-----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, AHcO9BlgRns/CA66xLuxOuuZNY/LuRX8wF+ZuGkVxU9cRrSJQ5P1slCWIHteHxPV VSZ4iAMyI9s8POpdrjTyiw== 0000897069-00-000214.txt : 20000406 0000897069-00-000214.hdr.sgml : 20000406 ACCESSION NUMBER: 0000897069-00-000214 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000405 GROUP MEMBERS: BANKERS FINANCIAL CORPORATION GROUP MEMBERS: BANKERS INSURANCE COMPANY GROUP MEMBERS: BANKERS INSURANCE GROUP INC GROUP MEMBERS: BANKERS INTERNATIONAL FINANCIAL CORPORATION GROUP MEMBERS: BANKERS INTERNATIONAL FINANCIAL CORPORATION II TRUST GROUP MEMBERS: BANKERS INTERNATIONAL FINANCIAL CORPORATION, LTD. 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: 594173 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: BANKERS INSURANCE GROUP INC CENTRAL INDEX KEY: 0001084422 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 591673013 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 360 CENTRAL AVE CITY: ST PETERSBURG STATE: FL ZIP: 33701 BUSINESS PHONE: 7278234000 MAIL ADDRESS: STREET 1: 360 CENTRAL AVENUE CITY: ST. PETERSBURG STATE: FL ZIP: 337081 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 15 Pages - -------------------------------------------- CUSIP No. 0001063167 - -------------------------------------------- ========= ====================================================================== 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bankers Insurance Group, Inc. ========= ====================================================================== 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 Florida ========= ============= ====== ================================================= 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY ====== ================================================= OWNED BY 6 SHARED VOTING POWER EACH 8,021,400 (see item 4) REPORTING ====== ================================================= PERSON 7 SOLE DISPOSITIVE POWER WITH 0 ====== ================================================= 8 SHARED DISPOSITIVE POWER 8,021,400 (see item 4) ========= ====================================================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,021,400 (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 63.3% ========= ====================================================================== 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC ========= ====================================================================== Page 2 of 15 Pages - -------------------------------------------- CUSIP No. 0001063167 - -------------------------------------------- ========= ====================================================================== 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bankers 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 Florida ========= ============= ====== ================================================= 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY ====== ================================================= OWNED BY 6 SHARED VOTING POWER EACH 3,449,971 (see item 4) REPORTING ====== ================================================= PERSON 7 SOLE DISPOSITIVE POWER WITH 0 ====== ================================================= 8 SHARED DISPOSITIVE POWER 3,449,971 (see item 4) ========= ====================================================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,449,971 (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 27.2% ========= ====================================================================== 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IC ========= ====================================================================== Page 3 of 15 Pages - -------------------------------------------- CUSIP No. 0001063167 - -------------------------------------------- ======== ======================================================================= 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bankers Financial 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 Florida ========= ============= ====== ================================================= 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY ====== ================================================= OWNED BY 6 SHARED VOTING POWER EACH 8,021,400 (see item 4) REPORTING ====== ================================================= PERSON 7 SOLE DISPOSITIVE POWER WITH 0 ====== ================================================= 8 SHARED DISPOSITIVE POWER 8,021,400 (see item 4) ========= ====================================================================== 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,021,400 (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 63.3% ========= ====================================================================== 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO ========= ====================================================================== Page 4 of 15 Pages - -------------------------------------------- CUSIP No. 0001063167 - -------------------------------------------- ========= ====================================================================== 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bankers International Financial 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 Florida ========= ============= ====== ================================================= 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY ====== ================================================= OWNED BY 6 SHARED VOTING POWER EACH See item 4 REPORTING ====== ================================================= PERSON 7 SOLE DISPOSITIVE POWER WITH 0 ====== ================================================= 8 SHARED DISPOSITIVE POWER 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) CO ========= ====================================================================== Page 5 of 15 Pages - -------------------------------------------- CUSIP No. 0001063167 - -------------------------------------------- ======== ====================================================================== 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bankers International Financial Corporation, 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 ======================= ====== ================================================= 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY ====== ================================================= OWNED BY 6 SHARED VOTING POWER EACH See item 4 REPORTING ====== ================================================= PERSON 7 SOLE DISPOSITIVE POWER WITH 0 ====== ================================================= 8 SHARED DISPOSITIVE POWER 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 6 of 15 Pages - -------------------------------------------- CUSIP No. 0001063167 - -------------------------------------------- ======== ====================================================================== 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bankers International Financial Corporation 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 ======================= ====== ================================================= 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY ====== ================================================= OWNED BY 6 SHARED VOTING POWER EACH See item 4 REPORTING ====== ================================================= PERSON 7 SOLE DISPOSITIVE POWER WITH 0 ====== ================================================= 8 SHARED DISPOSITIVE POWER 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 7 of 15 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: (i) Bankers Insurance Group, Inc., a Florida corporation ("BIG"), as a direct beneficial owner of Common Stock; (ii) Bankers Insurance Company, a Florida corporation and wholly-owned subsidiary of BIG ("BIC"), as a direct beneficial owner of Common Stock; (iii) Bankers Financial Corporation ("BFC"), Bankers International Financial Corporation ("BIFC") and Bankers International Financial Corporation, Ltd. ("BIFC Ltd."), all of which are Florida corporations, except BIFC, Ltd., which is a Cayman corporation, as the direct, indirect and ultimate parent corporations, respectively, of BIG; and (iv) Bankers International Financial Corporation II Trust ("BIFC Trust"), a discretionary charitable trust which owns all of the outstanding shares of BIFC Ltd. 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. Item 2(b). Address of Principal Business Office or, if none, Residence: Bankers Insurance Group, Inc. 360 Central Avenue Bankers Insurance Company St. Petersburg, FL 33701 Bankers Financial Corporation Bankers International Financial Corporation Bankers International Ansbacher House Financial Corporation, Ltd. Jeanette Street Bankers International P.O. Box 887 Financial Corporation George Town, Grand Cayman II Trust British West Indies Item 2(c). Citizenship: See Item 2(a). Item 2(d). Title of Class of Securities: Common Stock Page 8 of 15 Pages - -------------------------------------------- CUSIP No. 0001063167 - -------------------------------------------- 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 Item 4. Ownership (a)-(b) As of January 31, 2000, BIG was the registered owner of 4,571,429 shares of the Issuer's Common Stock, or approximately 36.1% of the outstanding Common Stock and BIC was the registered owner of 3,449,971 shares of the Issuer's Common Stock, or approximately 27.2% of the outstanding Common Stock. By virtue of the relationships between BIG and BIC and BFC, BIFC, BIFC Ltd. and BIFC Trust, each of such entities may be deemed to possess indirect beneficial ownership of the shares of Common Stock beneficially owned by BIG and BIC, which represent an aggregate of 8,021,400 shares of the Issuer's Common Stock or approximately 63.3% of the outstanding Common Stock. (c)
Sole Shared Sole Shared Reporting Voting Voting Dispositive Dispositive Person Power Power Power Power Bankers Insurance Group, Inc. 0 8,021,400 0 8,021,400 Bankers Insurance Company 0 3,449,971 0 3,449,971 Bankers Financial Corporation 0 8,021,400 0 8,021,400 Bankers International Financial Corporation 0 See item 4(a)-(b) 0 See item 4(a)-(b) Bankers International Financial Corporation, Ltd. 0 See item 4(a)-(b) 0 See item 4(a)-(b) Bankers International Financial Corporation II Trust 0 See item 4(a)-(b) 0 See item 4(a)-(b)
