-----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, Ui9pNcJcTaheZNAAv34UpoWx/OEBqLviLljCkNBDYcYBFEiaWV428Mx4kM5yVHqy QAS7BW3otNMhIzsDiDQNpA== 0000950172-03-001223.txt : 20030415 0000950172-03-001223.hdr.sgml : 20030415 20030415150551 ACCESSION NUMBER: 0000950172-03-001223 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030415 GROUP MEMBERS: ANSBACHER (CAYMAN) LIMITED 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, LTD. GROUP MEMBERS: BANKERS SECURITY INSURANCE COMPANY GROUP MEMBERS: BONDED BUILDERS SERVICE CORP. GROUP MEMBERS: INDEPENDEND FOUND. FOR THE PURSUIT OF CHARITABLE ENDEAVORS 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58027 FILM NUMBER: 03650403 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 IRS NUMBER: 591673013 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 13D/A 1 bos265387.txt SC 13D - AMENDMENT NO. 7 _____________________ | OMB APPROVAL | |_____________________| |OMB NUMBER: 3235-0145| UNITED STATES |EXPIRES: | SECURITIES AND EXCHANGE COMMISSION | December 31, 2005| Washington, D.C. 20549 |ESTIMATED AVERAGE | |BURDEN HOURS | |PER RESPONSE ...11 | |_____________________| SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Insurance Management Solutions Group, Inc. -------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share --------------------------------------------------------------- (Title of Class of Securities) 458045101 --------------------------------------------------------------- (CUSIP Number) Bankers Insurance Group, Inc. Attn: Robert G. Southey, Esq. Secretary and General Counsel 360 Central Avenue St. Petersburg, Florida 33701 (727) 823-4000 With a copy to: Thomas J. Dougherty, Esq. Skadden, Arps, Slate, Meagher & Flom LLP One Beacon Street Boston, MA 02108 (617)573-4800 ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 9, 2003 ------------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. * 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). SCHEDULE 13D - ------------------------------------------------------------------------------ CUSIP No. 0001063167 Page 2 of 17 Pages - ------------------------------------------------------------------------------ 1 NAMES 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 (a) (X) (b) ( ) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS AF, WC - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida - -------------------------- --------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES --------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 8,354,884 (see item 5) EACH --------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 8,354,884 (see item 5) - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,354,884 (see item 5) - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 68.1% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON HC - ------------------------------------------------------------------------------ SCHEDULE 13D - ------------------------------------------------------------------------------ CUSIP No. 0001063167 Page 3 of 17 Pages - ------------------------------------------------------------------------------ 1 NAMES 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 (a) (X) (b) ( ) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida - -------------------------- --------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES --------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 3,528,455 (see item 5) EACH --------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,528,455 (see item 5) - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,528,455 (see item 5) - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.7% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IC - ------------------------------------------------------------------------------ SCHEDULE 13D - ------------------------------------------------------------------------------ CUSIP No. 0001063167 Page 4 of 17 Pages - ------------------------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Bankers Security Insurance Company - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (X) (b) ( ) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida - -------------------------- --------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES --------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 821,429 (see item 5) EACH --------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 821,429 (see item 5) - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 821,429 (see item 5) - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IC - ------------------------------------------------------------------------------ SCHEDULE 13D - ------------------------------------------------------------------------------ CUSIP No. 0001063167 Page 5 of 17 Pages - ------------------------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Bonded Builders Service Corp. - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (X) (b) ( ) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida - -------------------------- --------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES --------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 5,000 (see item 5) EACH --------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 5,000 (see item 5) - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000 (see item 5) - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IC - ------------------------------------------------------------------------------ SCHEDULE 13D - ------------------------------------------------------------------------------ CUSIP No. 0001063167 Page 6 of 17 Pages - ------------------------------------------------------------------------------ 1 NAMES 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 (a) (X) (b) ( ) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS AF - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida - -------------------------- --------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES --------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 8,354,884 (see item 5) EACH --------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 8,354,884 (see item 5) - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,354,884 (see item 5) - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 68.1% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------ SCHEDULE 13D - ------------------------------------------------------------------------------ CUSIP No. 0001063167 Page 7 of 17 Pages - ------------------------------------------------------------------------------ 1 NAMES 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 (a) (X) (b) ( ) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS AF - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida - -------------------------- --------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES --------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 8,354,884 (see item 5) EACH --------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 8,354,884 (see item 5) - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,354,884 (see item 5) - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 68.1% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------ SCHEDULE 13D - ------------------------------------------------------------------------------ CUSIP No. 0001063167 Page 8 of 17 Pages - ------------------------------------------------------------------------------ 1 NAMES 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 (a) (X) (b) ( ) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS AF - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman - -------------------------- --------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES --------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 8,354,884 (see item 5) EACH --------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 8,354,884 (see item 5) - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,354,884 (see item 5) - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 68.1% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON OO - ------------------------------------------------------------------------------ SCHEDULE 13D - ------------------------------------------------------------------------------ CUSIP No. 0001063167 Page 9 of 17 Pages - ------------------------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Ansbacher (Cayman) Limited, as trustee for Bankers International Financial Corporation II Trust - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (X) (b) ( ) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS AF - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman - -------------------------- --------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES --------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 8,354,884 (see item 5) EACH --------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 8,354,884 (see item 5) - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,354,884 (see item 5) - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 68.1% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON OO - ------------------------------------------------------------------------------ SCHEDULE 13D - ------------------------------------------------------------------------------ CUSIP No. 0001063167 Page 10 of 17 Pages - ------------------------------------------------------------------------------ 1 NAMES 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 (a) (X) (b) ( ) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS AF - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman - -------------------------- --------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES --------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 8,354,884 (see item 5) EACH --------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 8,354,884 (see item 5) - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,354,884 (see item 5) - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 68.1% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON OO - ------------------------------------------------------------------------------ Note: This Amendment No. 7 to Schedule 13D amends the Statement on Schedule 13D dated May 24, 2002 (the "Schedule 13D"), as amended by Amendment No. 1 dated July 19, 2002 ("Amendment No. 1"), Amendment No. 2 dated August 8, 2002 ("Amendment No. 2"), Amendment No. 3 dated August 16, 2002 ("Amendment No. 3"), Amendment No. 4 dated November 25, 2002 ("Amendment No. 4"), Amendment No. 5 dated January 10, 2003 ("Amendment No. 5") and Amendment No. 6 dated February 3, 2003 ("Amendment No. 6") filed on behalf of (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 Security Insurance Company, a Florida corporation and jointly-owned subsidiary of BIG and BIC ("BSIC"), as a direct beneficial owner of Common Stock; (iv) Bonded Builders Service Corp., a Florida corporation and indirect, wholly-owned subsidiary of BIG ("BBSC"), as a direct beneficial owner of Common Stock; (v) 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 Islands corporation, as the direct, indirect and ultimate parent corporations, respectively, of BIG; (vi) Ansbacher (Cayman) Limited ("Ansbacher"), as trustee of the Bankers International Financial Corporation II Trust, a discretionary charitable trust which includes all of the outstanding shares of BIFC Ltd.; and (vii) Independent Foundation for the Pursuit of Charitable Endeavors, Ltd., ("IFPCE"), a not-for-profit Cayman company, which possesses certain discretionary powers to direct Ansbacher's ultimate disposition of the shares of BIFC Ltd., relating to the Common Stock (as defined in the Schedule 13D). Item 4. Purpose of the Transaction. Item 4 of the Schedule 13D is hereby amended by adding the following (capitalized terms used, but not otherwise defined, herein have the meanings ascribed thereto in the Schedule 13D, as amended): On April 9, 2003, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Fiserv, Inc., a Wisconsin corporation ("Fiserv"), Fiserv Solutions, Inc., a Wisconsin corporation and a wholly-owned subsidiary of Fiserv ("Fiserv Solutions"), and Fiserv Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of Fiserv Solutions ("Fiserv Sub"), providing for, among other things, the merger of Fiserv Sub with and into the Issuer, with the Issuer as the surviving corporation (the "Merger"). The Merger is subject to various conditions including (i) approval by the stockholders of the Issuer in accordance with Florida law and the Issuer's Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, (ii) approval by at least 50.01% of the outstanding shares of Common Stock not owned or controlled by the BIG Shareholders and (iii) other customary closing conditions. Pursuant to the Merger Agreement, (i) each issued and outstanding share of Common Stock, (other than shares of Common Stock (the "BIG Shares") held by BIG, BIC, BSIC and BBSC (collectively, the "BIG Shareholders") and shares of Common Stock held by stockholders who properly perfect their dissenters' rights under Florida Law) would be converted into the right to receive $3.30 in cash, without interest, and (ii) each BIG Share would be converted into the right to receive $3.26 in cash, without interest. In connection with the Merger Agreement, each of the BIG Shareholders entered into an Agreement to Facilitate Merger with Fiserv, Fiserv Solutions and Fiserv Sub (the "Agreement to Facilitate Merger"), pursuant to which, among other things, the BIG Shareholders have agreed to (i) vote the BIG Shares in favor of the approval and adoption of the Merger Agreement and the transactions contemplated thereby, (ii) vote against any action that could reasonably be expected to impede, interfere, delay, or discourage the Merger, facilitate an acquisition of the Issuer or all or substantially all of its assets or business, in any manner, by a party (other than Fiserv or a subsidiary of Fiserv), or result in any breach of representation, warranty, covenant or agreement of the Issuer under the Merger Agreement, (iii) not dispose or otherwise sell any shares of Common Stock, except to other BIG Shareholders and (iv) accept $3.26 per BIG Share, in cash, without interest, pursuant to the Merger. Pursuant to the Merger Agreement, the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of the Issuer shall be the articles of incorporation and bylaws of the surviving corporation until amended in accordance with the provisions thereof and applicable law. In addition, pursuant to the Merger Agreement, the officers of the Issuer shall be the officers of the surviving corporation and the board of directors of Fiserv Sub shall be the board of directors of the surviving corporation, until changed in accordance with the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of the surviving corporation and applicable law. The shares of Common Stock are currently traded on the OTC Bulletin Board. Following the consummation of the Merger, the shares of Common Stock will no longer be publicly traded and the registration of the shares of Common Stock under the Exchange Act will be terminated. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information set forth under Item 4 herein is hereby incorporated herein by reference. The foregoing summary of certain provisions of the Merger Agreement and the Agreement to Facilitate Merger are not a complete description of the terms and conditions of the Merger Agreement and the Agreement to Facilitate Merger and are qualified in their entirety by reference to the full text of the Merger Agreement and the Agreement to Facilitate Merger which are filed herewith as Exhibits 10.3 and 10.4, respectively, and incorporated herein by reference. Item 7. Material to be Filed as Exhibits. 