-----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, R0c8Xyuxy9cOUjhnlFYu0GAil2YEg0KXhaZGfxY6bGFFEODe+Ncojc+vcSiSSfG2 4Xec4ekjgQ6/OoFg43Od4g== 0000950144-96-002343.txt : 19960515 0000950144-96-002343.hdr.sgml : 19960515 ACCESSION NUMBER: 0000950144-96-002343 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960514 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BANKERS INSURANCE GROUP INC CENTRAL INDEX KEY: 0000350571 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 591985922 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-09633 FILM NUMBER: 96564044 BUSINESS ADDRESS: STREET 1: 11222 QUAIL ROOST DR CITY: MIAMI STATE: FL ZIP: 33157 BUSINESS PHONE: 3052532244 MAIL ADDRESS: STREET 1: 11222 QUAIL ROOST DR CITY: MIAMI STATE: FL ZIP: 33157 10-Q 1 AMERICAN BANKERS INSURANCE GROUP FORM 10-Q 3-31-96 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO _________ AMERICAN BANKERS INSURANCE GROUP, INC. 11222 QUAIL ROOST DRIVE MIAMI, FLORIDA 33157 (305) 253-2244 Commission File Number: 0-9633 State of Incorporation: Florida I.R.S. Employer Identification Number: 59-1985922 Indicate, by check mark, whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ------ ----- Common Stock - Par Value $1.00 20,428,189 Shares Outstanding on April 24, 1996 1 2 Form 10-Q Company or group of companies for which report is filed: AMERICAN BANKERS INSURANCE GROUP, INC. This quarterly report, filed pursuant to Rule 13A-13 of the General Rules and Regulations under the Securities Exchange Act of 1934, consists of the following information as specified in Form 10-Q. Part I - Financial Information Item 1 - Financial Statements 1. Consolidated Balance Sheets, March 31, 1996 and December 31, 1995. 2. Consolidated Statements of Income for the three months ended March 31, 1996 and 1995. 3. Consolidated Statements of Cash Flows for the three months ended March 31, 1996 and 1995. 4. Notes to Consolidated Financial Statements. Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations. Part II - Other Information Item 1 - Legal Proceedings Item 4 - Submission of matters to a vote of security holders Item 6 - Exhibits and Reports a. Exhibits. The following exhibits are included herein: (3b) Corporate By-Laws, Amended and Restated (11) Statement re: computation of earnings per share. (27) Financial Data Schedule (for SEC use only). b. Report on Form 8-K. None 2 3 Form 10-Q SIGNATURE 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 thereunto duly authorized. AMERICAN BANKERS INSURANCE GROUP, INC. May 10, 1996 Date /s/ Arthur W. Heggen ---------------------- Arthur W. Heggen Vice President and Treasurer 3 4 PART I FINANCIAL INFORMATION 4 5 AMERICAN BANKERS INSURANCE GROUP, INC. CONSOLIDATED BALANCE SHEETS MARCH 31, 1996 AND DECEMBER 31, 1995 (IN THOUSANDS)
1996 1995 -------- -------- Assets (unaudited) - ------ Investments Held-to-Maturity securities, at amortized cost $ 668,651 $ 594,277 Available-for-Sale securities, at approximate market value 785,898 793,277 Equity securities, at approximate market value 114,709 113,028 Mortgage loans on real estate 11,647 11,793 Policy loans 7,929 7,819 Short-term and other investments 187,045 168,216 ------------ ------------- Total investments 1,775,879 1,688,410 Cash 10,370 23,257 Accounts receivable, net of allowance for doubtful accounts of $5,052 in 1996 and $5,024 in 1995 131,588 130,970 Reinsurance receivable 163,240 168,128 Accrued investment income 20,100 20,943 Deferred policy acquisition costs 339,498 310,879 Prepaid reinsurance premiums 504,052 502,312 Other assets 177,196 142,835 ------------ ------------- Total assets $ 3,121,923 $ 2,987,734 ============ ============= Liabilities, Common Stock and - ----------------------------- Other Stockholders' Equity -------------------------- Policy liabilities $ 279,257 $ 275,250 Unearned premiums 1,216,990 1,178,867 Claim liabilities 426,009 404,745 ------------ ------------- 1,922,256 1,858,862 Other policyholders' funds 7,271 7,113 Notes payable 256,450 235,981 Deferred income taxes 28,255 29,549 Accrued commissions and other expenses 156,103 136,174 Other liabilities 226,839 207,058 ------------ ------------- Total liabilities 2,597,174 2,474,737 ------------ ------------- Commitments and Contingencies (Note 4) Common Stock and Other Stockholders' Equity - ------------------------------------------- Common stock of $1 par value. Authorized 35,000 shares. Issued and outstanding: 1996-20,476 shares; 1995-20,384 shares 20,476 20,384 Additional paid-in capital 216,283 215,121 Net unrealized investment and foreign exchange (losses) gains (891) 7,255 Retained earnings 299,557 282,748 Less: Treasury stock, at cost - 93 shares in 1996 and 136 shares in 1995 (1,426) (2,516) Unamortized restricted stock (3,406) (3,620) Collateralization of loan to Leveraged Employee Stock Ownership Plan (5,844) (6,375) ------------ ------------- Total common stock and other stockholders' equity 524,749 512,997 ------------ ------------- Total liabilities, common stock and other stockholders' equity $ 3,121,923 $ 2,987,734 ============ =============
