-----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, GfnmukIA4wun2v2HY8wxsnDQ7g0mNy6QMrWOZ/syFNUr21eOBm+nkStUTcvre0fW R2A2mRU81EP4qRwqpe+Ijw== 0000950152-02-009126.txt : 20021204 0000950152-02-009126.hdr.sgml : 20021204 20021204162817 ACCESSION NUMBER: 0000950152-02-009126 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021204 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20021204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANCINSURANCE CORP CENTRAL INDEX KEY: 0000276400 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 310790882 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08738 FILM NUMBER: 02848901 BUSINESS ADDRESS: STREET 1: 20 E BROAD ST STREET 2: 4TH FLOOR CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 6142282800 MAIL ADDRESS: STREET 1: 20 E. BROAD STREET STREET 2: 4TH FLOOR CITY: COLUMBUS STATE: OH ZIP: 43215 8-K 1 l97566ae8vk.txt BANCINSURANCE CORPORATION FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2002 ---------------- BANCINSURANCE CORPORATION -------------------------------------------------------- (Exact name of registrant as specified in its charter) OHIO 0-8738 31-0790882 - ----------------------------- -------------------- ----------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 250 EAST BROAD STREET, 10th FLOOR, COLUMBUS, OHIO 43215 ------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (614) 228-2800 -------------- Index to Exhibits is on Page 3. Item 7. Financial Statements and Exhibits (a) None required. (b) None required. (c) Exhibits. 99 Press Release issued December 4, 2002 Item 9. Regulation FD Disclosure On December 4, 2002, Bancinsurance Corporation issued a press release announcing that it raised $8 million of capital through the issuance of floating rate trust preferred securities by BIC Statutory Trust I, a special purpose business trust subsidiary formed by Bancinsurance. The press release is attached hereto as Exhibit 99 and incorporated herein by reference. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BANCINSURANCE CORPORATION Date: December 4, 2002 By: /s/ Si Sokol ------------------------------------------ Si Sokol, Chairman and Chief Executive Officer 2 INDEX TO EXHIBITS ----------------- Exhibit Number Description - -------------- ----------- 99 Press Release issued December 4, 2002 3 EX-99 3 l97566aexv99.txt BANCINSURANCE CORPORATION EXHIBIT 99 [BANCINSURANCE CORPORATION LOGO] EXHIBIT 99 FOR IMMEDIATE RELEASE For Additional Information Contact: John Sokol President (614) 228-2800 BANCINSURANCE CORPORATION ANNOUNCES SUCCESSFUL COMPLETION OF TRUST PREFERRED ISSUE COLUMBUS, Ohio (December 4, 2002) Bancinsurance Corporation (NASDAQ: BCIS), a specialty insurance holding company, announced today that it raised $8 million of capital through the issuance of floating rate trust preferred securities by BIC Statutory Trust I, a special purpose business trust subsidiary formed by Bancinsurance. The floating rate trust preferred securities were issued in connection with a pooled private placement offering. Keefe, Bruyette & Woods, Inc. and FTN Financial Capital Markets were the placement agents. The floating rate trust preferred securities pay interest quarterly at a rate equal to 3-month LIBOR plus 400 basis points, are redeemable at par on or after December 4, 2007 and mature on December 4, 2032. Under the terms of the transaction, Bancinsurance has guaranteed the payments due under the floating rate trust preferred securities. Bancinsurance President John S. Sokol stated that the proceeds will be used for general corporate purposes, which may include increasing the capital of Bancinsurance's property/casualty insurance subsidiary, Ohio Indemnity Company. The floating rate trust preferred securities were issued pursuant to an exemption from registration under the Securities Act of 1933, as amended. Accordingly, these securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. Bancinsurance Corporation, headquartered in Columbus, Ohio, is principally engaged through its property/casualty insurance subsidiary, Ohio Indemnity Company, in underwriting specialty insurance. Lender insurance products and guaranteed auto protection products protect banks and other lenders against risk arising from theft or damage to certain loan collateral where the borrower has failed to secure or maintain adequate insurance coverage. The Company's surety products include bonds for unemployment insurance servicing commitments for national administrative firms that perform services for non-profit organizations as well as bail bond coverage. With the exception of historical information, this press release includes forward-looking statements that involve risks and uncertainties, including, but not limited to, items which have been detailed from time to time in the Company's Securities and Exchange Commission filings, including the Company's Form 10-K for the year ended December 31, 2001. Actual results may differ materially from management's expectations. All forward-looking statements made in this news release are based on information presently available to management of the Company. The Company assumes no obligation to update any forward-looking statements. ### 4 -----END PRIVACY-ENHANCED MESSAGE-----