4.1 Letter from BIG to the Special Committee dated March 21, 2002 (1) 4.2 Letter from BIG to the Special Committee dated July 16, 2002 (3) 4.3 Letter from BIG to the Special Committee dated August 5, 2002 (4) 4.4 Letter from Insurance Management Solutions Group, Inc. to Bankers Insurance Group, Inc., Bankers Insurance Company, Bankers Security Insurance Company and Bankers Management Corporation dated as of November 21, 2002. (6) 10.1 Agreement and Plan of Merger dated as of August 14, 2002 among Bankers Insurance Group, Inc., Bankers Insurance Company, Bankers Security Insurance Company, Bankers Management Corporation and Insurance Management Solutions Group, Inc. (5) 10.2 Stock Purchase and Sale Agreement dated as of December 31, 2002 between Bankers Security Insurance Company and Bankers Insurance Group, Inc. (7) 10.3 Agreement and Plan of Merger dated as of April 9, 2003 among Fiserv, Inc., Fiserv Solutions, Inc., Fiserv Merger Sub, Inc. and Insurance Management Solutions Group, Inc. (excluding the exhibits thereto)* (9) 10.4 Agreement to Facilitate Merger dated as of April 9, 2003 among Fiserv, Inc., Fiserv Solutions, Inc., Fiserv Merger Sub, Inc., Bankers Insurance Group, Inc., Bankers Insurance Company, Bankers Security Insurance Company and Bonded Builders Service Corp. (excluding the schedule thereto)* 99.1 Agreement of Joint Filing dated as of May 24, 2002 among Bankers Insurance Group, Inc., Bankers Insurance Company, Bankers Security Insurance Company, Bankers Financial Corporation, Bankers International Financial Corporation, Bankers International Financial Corporation, Ltd., Ansbacher (Cayman) Limited, as trustee of the Bankers International Financial Corporation II Trust and Independent Foundation for the Pursuit of Charitable Endeavors, Ltd. (1) 99.2 Power of Attorney for Bankers International Financial Corporation, Ltd. (1) 99.3 Power of Attorney for Ansbacher (Cayman) Limited, as trustee for the Bankers International Financial Corporation II Trust (1) 99.4 Power of Attorney for Independent Foundation for the Pursuit of Charitable Endeavors, Ltd. (2) 99.5 Amended and Restated Agreement of Joint Filing dated as of February 4, 2003 among Bankers Insurance Group, Inc., Bankers Insurance Company, Bankers Security Insurance Company, Bonded Builders Service Corp., Bankers Financial Corporation, Bankers International Financial Corporation, Bankers International Financial Corporation, Ltd., Ansbacher (Cayman) Limited, as trustee of the Bankers International Financial Corporation II Trust and Independent Foundation for the Pursuit of Charitable Endeavors, Ltd. (8) (1) Incorporated by reference to the Reporting Persons' Schedule 13D filed with the SEC on May 24, 2002. (2) Incorporated by reference to the Reporting Persons' Schedule 13G filed with the SEC on April 5, 2000. (3) Incorporated by reference to the Reporting Persons' Schedule 13D-A, Amendment No. 1, filed with the SEC on July 19, 2002. (4) Incorporated by reference to the Reporting Persons' Schedule 13D-A, Amendment No. 2, filed with the SEC on August 9, 2002. (5) Incorporated by reference to the Reporting Persons' Schedule 13D-A, Amendment No. 3, filed with the SEC on August 16, 2002. (6) Incorporated by reference to the Reporting Persons' Schedule 13D-A, Amendment No. 4, filed with the SEC on November 25, 2002. (7) Incorporated by reference to the Reporting Persons' Schedule 13D-A, Amendment No. 5, filed with the SEC on January 10, 2003. (8) Incorporated by reference to the Reporting Persons' Schedule 13D-A, Amendment No. 6, filed with the SEC on February 4, 2003. (9) Incorporated by reference to Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on April 9, 2003. * The exhibits and schedules have been purposefully omitted. Copies thereof will be furnished supplementally to the Securities and Exchange Commission upon request. The Index of Exhibits attached to this Statement is hereby incorporated by reference in its entirety. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 15, 2003 BANKERS INSURANCE GROUP, INC. By: /s/ Robert G. Southey ----------------------------- Name: Robert G. Southey Title: Secretary General Counsel Vice President BANKERS INSURANCE COMPANY By: /s/ Robert G. Southey ----------------------------- Name: Robert G. Southey Title: Secretary General Counsel Vice President BANKERS SECURITY INSURANCE COMPANY By: /s/ Robert G. Southey ----------------------------- Name: Robert G. Southey Title: Secretary General Counsel Vice President BONDED BUILDERS SERVICE CORP. By: /s/ Edwin C. Hussemann ----------------------------- Name: Edwin C. Hussemann Title: Director Vice President BANKERS FINANCIAL CORPORATION By: /s/ David K. Meehan ----------------------------- Name: David K. Meehan Title: Director Vice Chairman President BANKERS INTERNATIONAL FINANCIAL CORPORATION By: /s/ David K. Meehan ----------------------------- Name: David K. Meehan Title: Director Vice Chairman President