Item 5. Ownership of Five Percent or Less of a Class. Not applicable Page 9 of 15 Pages - -------------------------------------------- CUSIP No. 0001063167 - -------------------------------------------- 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 15 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. BANKERS INSURANCE GROUP, INC. Date: February 7, 2000 By: /s/ David K. Meehan ----------------------------------- Name: David K. Meehan Title: Vice Chairman BANKERS INSURANCE COMPANY By: /s/ David K. Meehan ----------------------------------- Name: David K. Meehan Title: Vice Chairman BANKERS FINANCIAL CORPORATION By: /s/ David K. Meehan ----------------------------------- Name: David K. Meehan Title: Vice Chairman BANKERS INTERNATIONAL FINANCIAL CORPORATION By: /s/ David K. Meehan ----------------------------------- Name: David K. Meehan Title: Attorney-in-fact under Power dated 2/8/99 Page 11 of 15 Pages BANKERS INTERNATIONAL FINANCIAL CORPORATION, LTD. By: /s/ David K. Meehan ----------------------------------- Name: David K. Meehan Title: Attorney-in-fact under Power dated 2/8/99 BANKERS INTERNATIONAL FINANCIAL CORPORATION II TRUST By: /s/ David K. Meehan ----------------------------------- Name: David K. Meehan Title: Attorney-in-fact under Power dated 2/8/99 Page 12 of 15 Pages Exhibits 1 Agreement of Joint Filing, dated February 7, 2000, among Bankers Insurance Group, Inc., Bankers Insurance Company, Bankers Financial Corporation, Bankers International Financial Corporation, Bankers International Financial Corporation, Ltd., and Bankers International Financial Corporation II Trust. 2 Powers of Attorney dated February 8, 1999 for each of Bankers International Financial Corporation, Bankers International Financial Corporation, Ltd. and Bankers International Financial Corporation II Trust. Page 13 of 15 Pages EX-99.1 2 JOINT FILING AGREEMENT Exhibit 1 AGREEMENT OF JOINT FILING AGREEMENT dated as of February 7, 2000 among Bankers Insurance Group, Inc., Bankers Insurance Company, Bankers Financial Corporation, Bankers International Financial Corporation, Bankers International Financial Corporation, Ltd., and Bankers International Financial Corporation II Trust. 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 Bankers Insurance Group, Inc., Bankers Insurance Company, Bankers Financial Corporation, Bankers International Financial Corporation, Bankers International Financial Corporation, Ltd., and Bankers International Financial Corporation II Trust. 2. Each of Bankers Insurance Group, Inc., Bankers Insurance Company, Bankers Financial Corporation, Bankers International Financial Corporation, Bankers International Financial Corporation, Ltd., and Bankers International Financial Corporation II Trust 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. BANKERS INSURANCE GROUP, INC. By: /s/ David K. Meehan ----------------------------------- Name: David K. Meehan Title: Vice Chairman BANKERS INSURANCE COMPANY By: /s/ David K. Meehan ----------------------------------- Name: David K. Meehan Title: Vice Chairman Page 14 of 15 Pages BANKERS FINANCIAL CORPORATION By: /s/ David K. Meehan ----------------------------------- Name: David K. Meehan Title: Vice Chairman BANKERS INTERNATIONAL FINANCIAL CORPORATION By: /s/ David K. Meehan ----------------------------------- Name: David K. Meehan Title: Attorney-in-fact under Power dated 2/8/99 BANKERS INTERNATIONAL FINANCIAL CORPORATION, LTD. By: /s/ David K. Meehan ----------------------------------- Name: David K. Meehan Title: Attorney-in-fact under Power dated 2/8/99 BANKERS INTERNATIONAL FINANCIAL CORPORATION II TRUST By: /s/ David K. Meehan ----------------------------------- Name: David K. Meehan Title: Attorney-in-fact under Power dated 2/8/99 Page 15 of 15 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 8th day of February, 1999. BANKERS INTERNATIONAL FINANCIAL CORPORATION By: /s/ G. Kristin DeLano ------------------------------------- Name: G. Kristin DeLano Title: Corporate Secretary POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Bankers Insurance Group, Inc., 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 and is granted for a maximum period of one year from the date hereof. The attorneys-in-fact shall report to the Directors of the undersigned company all actions undertaken by them under the powers granted to them by this Power of Attorney and shall forward to them copies of all correspondence, contracts and agreements signed by them upon each and every exercise of the Power of Attorney. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of February, 1999. BANKERS INTERNATIONAL FINANCIAL CORPORATION, LTD. By: CAWSAND LIMITED By: /s/ Ginette LaRiviere ------------------------------------- Name: Ginette LaRiviere Title: for and on behalf of Cawsand Limited, Director POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Bankers Insurance Group, Inc., 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 and is granted for a maximum period of one year from the date hereof. The attorneys-in-fact shall report to the Directors of the undersigned company all actions undertaken by them under the powers granted to them by this Power of Attorney and shall forward to them copies of all correspondence, contracts and agreements signed by them upon each and every exercise of the Power of Attorney. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of February, 1999. BANKERS INTERNATIONAL FINANCIAL CORPORATION II TRUST By: ANSBACHER (CAYMAN) LIMITED Ansbacher (Cayman) Limited, Trustee By: /s/ J. Bryan Bothwell ------------------------------------- Name: J. Bryan Bothwell, authorised signatory By: /s/ Ginette LaRiviere ------------------------------------- Name: Ginette LaRiviere, authorised signatory -----END PRIVACY-ENHANCED MESSAGE-----