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 5 6 AMERICAN BANKERS INSURANCE GROUP, INC. CONSOLIDATED STATEMENTS OF INCOME FOR THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (IN THOUSANDS EXCEPT PER COMMON SHARE DATA) (UNAUDITED)
1996 1995 -------- -------- Gross collected premiums $ 604,649 $ 469,106 ============ ============= Premiums and other revenues: Net premiums earned $ 341,854 $ 284,553 Net investment income 27,439 21,791 Realized investment gains (losses) 1,029 (1,333) Other income 5,375 4,764 ------------ ------------- Total premiums and other revenues 375,697 309,775 ------------ ------------- Benefits and expenses: Net benefits, claims, losses and settlement expenses 147,358 105,357 Commissions 127,694 119,621 Operating expense 65,657 59,662 Interest expense 4,101 3,503 ------------ ------------- Total benefits and expenses 344,810 288,143 ------------ ------------- Income before taxes 30,887 21,632 ------------ ------------- Income tax expense (benefit): Current 7,299 7,456 Deferred 2,952 (695) ------------ -------------- 10,251 6,761 ------------ ------------- Net Income $ 20,636 $ 14,871 ============ ============= PER COMMON SHARE AND COMMON EQUIVALENT SHARE DATA Primary: Net Income $ .99 $ .72 =========== ============ Weighted average number of shares outstanding 20,929 20,728 =========== ============ Fully diluted: Net Income $ .99 $ .72 =========== ============ Weighted average number of shares outstanding 20,976 20,745 =========== ============ Dividends per common share $ .19 $ .18 =========== ============
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 6 7 AMERICAN BANKERS INSURANCE GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (IN THOUSANDS) (UNAUDITED)
1996 1995 -------- -------- OPERATING ACTIVITIES: Net income $ 20,636 $ 14,871 Adjustments to reconcile net income to net cash provided by operating activities: Change in policy liabilities, unearned premiums, claim liabilities, reinsurance receivable and prepaid reinsurance premiums 66,543 18,156 Change in other assets and other liabilities (13,240) (11,913) (Increase) decrease in accounts receivable (618) 5,177 Decrease (increase) in accrued investment income 843 (1,336) Increase in accrued commission and expenses 19,929 6,442 Increase (decrease) in policyholders' funds 158 (1,627) Increase in policy loans (110) (441) Amortization of deferred policy acquisition costs 127,753 104,635 Amortization of cost of insurance acquired 481 639 Policy acquisition costs deferred (156,372) (108,986) Provision for amortization and depreciation 4,189 3,242 Provision for deferred income taxes 2,952 (695) Net (gain) loss on sale of investments (1,029) 1,333 Compensation on option plans shares exercised 477 340 Net cash flow from purchases and sales of trading securities (5,884) (525) -------- -------- Net cash provided by operating activities 66,708 29,312 -------- -------- INVESTING ACTIVITIES: Purchase of investments Held-to-maturity securities (91,900) (59,431) Available-for-sale securities (38,126) (111,340) Mortgage loans - (385) Proceeds from sale of investments Held-to-maturity securities - - Available-for-sale securities 21,412 14,495 Mortgage loans 149 375 Proceeds from maturities of investments Held-to-maturity securities 22,302 33,476 Available-for-sale securities 11,557 4,067 (Increase) decrease in short-term investments (18,925) 14,870 Transactions related to capital assets Capital expenditures (3,689) (1,861) Sales of capital assets 255 92 -------- -------- Net cash used in investing activities (96,965) (105,642) -------- -------- FINANCING ACTIVITIES: Proceeds from issuance of debt 58,000 10,000 Repayment of debt (37,000) (5,000) Dividends paid to shareholders (3,829) (3,627) Proceeds from issuance of common stock 334 100 Purchase of treasury stock (175) - -------- -------- Net cash provided by financing activities 17,330 1,473 -------- -------- Net decrease in cash (12,927) (74,857) Cash at beginning of period 23,257 89,536 Rate Change effect on Cash Flow 40 25 -------- -------- Cash at end of period $ 10,370 $ 14,704 ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest $ 2,904 $ 1,882 Income taxes $ 12,043 $ 2,625
