 5 and Schedules 13D and 13G, and any amendments thereto, in accordance with Section 16(a) and Section 13(d), respectively, of the Exchange Act (collectively, "Documents"); and (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Documents and timely file such Documents with the United States Securities and Exchange Commission and any stock exchange or similar authority. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Documents with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of February, 1999. VENTURE II TRUST By: Cayman National Trust Co. Ltd. as trustees for the Venture II Trust By: /s/ John Law/Fiona Keane ------------------------------------- Name: John Law/Fiona Keane Title: President/Trust Officer Page 19 of 20 Pages POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Bankers Insurance Group, Inc., David K. Meehan, David M. Howard and Chris P. Breakiron, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as a more than 5% shareholder of Insurance Management Solutions Group, Inc. (the "Company"), any and all forms, applications and other documents as may be necessary or advisable for the undersigned to file under the Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act"), including, without limitation, Forms 3, 4 and 5 and Schedules 13D and 13G, and any amendments thereto, in accordance with Section 16(a) and Section 13(d), respectively, of the Exchange Act or Agreements of Joint Filing or form substantially similar to that which is attached hereto as Exhibit A and by reference made a part hereof (collectively, "Documents"); and (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Documents and timely file such Documents with the United States Securities and Exchange Commission and any stock exchange or similar authority. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Documents with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 22nd day of March, 2000. WESTERN INTERNATIONAL INSURANCE COMPANY By: /s/ Barry B. Benjamin ------------------------------------- Name: Barry B. Benjamin Title: President Page 20 of 20 Pages -----END PRIVACY-ENHANCED MESSAGE-----