BANKERS INTERNATIONAL FINANCIAL CORPORATION, LTD. By: /s/ David K. Meehan ----------------------------- Name: David K. Meehan Title: Attorney-in-fact under Power dated 5/16/02 ANSBACHER (CAYMAN) LIMITED, AS TRUSTEE FOR THE BANKERS INTERNATIONAL FINANCIAL CORPORATION II TRUST By: /s/ David K. Meehan ----------------------------- Name: David K. Meehan Title: Attorney-in-fact under Power dated 5/16/02 INDEPENDENT FOUNDATION FOR THE PURSUIT OF CHARITABLE ENDEAVORS, LTD. By: /s/ David K. Meehan ----------------------------- Name: David K. Meehan Title: Attorney-in-fact under Power dated 2/10/99 INDEX OF EXHIBITS Number Description 4.1 Letter from BIG to the Special Committee dated March 21, 2002 (1) 4.2 Letter from BIG to the Special Committee dated July 16, 2002 (3) 4.3 Letter from BIG to the Special Committee dated August 5, 2002 (4) 4.4 Letter from Insurance Management Solutions Group, Inc. to Bankers Insurance Group, Inc., Bankers Insurance Company, Bankers Security Insurance Company and Bankers Management Corporation dated as of November 21, 2002. (6) 10.1 Agreement and Plan of Merger dated as of August 14, 2002 among Bankers Insurance Group, Inc., Bankers Insurance Company, Bankers Security Insurance Company, Bankers Management Corporation and Insurance Management Solutions Group, Inc. (5) 10.2 Stock Purchase and Sale Agreement dated as of December 31, 2002 between Bankers Security Insurance Company and Bankers Insurance Group, Inc. (7) 10.3 Agreement and Plan of Merger dated as of April 9, 2003 among Fiserv, Inc., Fiserv Solutions, Inc., Fiserv Merger Sub, Inc. and Insurance Management Solutions Group, Inc. (excluding the exhibits thereto)* (9) 10.4 Agreement to Facilitate Merger dated as of April 9, 2003 among Fiserv, Inc., Fiserv Solutions, Inc., Fiserv Merger Sub, Inc., Bankers Insurance Group, Inc., Bankers Insurance Company, Bankers Security Insurance Company and Bonded Builders Service Corp. (excluding the schedule thereto)* 99.1 Agreement of Joint Filing dated as of May 24, 2002 among Bankers Insurance Group, Inc., Bankers Insurance Company, Bankers Security Insurance Company, Bankers Financial Corporation, Bankers International Financial Corporation, Bankers International Financial Corporation, Ltd., Ansbacher (Cayman) Limited, as trustee of the Bankers International Financial Corporation II Trust and Independent Foundation for the Pursuit of Charitable Endeavors, Ltd. (1) 99.2 Power of Attorney for Bankers International Financial Corporation, Ltd. (1) 99.3 Power of Attorney for Ansbacher (Cayman) Limited, as trustee for the Bankers International Financial Corporation II Trust (1) 99.4 Power of Attorney for Independent Foundation for the Pursuit of Charitable Endeavors, Ltd. (2) 99.5 Amended and Restated Agreement of Joint Filing dated as of February 4, 2003 among Bankers Insurance Group, Inc., Bankers Insurance Company, Bankers Security Insurance Company, Bonded Builders Service Corp., Bankers Financial Corporation, Bankers International Financial Corporation, Bankers International Financial Corporation, Ltd., Ansbacher (Cayman) Limited, as trustee of the Bankers International Financial Corporation II Trust and Independent Foundation for the Pursuit of Charitable Endeavors, Ltd. (8) (1) Incorporated by reference to the Reporting Persons' Schedule 13D filed with the SEC on May 24, 2002. (2) Incorporated by reference to the Reporting Persons' Schedule 13G filed with the SEC on April 5, 2000. (3) Incorporated by reference to the Reporting Persons' Schedule 13D-A, Amendment No. 1, filed with the SEC on July 19, 2002. (4) Incorporated by reference to the Reporting Persons' Schedule 13D-A, Amendment No. 2, filed with the SEC on August 9, 2002. (5) Incorporated by reference to the Reporting Persons' Schedule 13D-A, Amendment No. 3, filed with the SEC on August 16, 2002. (6) Incorporated by reference to the Reporting Persons' Schedule 13D-A, Amendment No. 4, filed with the SEC on November 25, 2002. (7) Incorporated by reference to the Reporting Persons' Schedule 13D-A, Amendment No. 5, filed with the SEC on January 10, 2003. (8) Incorporated by reference to the Reporting Persons' Schedule 13D-A, Amendment No. 6, filed with the SEC on February 4, 2003. (9) Incorporated by reference to Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on April 9, 2003. * The exhibits and schedules have been purposefully omitted. Copies thereof will be furnished supplementally to the Securities and Exchange Commission upon request. EX-10 3 bos265229.txt EX. 10.4 AGREEMENT TO FACILITATE MERGER THIS AGREEMENT TO FACILITATE MERGER (this "Agreement") is made and entered into as of April 9, 2003 by and among FISERV, INC., a Wisconsin corporation ("Fiserv"), FISERV SOLUTIONS, INC., a Wisconsin corporation ("Fiserv Solutions"), FISERV MERGER SUB, INC., a Delaware corporation ("Fiserv Sub") and a wholly owned subsidiary of Fiserv Solutions, BANKERS INSURANCE GROUP, INC., a Florida corporation ("BIG"), BANKERS INSURANCE COMPANY, a Florida property and casualty insurance company ("BIC"), BANKERS SECURITY INSURANCE COMPANY, a Florida property and casualty insurance company ("BSIC"), and BONDED BUILDERS SERVICE CORP., a Florida home