-----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, BecBzINjvjmCRHfMEIwgbOq6NVeeBjENx4IGWM43OhAYErVhVwZgmwDx9442n7a1 irTgeUIF9YtnhuflGDU97Q== 0000950172-03-001372.txt : 20030430 0000950172-03-001372.hdr.sgml : 20030430 20030429173334 ACCESSION NUMBER: 0000950172-03-001372 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030430 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: 03670418 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 bos268918.txt SC 13D - AMENDMENT NO. 8 _____________________ | 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. 8)* 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 21, 2003 ____________________________________________________________ (Date of Event which Requires Filing of this Statement) Page 1 of 17 Pages 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 ---------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 8,354,884 (see item 5) OWNED BY ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON 8,354,884 (see item 5) WITH - ------------------------------------------------------------------------------- 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 ---------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 3,528,455 (see item 5) OWNED BY ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON 3,528,455 (see item 5) WITH - ------------------------------------------------------------------------------- 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 ---------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 821,429 (see item 5) OWNED BY ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON 821,429 (see item 5) WITH - ------------------------------------------------------------------------------- 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 ---------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 5,000 (see item 5) OWNED BY ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON 5,000 (see item 5) WITH - ------------------------------------------------------------------------------- 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 ---------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 8,354,884 (see item 5) OWNED BY ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON 8,354,884 (see item 5) WITH - -------------------------------------------------------------------------------- 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 ---------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 8,354,884 (see item 5) OWNED BY ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON 8,354,884 (see item 5) WITH - ------------------------------------------------------------------------------- 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 ---------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 8,354,884 (see item 5) OWNED BY ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON 8,354,884 (see item 5) WITH - ------------------------------------------------------------------------------- 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 ----------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 8,354,884 (see item 5) OWNED BY ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON 8,354,884 (see item 5) WITH - ------------------------------------------------------------------------------- 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 ----------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 8,354,884 (see item 5) OWNED BY ---------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON 8,354,884 (see item 5) WITH - ------------------------------------------------------------------------------- 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. 8 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"), Amendment No. 6 dated February 3, 2003 ("Amendment No. 6") and Amendment No. 7 dated April 15, 2003 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 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 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): As of April 25, 2003, BIG entered into a Letter Agreement (the "Letter Agreement") and a Stock Pledge and Security Agreement (the "Security Agreement") in favor of Regions Bank ("Lender"). Pursuant to the terms of the Letter Agreement, Lender has agreed to extend the forbearance period from January 1, 2003 until January 15, 2004, previously granted in connection with the Credit Agreement dated as of December 18, 1998 between BIG and Lender (the "Credit Agreement"). As a condition to the Letter Agreement, BIG was required to enter into the Security Agreement. Pursuant to the Security Agreement, BIG delivered to Lender a stock certificate representing 2,000,000 shares of Common Stock (the "Collateral") registered in the name of BIG as collateral security for the payment of BIG's obligations to Lender under the Credit Agreement. As of April 28, 2003, the outstanding principal amount under the Credit Agreement was approximately $4,753,235. The Security Agreement grants Lender a lien on the Collateral such that if the financial obligations of BIG to the Lender under the Credit Agreement are not satisfied, the Lender will have the right to appropriate or sell the Collateral, subject to the terms and conditions