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 7 8 AMERICAN BANKERS INSURANCE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1996 (UNAUDITED) 1. Financial Statements The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended March 31, 1996 are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. These statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report Form 10-K for the year ended December 31, 1995. Certain items have been reclassed to conform with 1996 presentation. 2. Translation of Foreign Currencies Unrealized foreign exchange losses, totaling $12,207,000 and $12,668,000 as of March 31, 1996 and December 31, 1995 respectively, are included in Other Stockholders' Equity under the caption "Net unrealized investment and foreign exchange (losses) gains." 3. Reinsurance The Company accounts for reinsurance contracts under Financial Accounting Standards Board's Statement 113. The Company recognizes the income on reinsurance contracts principally on a pro-rata basis over the life of the policies covered under the reinsurance agreements. Reinsurance Recoverables on Unpaid Losses are included as an asset in the Balance Sheet under the caption "Reinsurance Receivables". Ceded Unearned Premiums are included as an asset in the Balance Sheet under the caption "Prepaid Reinsurance Premiums". The effect of reinsurance on premiums earned is as follows for the three months ended March 31, 1996 and 1995:
(in thousands) Three Months Ended March 31, 1996 March 31, 1995 -------------- -------------- Direct premiums $ 537,903 $ 427,977 Reinsurance assumed 19,435 34,856 Reinsurance ceded (215,484) (178,280) ----------- ------------ Net premiums earned $ 341,854 $ 284,553 =========== ============
Reinsurance ceded incurred losses for the three months ended March 31, 1996 and 1995 were $82,919,000 and $61,404,000 respectively. 8 9 4. Commitments and Contingencies For a comprehensive description of the Company's litigation, see Item III of the Company's 1995 Form 10-K. Other: Alabama litigation The Company and certain of its insurance subsidiaries are presently parties to a number of individual consumer and class action lawsuits pending in Alabama involving premium, rate and policy coverage issues. As has been widely reported in the news media, the insurance and finance industries have been targeted in Alabama by plaintiffs' lawyers who enjoy a favorable judicial climate. The Company typically has been named as a co- defendant with one or several retailer or finance companies who have sold the Company's product to a consumer. A number of other credit insurers are named as co-defendants in many of the suits. Although these lawsuits generally involve relatively small amounts of actual or compensatory damages, they typically assert claims requesting substantial punitive awards. The Company denies any wrongdoing in any of these suits and believes that it has not engaged in any conduct that would warrant an award of punitive damages. The Company has been advised by legal counsel that it has meritorious defenses to all claims being asserted against it. While no one case is necessarily significant in terms of financial risk to the Company, the judicial climate in Alabama is such that the outcome of these cases is extremely unpredictable. Without admitting any wrongdoing, the Company has settled a number of these suits, but there are still a significant number of cases pending, and it is expected that more suits alleging essentially the same causes of action are likely to continue to be filed during 1996. The Company intends to continue to defend itself vigorously against all such suits and believes, based on information currently available, that any liabilities that could result are not expected to have a material effect on the Company's financial position. The Company is involved with a number of cases in the ordinary course of business relating to insurance matters or, more infrequently, certain corporate matters. Generally, the Company's liability is limited to specific amounts relating to insurance or policy coverage for which provision has been made in the financial statements. Other cases involve general corporate matters which generally do not represent significant contingencies for the Company. 9 10 5. Segment Information Gross collected premiums, net premiums earned and income (loss) before federal income taxes are summarized as follows:
(in thousands) Three Months Ended March 31, --------- 1996 1995 -------- -------- GROSS COLLECTED PREMIUMS: Life $ 178,091 $ 134,402 Property and Casualty 426,558 334,704 ------------ ---------- Total $ 604,649 $ 469,106 ============ ========== NET PREMIUMS EARNED: Life $ 101,164 $ 87,183 Property and Casualty 240,690 197,370 ------------ ---------- Total $ 341,854 $ 284,553 ============ ========== INCOME (LOSS) BEFORE INCOME TAXES: Life $ 16,333 $ 12,195 Property and Casualty 22,789 15,936 Other (4,134) (2,996) ------------- ---------- 34,988 25,135 Interest Expense 4,101 3,503 ------------ ---------- Total Income $ 30,887 $ 21,632 ============ ==========