warranty company ("BBSC," and with BIG, BIC and BSIC, each a "Shareholder" or, collectively, the "Shareholders"). WHEREAS, as of the date hereof, the Shareholders own beneficially and of record or have the power to vote, or direct the vote of, an aggregate of 8,354,884 shares of common stock, par value $0.01 per share ("Company Common Stock"), of Insurance Management Solutions Group, Inc., a Florida corporation (the "Company"), representing approximately 68% of the outstanding Company Common Stock as of the date hereof; and WHEREAS, on the date hereof, Fiserv, Fiserv Solutions, Fiserv Sub and the Company are entering into that certain Agreement and Plan of Merger, dated as of even date herewith (as entered into and as the same may be modified or amended or any of its provisions waived pursuant to the terms thereof, the "Merger Agreement"; capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement), which provides, upon the terms and subject to the conditions thereof, for the merger of Fiserv Sub with and into the Company (the "Merger"); and WHEREAS, the Shareholders wish to see the Merger consummated, and have determined the consummation of the Merger to be in the best interests of the Shareholders; and WHEREAS, as a condition to the willingness of Fiserv, Fiserv Solutions and Fiserv Sub to enter into the Merger Agreement, Fiserv, Fiserv Solutions and Fiserv Sub have requested that the Shareholders agree, and, in order to induce Fiserv, Fiserv Solutions and Fiserv Sub to enter into the Merger Agreement, the Shareholders have agreed, to enter into this Agreement; NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: 1. Vote in Favor of Merger. During the period commencing on the date hereof and terminating upon the earlier of the Effective Time or the termination of the Merger Agreement in accordance with its terms, each Shareholder, in its capacity as a shareholder of the Company and holder of any proxy or other right to cause or direct the voting of any shares of Company Common Stock, agrees to (a) vote all shares of Company Common Stock presently owned by Shareholder or any of its Affiliates or for which Shareholder has voting power, and all shares of Company Common Stock with respect to which Shareholder in the future acquires ownership or is otherwise granted or obtains voting power, at any meeting of the Shareholders of the Company (or any adjournment thereof), (i) in favor of the approval and adoption of the Merger Agreement and the transactions contemplated thereby, including without limitation the Merger; and (ii) against any action that could reasonably be expected to impede, interfere, delay, or discourage the Merger, facilitate an acquisition of the Company or all or substantially all of its assets or business, in any manner, by a party (other than Fiserv or a subsidiary of Fiserv), or result in any breach of representation, warranty, covenant or agreement of the Company under the Merger Agreement, or (b) in the event written consents are sought from the shareholders of the Company with respect to the actions proposed in (i) or (ii) above, cause to be executed, with respect to all shares of Company Common Stock then owned by Shareholder or as to which Shareholder has the power to vote or to direct the voting of, a written consent or written consents to such proposed action. To the extent inconsistent with the foregoing provisions of this Section 1, each Shareholder hereby revokes any and all previous proxies with respect to any shares of Company Common Stock that such Shareholder owns or has the right to vote. In addition, each Shareholder agrees not to dispose of or otherwise sell any shares of Company Common Stock owned by it, except to other Shareholders subject to this Agreement. 2. No Solicitation. During the period commencing on the date hereof and terminating upon the earlier of the Effective Time or the termination of the Merger Agreement in accordance with its terms, each Shareholder hereby agrees, and agrees to use commercially reasonable efforts to cause its Affiliates, officers, directors, employees or consultants or agents, not to (a) directly or indirectly, solicit, initiate, encourage, accept or otherwise facilitate the making of an Acquisition Proposal, (b) participate or engage in or encourage in any way negotiations or discussions concerning, or provide any non-public information to, any person or entity relating to an Acquisition Proposal, or which may reasonably be expected to lead to an Acquisition Proposal or (c) agree to or endorse any Acquisition Proposal; provided, however, that nothing contained in this Section 2 or in any other provision of this Agreement will prohibit the Company or any individual who is a member of the Board of Directors of the Company from taking and disclosing to the Company's shareholders a position contemplated by Rule 14e-2 promulgated under the Exchange Act or from making any legally required disclosure to the Company's shareholders or to the extent otherwise specifically permitted by the Merger Agreement. For purposes of this Agreement, "Affiliate" shall mean, with respect to any person or entity, any person or entity that, directly or indirectly, controls, or any entity that is controlled by, or is under common control with that Person. 