of the Letter Agreement. Under the terms of the Letter Agreement, the Lender agreed to fully cooperate with BIG in connection with the Merger and in connection with BIG's performance of its obligations pursuant to the Agreement to Facilitate Merger. In addition, BIG agreed to use the proceeds from the conversion of its Common Stock pursuant to the Merger to reduce the outstanding balance of the loan under the Credit Agreement to such a level as Lender may require. In addition, should BIG default under the Credit Agreement, as amended, and fail to cure or eliminate such default, Lender agreed that (i) it shall vote the Common Stock in the same manner as BIG votes the shares of Common Stock held by BIG at such time, (ii) Lender shall accept $3.26 per share as the consideration payable to it upon conversion of the Common Stock pursuant to the Merger, (iii) Lender shall not transfer or otherwise dispose of the Common Stock prior to the termination of the Agreement to Facilitate Merger in accordance with its terms and (iv) Lender shall not take any actions which would cause BIG to be in violation of the Agreement to Facilitate Merger. The Security Agreement provides that so long as no default exists under the Credit Agreement, BIG is entitled (A) to receive or direct payment and distribution of dividends paid or interest earned on the Collateral and (B) to vote or to direct the voting of the shares of Common Stock. The Collateral is to be delivered to BIG upon performance and satisfaction in full of all of BIG's obligations under the Credit Agreement. The foregoing summary of certain provisions of the Security Agreement and Letter Agreement are not a complete description of the terms and conditions of the Security Agreement and Letter Agreement and are qualified in their entirety by reference to the full text of the Security Agreement and Letter Agreement which are filed herewith as Exhibits 10.5 and 10.6, 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)* (10) 10.5 Stock Pledge and Security Agreement dated as of April 21, 2003 by Bankers Insurance Group, Inc. in favor of Regions Bank 10.6 Letter Agreement dated as of April 21, 2003 between Bankers Insurance Group, Inc. and Regions Bank 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. (10) Incorporated by reference to the Reporting Persons' Schedule 13D-A, Amendment No. 7, filed with the SEC on April 15, 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 29, 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)* (10) 10.5 Stock Pledge and Security Agreement dated as of April 21, 2003 by Bankers Insurance Group, Inc. in favor of Regions Bank 10.6 Letter Agreement dated as of April 25, 2003 between Bankers Insurance Group, Inc. and Regions Bank 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. (10) Incorporated by reference to the Reporting Persons' Schedule 13D-A, Amendment No. 7, filed with the SEC on April 15, 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 bos268611.txt EX 10.5 STOCK PLEDGE AND SECURITY AGREEMENT ----------------------------------- THIS STOCK PLEDGE AND SECURITY AGREEMENT (this "Agreement") is made and entered into as of the 21 day of April 2003, by Bankers Insurance Group, Inc. (the "Pledgor"), in favor of Regions Bank (the "Lender"). WHEREAS, Lender and Pledgor are parties to that certain Credit Agreement dated as of December 18, 1998 (as amended from time to time, the "Credit Agreement"), pursuant to which Lender made a Term Loan to Pledgor in the original principal amount of $17,800,000.00 (the "Loan"). The Loan is evidenced by Pledgor's Term Note dated as of December 18, 1998 in the original principal amount of $17,800,000.00 (the "Note"). Capitalized terms not otherwise defined herein shall have the meanings given such terms in the Credit Agreement; and WHEREAS, Lender and Pledgor are parties to a Forbearance and Master Loan Documents Modification Agreement dated as of September 18, 2000 as amended and modified by letter agreement dated January 22, 2002 (the "Forbearance Agreement"); and WHEREAS, Lender has required, as a condition precedent to Lender's extending the Forbearance Period provided in the Forbearance Agreement, that Pledgor execute this Agreement in favor of Lender pledging certain securities (as defined in Section 1 below, the "Collateral") as collateral security for the prompt and complete payment and performance when due of the Pledgor's obligations to Lender under the Credit Agreement and the Loan Documents defined therein including, without limitation, the Note; and WHEREAS, Pledgor has determined that the transactions contemplated by the Credit Agreement are beneficial to Pledgor, and it is thus in the best interest of Pledgor to enter into this Agreement; and WHEREAS, Pledgor has entered into that certain Agreement to Facilitate Merger dated April 9, 2003 among Fiserv, Inc. ("Fiserv"), Fiserv Solutions, Inc., Fiserv Merger Sub, Inc., Pledgor, Bankers Insurance Company, Bankers Security Insurance Company and Bonded Builders Service Corp. (the "Agreement to Facilitate"), pursuant to which Pledgor has agreed, among other things, to (i) vote its shares of Insurance Management Solutions Group, Inc. ("IMSG") common