6. Accounting for Investments The Company accounts for its investments according to the Financial Accounting Standards Board's Statement 115 - Accounting for Certain Investments in Debt and Equity Securities. This Statement addresses the accounting and reporting for investments in equity securities that have readily determinable fair values and for all investments in debt securities. Those investments are to be classified in three categories and accounted for as follows: Held-to-Maturity - Securities for which the enterprise has the positive intent and ability to hold to maturity. These securities are carried at amortized cost. Trading Securities - Securities that are bought and held principally for the purpose of selling them in the near term. These securities are carried at market value with the unrealized holding gain or loss included in earnings. Available-for-Sale - Securities not classified as trading or held-to-maturity. These securities are carried at market value with the unrealized holding gain or loss reported as a separate component of equity, net of the income tax effect. 10 11 The detail of Cost and Statement Value for the Fixed Maturities and Equity Securities held at March 31, 1996 is as follows:
(in thousands) Amortized Statement Cost Value ----------- ---------- Fixed Maturities - ---------------- Held-to-Maturity Securities $ 668,651 $ 668,651 Available-for-Sale Securities 783,415 785,898 Trading Securities - - ------------ ----------- Total Fixed Maturities $ 1,452,066 $ 1,454,549 ============ =========== Net unrealized gain $ 2,483 =========== Market Cost Value ----------- ----------- Equity Securities - ----------------- Held-to-Maturity Securities $ - $ - Available-for-Sale Securities 99,581 114,709 Trading Securities - - ------------ ----------- Total Equity Securities $ 99,581 $ 114,709 ============ =========== Net unrealized gain $ 15,128 ===========
The net unrealized gain for "Available-for-Sale Securities" decreased by $8,662,000 (net of $4,028,000 in deferred income taxes) from December 31, 1995 to March 31, 1996. There were no unrealized gains and losses from transfers of Held-to-Maturity Securities. An analysis of the realized gains and losses of the Company for the three months ended March 31, 1996 is as follows:
(in thousands) Gross realized gains from sales of Available-for-Sale Securities $ 2,558 Gross realized losses from sales of Available-for-Sale Securities (1,436) ---------- Net realized gain from investment activity 1,122 Net realized loss from other investment activity (93) ---------- Total realized gain $ 1,029 ==========
The Company uses the specific identification method to determine cost for computing the realized gains and losses. There were no transfers of securities from Available-for-Sale to Trading for the three months ended March 31, 1996. 11 12 AMERICAN BANKERS INSURANCE GROUP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Gross collected premiums increased $135.5 million or 29% to $604.6 million for the three months ended March 31, 1996, from $469.1 million for the same period of 1995. The Company's unemployment product line continues to perform well contributing 22% or $30.3 million of the increase in gross collected premium. Also contributing to the increase is the Company's extended service contract products that approximate $50.2 million representing 8% of the gross collected premium for the three months. During the three months ended March 31, 1996, total premiums and other revenues were $375.7 million, an increase of $65.9 million over total premiums and other revenues of $309.8 million for the same period in 1995. The increase includes a $57.3 million increase in net premiums earned resulting generally from the premium growth experienced by the Company's existing clients. Despite the lower interest rate environment, the increase also included $5.6 million additional investment income during the first quarter of 1996 as compared to the same period of 1995, due to the overall growth in invested assets. The benefits and claims ratio increased to 43% for the three months ended March 31, 1996, compared to the favorable ratio of 37% for the same period of 1995. However, this decline was offset by a reduction in the commissions ratios from 42% for the three months ended March 31, 1995, to 37% for the same period of 1996. The effective tax rate increased from 31.2% for the three months ended March 31, 1995, compared to 33.2% for the same period of 1996. The increased rate is primarily attributable to the increased proportion of profits derived from our U.S. business which is taxed at the statutory rate of 35%. The increase in interest expense from $3.5 million to $4.1 million reflects the effects of higher debt levels ($256.5 million at March 31, 1996, versus $202.3 million at March 31, 1995). The legal environment in Alabama has received national news attention and the Alabama legislature is considering tort reform. The insurance industry has been targeted and changes, if any, cannot be predicted. For this reason Alabama litigation continues to represent an ongoing issue. Financial Condition Total assets at March 31, 1996, and December 31, 1995, were $3.1 billion and $3.0 billion, respectively. Invested assets at the same date were $1.8 billion and $1.7 billion, respectively. As of March 31, 1996, mortgage loans and investment in real estate pertaining to Florida