-----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, VQpvh2voVxeqfHez/XcAofPb5mGlcSHE8V53fbWFVoBmG0d2WACgfy484Rah8Lo5 efbREg4+5UlqjozU63WsvQ== 0001209191-04-017496.txt : 20040325 0001209191-04-017496.hdr.sgml : 20040325 20040325140513 ACCESSION NUMBER: 0001209191-04-017496 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040323 FILED AS OF DATE: 20040325 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NIELSEN MARK A CENTRAL INDEX KEY: 0001238149 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08483 FILM NUMBER: 04689318 MAIL ADDRESS: STREET 1: 6201 JOHNSON DR CITY: MISSION STATE: KS ZIP: 66202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CERES GROUP INC CENTRAL INDEX KEY: 0000215403 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 341017531 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 17800 ROYALTON RD CITY: STRONGSVILLE STATE: OH ZIP: 44136 BUSINESS PHONE: 2165722400 MAIL ADDRESS: STREET 1: 17800 ROYALTON RD CITY: STRONGSVILLE STATE: OH ZIP: 44136 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL RESERVE LIFE CORP DATE OF NAME CHANGE: 19920703 4 1 bcl06566_bcl1man.xml MAIN DOCUMENT DESCRIPTION X0201 4 2004-03-23 0 0000215403 CERES GROUP INC CERG 0001238149 NIELSEN MARK A 17800 ROYALTON ROAD STRONGSVILLE OH 44136 0 1 0 0 Executive Vice President common stock 2004-03-23 4 A 0 7500 0 A 12547 D Restricted share grant subject to vesting and stockholder approval. /s/ Kathleen L. Mesel as attorney-in-fact for Mark A. Nielsen 2004-03-24 EX-24 3 bcl06566_bcl1ex24.txt POWER OF ATTORNEY POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Kathleen L. Mesel, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or 10% stockholder of Ceres Group, Inc., a Delaware corporation (the "Company"), Forms 3, 4 and 5 (or any successors thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, as may be amended from time to time; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 (or any successors thereto) and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 (or any successors thereto) with respect to the undersigned's holdings of, and transactions in, securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of October 17th, 2003. /s/ Mark A. Nielsen ---------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----