stock in favor of the approval and adoption of the Merger Agreement (as defined in the Agreement to Facilitate) and the transactions contemplated thereby, (ii) vote against any action that could reasonably be expected to impede, interfere, delay, or discourage the Merger (as defined in the Agreement to Facilitate), facilitate an acquisition of IMSG 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 IMSG under the Merger Agreement, (iii) not dispose or otherwise sell any shares of IMSG common stock, except to certain of its subsidiaries which are also parties to the Agreement to Facilitate and (iv) accept $3.26 per share, in cash, without interest, pursuant to the Merger; and WHEREAS, Lender has agreed pursuant to that certain Letter Agreement between Pledgor and Lender dated as of the date hereof that the security interest in the Collateral granted by Pledgor in favor of Lender is subject to the restrictions contained in the Letter Agreement, a copy of which is attached hereto as Exhibit A; NOW, THEREFORE, in consideration of the premises, and of the mutual covenants and agreements herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Representations of Pledgor. Pledgor represents and warrants as follows: (a) Pledgor is the legal and beneficial owner, free and clear of any liens, charges or encumbrances, of stock certificate No. INMG 0153 representing 2,000,000 shares of common stock of IMSG registered in the name of Pledgor (the "Collateral"). (b) The shares of stock constituting the Collateral constitute issued and outstanding common stock of ISMG, and have been duly and validly issued, are fully paid and non-assessable, and, except as set forth in the Agreement to Facilitate Merger, there are no restrictions on the transfer of any of the Collateral or on Pledgor's right to pledge the Collateral. (c) This Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms; (d) The making and performance of this Agreement by Pledgor (i) is not and will not be in violation of any law or any regulation promulgated pursuant to law, by any governmental agency or body; (ii) does not require the approval or consent of any governmental agency or body; (iii) will not conflict with, or result in a breach of, any term, condition or provision of, or constitute a default under, any instrument to which Pledgor is a party or may be bound or affected, or constitute (with or without the giving of notice or the passage of time or both) a default under any such instrument, or result in the acceleration of any indebtedness, or result in the breach of any regulation, order, writ, injunction or decree of any court or any commission, board or other administrative agency entered in any proceeding to which Pledgor is a party or by which it may be bound or affected; and (iv) does not require the approval of any other secured or unsecured creditor. (e) Upon consummation of the pledge and assignment of the Collateral to Lender pursuant to this Agreement, such pledge and assignment will create a valid lien on and, upon delivery of the Collateral to the Lender, together with a stock transfer executed in blank, a perfected security interest in the Collateral. (f) No Collateral has been heretofore pledged to any person or entity and all Collateral is free of all liens of any kind whatsoever, except as set forth in the Agreement to Facilitate. 2. Pledge of Collateral. Pledgor hereby assigns, hypothecates, transfers and pledges to Lender all of the Pledgor's right, title and interest in and to all of the Collateral and hereby grants to Lender a lien on and a security interest in such Collateral, all as collateral security for (a) the prompt and complete payment when due of the indebtedness of Pledgor evidenced by the Loan Documents including, without limitation, the Credit Agreement and the Note; (b) the prompt and complete performance of the obligations of Pledgor under, or pursuant to the terms of this Agreement; and (c) all costs and expenses incurred by Lender in connection with the enforcement, maintenance and preservations of its rights under any of the Loan Documents and this Agreement, including all attorneys' fees and including all such costs herein. Anything to the contrary in this Agreement notwithstanding, so long as there is no default in existence under the Loan Documents, the Pledgor shall be entitled (i) to receive or to direct payment and distribution of dividends paid or interest earned on the Collateral and (ii) to vote, or to direct the voting of such shares of IMSG common stock which, rights shall terminate upon the occurrence of a default under any of such Loan Documents. 