3. Sale of Shares held by the Shareholders and their Affiliates. The Shareholders agree that, as provided in the Merger Agreement, the Merger Consideration to be paid pursuant to the Merger Agreement for all of the shares of Company Common Stock held by the Shareholders and their Affiliates that are not individuals shall be $3.26 per share, in cash, without interest. 4. Limited Indemnification and Release. BIG will indemnify the Indemnitees (as hereinafter defined) in accordance with the terms set forth on Schedule 4 attached hereto. Each of the Shareholders grants the release set forth on Schedule 4 attached hereto. 5. Non-Competition. Each Shareholder, on behalf of itself and each of its current and future subsidiaries or Affiliates, covenants and agrees from the Effective Time (except with respect to clause (b), as qualified by clause (ii), from the date hereof) until the third anniversary of the Effective Time (the "Non-Competition Period") not to, directly or indirectly, (a) engage or invest in, or have any competitive business relationship with, either as an owner, partner, agent, consultant, creditor or otherwise, any business or commercial activity relating to the processing of flood insurance in the United States or (b) solicit, hire, cause to be hired, engage the services of or otherwise enable, encourage or assist, directly or indirectly, any persons which they knew or reasonably should know are employees of the Company or any persons who are employees of Fiserv or its subsidiaries with whom they came into contact in connection with the transactions contemplated hereby to terminate their employment with the Company or Fiserv or its Affiliate, as the case may be. Notwithstanding the foregoing, either BIG or any other Shareholder may (i) own capital stock in a publicly-traded company not to exceed 1% of the outstanding capital stock of such company and (ii) solicit or hire any such IT personnel of the Company as are agreed to in writing by the Company and such Shareholder prior to the Effective Time. Each of Fiserv, Fiserv Solutions and Fiserv Sub, on behalf of itself and each of its current and future subsidiaries or Affiliates, covenants and agrees that during the Non-Competition Period, they shall not solicit, hire, cause to be hired or otherwise enable, encourage or assist, directly or indirectly, any persons which they know or reasonably should know are employees of the Shareholders. Each party agrees that the foregoing limitations are reasonable in time and scope. Each party's obligations pursuant to this Section 5 shall arise only if the Merger becomes effective (except with respect to clause (b), as qualified by clause (ii), which shall be effective from the date hereof) and then such obligations shall survive for the Non-Competition Period. If the transactions contemplated by the Merger Agreement are abandoned in accordance with the Merger Agreement, the agreement set forth in this Section 5 shall terminate immediately upon such abandonment. 6. Representations and Warranties of the Shareholders. Each of the Shareholders represents and warrants to Fiserv, Fiserv Solutions and Fiserv Sub that: (i) each such Shareholder has the legal capacity to enter into and perform all of its respective obligations under this Agreement; (ii) the execution, delivery and performance of this Agreement by each such Shareholder will not violate any other agreement to which such Shareholder is a party, including, without limitation, any voting agreement, shareholders agreement or voting trust; (iii) this Agreement has been duly executed and delivered by each such Shareholder and constitutes a legal, valid and binding agreement of each such Shareholder, enforceable against it in accordance with its terms; (iv) each such Shareholder owns beneficially, and has full voting power with respect to, the shares of Company Common Stock that it is making its agreement with respect to under Section 1 hereof, other than shares beneficially owned by Affiliates over which such Shareholder does not have voting power, and; (v) no shares of Company Common Stock held by such Shareholder are subject to any voting agreement other than this Agreement. 7. Officer and Director Insurance. After the Effective Time, Fiserv shall take all actions to ensure that the Surviving Corporation complies with its obligations set forth in Section 6.17 of the Merger Agreement. To the extent not paid prior to the Effective Time, Fiserv shall cause the Surviving Corporation to pay half the premium for any "tail coverage" policy acquired, and BIG agrees to pay the other half of the premium for any such "tail coverage" policy acquired plus any premium payable in respect of naming BIG as an additional insured under such policy. 8. Successors and Assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except that any Shareholder may transfer shares of Company Common Stock, together with its rights, interests and obligations hereunder to BIG or any direct or indirect wholly owned subsidiary of BIG; provided, however, that no such assignment shall relieve any party of its obligations hereunder; and provided, further, however, that, at the Effective Time upon consummation of the Merger, by operation of law, the Surviving Corporation shall succeed to Fiserv Sub's rights hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. 9. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement is not performed according to its specific terms and that the parties shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy at law or in equity. The parties agree that in the event any or all of the Shareholders do not perform in full their obligations under Sections 1 and 2 hereof, BIG shall pay Fiserv (the "Vote Fee"), in consideration of the considerable effort and expense Fiserv has incurred in connection with the transactions contemplated under this Agreement, $1,200,000 payable upon the termination of the Merger Agreement; provided, however that (a) the Vote Fee will not be owed to Fiserv by BIG in the event that (i) the Fee is payable by the Company pursuant to the terms of the Merger Agreement or (ii) the approval of shareholders has been obtained in accordance with Section 7.01(b) of the Merger Agreement, and (b) the Fee under the Merger Agreement shall not be owed by the Company at any time after the Vote Fee has been paid by BIG. 10. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same document. 11. Further Assurances. Each of the Shareholders shall execute and deliver such additional documents and take such further action as may be necessary or desirable to consummate the transactions contemplated by this Agreement. 12. Third-Party Beneficiaries. Nothing in this Agreement, expressed or implied, shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or by reason of this Agreement or any provision contained herein. 13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed therein. 14. Jurisdiction and Venue. The parties agree that any proceeding relating to this Agreement shall be brought in a court of Florida. Each of the parties consents to personal jurisdiction in any such action brought in any such Florida court, consents to service of process by registered mail made upon such party and such party's agent, and waives any objection to venue in any such Florida court or to any claim that any such Florida court is an inconvenient forum. The prevailing party in any suit or action brought against any other party to enforce the terms of this Agreement or any rights or obligations hereunder shall be entitled to receive reimbursement of its costs, expenses and attorneys' fees (internal and external) and disbursements, including the costs and expenses of experts and internal resources expended, actually incurred in connection with such suit or action. 15. No Amendment of Merger Agreement. Fiserv, Fiserv Solutions and Fiserv Sub shall not amend the Merger Agreement without the prior written consent of BIG, which consent shall not be unreasonably withheld. 16. Payment for Shares. At the Effective Time, (a) each of the Shareholders and their Affiliates shall surrender their Company Certificates representing all shares of Company Common Stock held by the Shareholders or their Affiliates and (b) Fiserv shall pay to each Shareholder or their Affiliates, as the case may be, by wire transfer cash in the amount of $3.26 per share of Company Common Stock represented by each Shareholder's Company Certificates to such accounts as are designated by such Shareholders or their Affiliates. 17. Termination. This Agreement shall terminate upon the earlier of the Effective Time or termination of the Merger Agreement in accordance with its terms; provided, however, that the provisions of Section 4, Section 5, Section 6, Section 7, Section 8, Section 9, Section 10, Section 11, Section 12, Section 13, Section 14 and this Section 17 shall continue in effect following the Effective Time in accordance with the respective provisions thereof, and the provisions of Section 9 and Section 14 shall continue in effect following the termination of the Merger Agreement. IN WITNESS WHEREOF, each of Fiserv, Fiserv Solutions and Fiserv Sub, on the one hand, and the Shareholders, on the other hand, has caused this Agreement to Facilitate Merger to be executed by its duly authorized officer, as of the date and year first above written. FISERV, INC. BANKERS INSURANCE GROUP, INC. By /s/ Leslie M. Muma By /s/ Robert M. Menke ----------------------------- --------------------------- Name: Leslie M. Muma Name: Robert M. Menke Title: President and Chief Title: President Executive Officer FISERV SOLUTIONS, INC. BANKERS INSURANCE COMPANY By /s/ Leslie M. Muma By /s/ David K. Meehan ---------------------------- --------------------------- Name: Leslie M. Muma Name: David K. Meehan Title: President Title: President FISERV MERGER SUB, INC. BANKERS SECURITY INSURANCE COMPANY By /s/ Leslie M. Muma By /s/ David K. Meehan ------------------------------ --------------------------- Name: Leslie M. Muma Name: David K. Meehan Title: President Title: President BONDED BUILDERS SERVICE CORP. By /s/ Brian Kesneck ------------------------------ Name: Brian Kesneck Title: Chairman -----END PRIVACY-ENHANCED MESSAGE-----