3. Redelivery of Collateral. Upon performance and satisfaction in full of the Pledgor's obligations under the Loan Documents, this Agreement shall immediately cease and terminate as herein provided, and any Collateral then held by Lender shall be deemed immediately transferred to Pledgor, and this Agreement shall thereupon have no further force or effect. Upon the happening of the events specified in the immediately preceding sentence, the Lender shall be deemed to be holding such Collateral in trust for Pledgor until such Collateral, together with appropriate instruments of reassignment and release as requested by Pledgor, are delivered to Pledgor or to Pledgor's designee. Upon such delivery of Collateral or any part thereof to Pledgor or to Pledgor's designee hereunder or otherwise, the receipt thereof by Pledgor shall be a complete and full acquittance for the Collateral so delivered, and Lender shall thereafter be discharged from any liability or responsibility therefor. Anything to the contrary in this Section 3 notwithstanding, the exercise of the parties' rights and responsibilities under this Section 3 are subject to any applicable change of control regulations of the Florida Department of Insurance and related laws of the State of Florida. 4. Default. Upon default under the Loan Documents, Lender shall give Pledgor notice in writing of the default and shall afford Pledgor a sixty (60) day period in which to cure or eliminate such default. Should Pledgor fail to cure or eliminate such default, the Lender without further demand of performance or other demand, advertisement, or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Pledgor or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by law), may, subject to the terms of the Agreement to Facilitate Merger, collect, receive, appropriate and realize upon the Collateral, or any portion thereof, and/or may forthwith sell, assign, grant options to purchase, contract to sell or otherwise dispose of and deliver the Collateral, or any part thereof, in one or more units, at public or private sale or sales, at any exchange, broker's board or at any of Lender's offices or elsewhere, upon such terms and conditions as the Lender may deem advisable and at such prices as Lender may deem reasonable, for cash or on credit or for future delivery without assumption of any credit risk, with the right to Lender upon any such sale or sales, public or private, to purchase the whole or any portion of the Collateral so sold, free of any right or equity of redemption in Pledgor, which right or equity is hereby expressly waived and released to the extent permitted by law. Unless the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market (in which event no notification is required), the Lender shall give at least five (5) days' notice of the time and place of any public sale or of the time after which a private sale or other intended disposition is to take place and that such notice is reasonable notification of such matters. Such notice shall be given in the manner prescribed in the Florida Uniform Commercial Code for giving of notice by secured parties to debtors. Such reasonable notification shall be given to Pledgor unless it has signed after default a statement renouncing or modifying any right to notification of sale or other intended disposition. In addition to the rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Loan, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of the State of Florida. Anything to the contrary in this Section 4 notwithstanding, the exercise of Lender's rights under this Section 4 are subject to any applicable change of control regulations of the Florida Department of Insurance and related laws of the State of Florida. 5. Rights of Lender. Except as set forth in the Letter Agreement, upon (a) the failure by Pledgor to pay when due the obligations evidenced by the Loan Documents and secured by this Agreement, in accordance with the respective terms thereof, and (b) Lender's consummation of a sale of or other realization upon Collateral in accordance with this Agreement, the Collateral so sold or realized upon may be registered in the name of the purchaser or Lender, as the case may be, and thereafter, Pledgor and any individual having rights that arise through Pledgor, subject to any applicable change of control regulations of the Florida Department of Insurance and related laws of the State of Florida, shall not be entitled to exercise any voting and corporate rights with respect to such Collateral or exercise any rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of such Collateral. 6. Distribution of Proceeds. The proceeds of any sale of all of any part of the Collateral may be applied by Lender, at its option, to any of the following: (a) First, to the payment of all of the costs and expenses of sale of the Collateral, including, without limitation, reasonable fees and expenses of the Lender and its agents, attorneys and counsel; and, all other expenses, liabilities and advances made or incurred by Lender in connection herewith or with respect to the Loan Documents or this Agreement; (b) Second, to the payment in full of the interest on and principal due under the Loan Documents (whether or not the same shall have been declared forthwith due and payable) and all other indebtedness secured by the pledge hereunder, or, if not sufficient to pay all such amounts in full, then to payment of accrued but unpaid interest, and then unpaid principal due under the Agreement until the Pledgor's obligations under the Agreement are paid in full, and next, if any amounts remain, to any other indebtedness or obligation secured by the pledge hereunder in such order as Lender may elect; and (c) Third, after all payments described in Subparagraphs (a) and (b) of this section shall have been made in full, any surplus remaining from such proceeds shall be paid to Pledgor or whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. 7. Presentments. Lender shall be under no duty or obligation whatsoever, other than as set forth in this Agreement and the Loan Documents, to make or give any presentments, demands for performances, notices of nonperformance, protests, notice of protest or notice of dishonor in connection with the obligations evidenced by the Loan Documents or the whole or any part of the obligations secured hereunder. 8. No Waiver. No delay on the part of Lender in exercising any right, power or privilege under this Agreement or failure to exercise the same shall operate as a waiver of or otherwise affect any such right, power or privilege, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No notice to or demand on the Pledgor shall be deemed to be a waiver of any of the obligations of the Pledgor or of the right of Lender to take further action or to exercise any rights hereunder without notice or demand or prejudice the rights of Lender in any respect; nor in any event shall any alternative, amendment, modification or waiver of the provisions of this Agreement be effective unless in writing by the party to be charged thereby, nor shall any such waiver be applicable except in the specific instance for which given. 9. No Disposition. Except as provided in the Agreement to Facilitate, without the prior written consent of Lender, Pledgor agrees that it will not sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to the Collateral, nor will it create, incur or permit to exist any Lien on any of the Collateral, or any interest thereon, or any proceeds thereof, except for the Liens thereon in favor of Lender. Without the prior written consent of Lender, Pledgor agrees that it will not take any action that would compromise Lender's rights under this Agreement. 10. Other Rights. The rights, powers and remedies given to Lender by this Agreement shall be in addition to all rights, powers and remedies given to Lender by virtue of any statute or rule of law. Every right, power and remedy of Lender shall continue in full force and effect until either (a) termination of this Agreement or (b) such right, power or remedy is specifically waived by an instrument in writing executed by Lender. 11. Further Assurances. Pledgor hereby agrees to execute and deliver, from time to time, any and all further, or other, instruments, and to perform such acts, as Lender may reasonably request to effect the purposes of this Agreement and to secure to Lender and to all persons who may from time to time be holders of any of the Collateral hereunder the benefits of all rights, authorities and remedies conferred upon Lender by the terms of this Agreement. 12. Binding Effect. This Agreement shall be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns. 13. Notices. All notices, demands and communications given or made hereunder or pursuant hereto shall be in writing and shall be given as provided in the Credit Agreement or to such other address or to such other person as any party shall designate to the others for such purpose in the manner hereinabove set forth. 14. Specific Performance. The parties hereto agree that the remedies at law for damages under this Agreement in the event of any actual or threatened breach or default hereunder are not and will not be adequate, and that the obligations may therefor be specifically enforced. 15. Gender; Defined Terms. Whenever in this Agreement the context so requires, the singular shall include the plural and the plural the singular. It is also understood that designations of parties hereto in a particular gender shall be read to include other genders as applicable. All capitalized terms not otherwise defined in this Agreement shall have the meanings given them in the Credit Agreement as the context may require. 16. Severability. If any provision of this Agreement is determined by a court to be invalid or unenforceable, such determination shall not affect any other provision, each of which shall be construed and enforced as if such invalid or unenforceable portion were not contained herein. Such invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each such provision shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law. 17. Amendments; Governing Law. This Agreement may not be amended or supplemented except by an instrument in writing executed by Lender and the Pledgor. The validity and interpretation of this Agreement and performance of the parties hereto of their respective duties and obligations hereunder shall be governed by the laws of the State of Florida. 19. Jurisdiction and Venue. The Pledgor agrees that by executing and delivering this Agreement to the Lender the Pledgor submits to personal jurisdiction in any court of competent jurisdiction in Hillsborough or Pinellas County, Florida, agrees that service of process may be had on the Pledgor by service upon the Secretary of State of the State of Florida with a copy sent by certified mail to Pledgor at its address for notices set forth in this Agreement, and that venue of any action arising under or relating to this Agreement shall lie exclusively in Pinellas County, Florida. 20. Waiver of Right to Jury Trial. The Pledgor, for itself, its successors and assigns, hereby waives its right to trial by jury in any action, whether in contract or tort, arising under or in any way related to this Agreement or to the Loan Documents. 21. Assignment. Pledgor acknowledges and agrees that Lender shall have the right to assign this Agreement and all of Lender's rights hereunder. IN WITNESS WHEREOF, the parties have duly executed this Agreement on the day and year first written above. Witnesses: BANKERS INSURANCE GROUP, INC. /s/ Ana R. Fogo By:/s/ Edwin C. Hussemann - -------------------------- --------------------------------- Print name: Ana R. Fogo Name: Edwin C. Hussemann Title: Treasurer /s/ Nancy C. Haire - -------------------------- Print name: Nancy C. Haire STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this 21 day of April, 2003, by Edwin C. Hussemann, who is personally known to me or who produced a Florida driver's license as identification, as Treasurer of Bankers Insurance Group, Inc., on behalf of said corporation. /s/ Nancy C. Haire ------------------------------------ Print Name: Nancy C. Haire Notary Public, State of Florida My Commission Number is: #DD 168156 My Commission Expires: March 25, 2007 [Notary Seal] EX-10 4 bos268581.txt EX-10.6 April 9, 2003 Bankers Insurance Group, Inc. 360 Central Avenue, Suite 17 St. Petersburg, FL 33701 Attention: Mr. Ed Hussemann Gentlemen: Reference is made to the Forbearance and Master Loan Documents Modification Agreement (the "Forbearance Agreement"), dated as of September 18, 2000 and amended as of January 22, 2002, by and between Regions Bank and Bankers Insurance Group, Inc. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Forbearance Agreement. Borrower has requested that the Bank extend the Forbearance Period through the Term Loan Maturity Date. The Bank hereby extends the Forbearance Period for a period commencing on January 1, 2003 and ending January 15, 2004. The effectiveness of the extension is conditioned upon the Bank receiving additional collateral for the Loan in the form of two million shares (the "IMSG Security Shares") of common stock of Insurance Management Solutions Group, Inc. ("IMSG") by way of a Stock Pledge and Security Agreement with accompanying Stock Power in a form acceptable to the Bank. The Bank agrees to fully cooperate with Borrower in connection with the Merger (as defined in the FA) in connection with Borrower's performance of its obligations pursuant to that certain Agreement to Facilitate Merger (the "FA"), dated April 9, 2003, by and between Bankers Insurance Group, Inc., Bankers Insurance Company, Bankers Security Insurance Company and Bonded Builders Service Corp. and Fiserv, Inc., Fiserv Solutions, Inc. and Fiserv Merger Sub, Inc., a copy of which is attached hereto. Borrower agrees to utilize the proceeds from the conversion of its shares of IMSG pursuant to the Merger to reduce the outstanding balance of the Loan to such a level as Bank may require. Should Borrower default under the Loan Documents and fail to cure or eliminate such default, Bank agrees that (i) it shall vote the IMSG Security Shares in the same manner as Borrower votes the shares of IMSG held by Borrower at such time, (ii) it shall accept $3.26 per share as the consideration payable to it upon conversion of the IMSG Security Shares pursuant to the Merger, (iii) it shall not transfer or otherwise dispose of the IMSG Security Shares prior to the termination of the FA in accordance with its terms and (iv) it shall not take any actions which would cause Borrower to be in violation of the FA. Further, the Bank hereby waives the requirements of the Forbearance Agreement specified in Section 3 regarding the Borrower's Monthly Report and Section 7(a) regarding the Borrower's covenant to provide a Business Plan with monthly updates. The Bank shall maintain, and does not waive, its right to demand periodic updates from Borrower regarding either Borrower's financial status or its business plans. This letter does not constitute either a waiver or an admission of any Default, Event of Default, Covenant Default nor Forbearance Default, nor does this letter constitute an agreement or a commitment to extend the Forbearance Period any further or to enter into any arrangement or agreement with regard to any of the foregoing or to accept any cure proposed by Borrower. The Bank expressly reserves all rights it may have under the Credit Agreement and the Loan Documents, as heretofore amended by the Forbearance Agreement. Notice is given that the Bank may decline to extend the Forbearance Period any further and may, instead, elect to pursue any available remedies at the Bank's sole and absolute discretion. Very truly yours, /s/ Anthony D. Nigro ---------------------------------- Anthony D. Nigro, Vice President Accepted by Bankers Insurance Group, Inc. this 25th day of April, 2003. By: /s/ Edwin C. Hussemann ----------------------------- Name: Edwin C. Hussemann Title: Treasurer -----END PRIVACY-ENHANCED MESSAGE-----