properties were $8.8 million, which represents 67% of the total mortgage loans and real estate portfolio. Liabilities were $2.6 billion and $2.5 billion at March 31, 1996, and at December 31, 1995, respectively, and were primarily comprised of insurance liabilities of $1.9 billion. Stockholders' Equity increased $11.7 million from $513.0 million at December 31, 1995, to $524.7 million at March 31, 1996. The contribution of net income after dividends of $16.8 million was the primary cause for the increase. This was offset partially by an increase in the unrealized investment losses recorded by the Company. The increase in unrealized investment losses was a result of the impact of the declining interest rate environment on the market values of the Company's investment portfolio. 12 13 Liquidity and Capital Resources On March 31, 1996, $1.8 billion of securities, short-term investments and cash comprised 57% of the Company's total assets. The securities were principally readily marketable and did not include any significant concentration in private placements. The Company does not hold significant investments in equity securities; consequently, market changes in the equity securities markets do not significantly affect the investment portfolio. The Company expects to continue its policy of paying regular cash dividends; however, future dividends are dependent on the Company's future earnings, capital requirements and financial condition. In addition, the payment of dividends is subject to the restrictions described in the Company's Annual Report on Form 10-K for the year ended December 31, 1995. The increase in Notes Payable of $20.5 million was mostly attributable to the use of the Company's $250 million short-term credit facility. At March 31, 1996, the Company had $108 million outstanding related to this agreement. Private Securities Litigation Reform Act of 1995 - Safe Harbor Cautionary Statement Except for the historical information contained herein, certain of the matters discussed in this quarterly report are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995, which involve certain risks and uncertainties, including but not limited to, changes in general economic conditions, interest rates, consumer confidence, competition, environmental factors, and government regulations affecting the Company's operations. See the Company's Annual Report on Form 10-K for the year ended December 31, 1995 for a further discussion of these and other risks and uncertainties applicable to the Company's business. 13 14 PART II OTHER INFORMATION 14 15 Item 1 - Legal Proceedings Commitments and Contingencies information which appears on page 9 elsewhere in this report is incorporated by reference in this item. Additional information regarding litigation can be found in the Company's 1995 Annual Report on Form 10-K. Item 4 - Submission of Matters to a Vote of Security Holders None. 15 EX-3.B 2 CORPORATE BY-LAWS AMENDED AND RESTATED 1 EXHIBIT 3b ARTICLE I MEETINGS SECTION 1. ANNUAL MEETINGS The Annual Meeting of the stockholders of the Corporation shall be held at the principal office of the Corporation in the state of Florida or at such other place within or without the state of Florida as may be determined by the Board of Directors and as may be designated in the notice of such meeting. The meeting shall be held during the month of May in each year on such date as the Board of Directors may designate at a meeting held not less than 60 days prior to the date so designated for the Annual Meeting. The business to be transacted at such meeting shall be the election of Directors and such other business as may be properly brought before the meeting. SECTION 2. SPECIAL MEETINGS Special Meetings of the stockholders may be held any place within or without the state of Florida upon call of the Board of Directors, the Executive Committee, the Chief Executive Officer, or when requested in writing by the holders of not less than 75% of all the Voting Shares, as defined in Article VII of the Articles of Incorporation of the Corporation entitled to vote at the meeting (such meeting, if requested by the stockholders, to be held at the office of the Corporation), at such time as may be fixed by the Board of Directors or the Executive Committee or the Chief Executive Officer or such stockholders, as may be stated in the call and notice. SECTION 3. NOTICE OF MEETINGS Written notice of the time, place and purpose, or purposes of every meeting of shareholders shall be delivered not less than ten (10) nor more than sixty (60) days before the meeting, either personally or by mail (the act of mailing being deemed completed service), by or at the direction of the President, the Secretary, or the officer or persons calling the meeting to each stockholder of record entitled to vote at such meeting, and upon any stockholder who, by reason of any action proposed at such meeting, would be entitled to have his shares of stock appraised if such action be taken. If mailed, such notice shall be directed to such stockholder at his last address as its appears on the stock books of the Corporation unless he shall have filed with the Secretary of Corporation a written request that notices intended for him be mailed to the address designated in such request. Such further notice shall be given by mail, publication or otherwise, as may be required by the Articles of Incorporation of the Corporation, by resolution of the Board of Directors or Executive Committee or by law. 2 SECTION 4. QUORUM A majority of the shares entitled to vote represented in person or by proxy shall constitute a quorum at the meeting of stockholders. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of all stockholders unless otherwise provided by statute or the Articles of Incorporation of the Corporation. If at any meeting of stockholders, there should be less than a full quorum present, the stockholders of the majority of the shares of stock entitled to vote so present or represented may adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall have been obtained, when any business may be transacted which might have been transacted at the meeting as first convened had there been a full quorum. SECTION 5. VOTING At all meetings of the stockholders, each holder of record of outstanding shares of the stock of the Corporation entitled to vote thereat may so vote either in person or by proxy appointed by instrument in writing executed by such holder or his duly authorized attorney. No proxy shall be valid after the expiration of eleven (11) months from the date thereof, unless the stockholder executing it shall have specified therein a longer time during which it is to continue in force. SECTION 6. RECORD OF SHAREHOLDERS For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or in order to make a determination of stockholders for any other purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days. if the stock transfer book shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten (10) days immediately preceding the meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any determination of stockholders, such date in any case not more than sixty (60) days and, in case of a meeting, not less than ten (10) days prior to the date on which the particular action requiring such determination of stockholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date of such determination of stockholders. When the determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any new record date for the adjourned meeting. -2- 3 ARTICLE II BOARD OF DIRECTORS SECTION 1. NUMBER AND QUALIFICATIONS The number of Directors constituting the entire Board of the Corporation shall be not less or more than as authorized by the Articles of Incorporation of the Corporation, and shall be fifteen (15) until otherwise determined by the resolution adopted by affirmative vote of a majority of the entire Board of Directors. SECTION 2. MEETINGS OF THE BOARD The Board of Directors shall hold its Annual Meeting as set forth in Section 3 hereafter. Special Meetings of the Board may be held at any time and at any place within or without the continental United States upon the call of the Chairman of the Board, the Chief Executive Officer of the Corporation, or any two Directors. Except with respect to the Annual Meeting of Directors, notice of all Directors' Meetings, whether regular or special, shall be given to each Director by either personal delivery, mail, facsimile, telegram or cablegram at least two (2) days before the meeting unless waived pursuant to Section 8 hereafter. SECTION 3. ANNUAL MEETING OF DIRECTORS The Annual Meeting of the Board of Directors shall be held on the same date and in the same place as the Annual Stockholders' meeting and shall convene immediately after the conclusion of the Annual Meeting of the Stockholders. No notice of such meeting shall be required. SECTION 4. QUORUM -3- 4 The attendance of not less than a majority of the number of Directors at the time constituting the full Board of Directors in accordance with the Articles of Incorporation of the Corporation and these By-Laws shall be necessary to constitute a regular quorum for the transaction of business; provided; however, that if the attendance at such meeting is less than that required for a regular quorum as aforesaid but is one-third (1/3) or more of the full Board of Directors, the number so present shall constitute a special quorum which may proceed to adopt resolutions or take other action which; however, shall not be binding upon the Corporation until such resolutions or actions respectively have been approved in writing by a sufficient number of Directors (in addition to those voting therefore at the meeting) to constitute a total of not less than a majority of the full Board. When such resolutions or other action has been presented in writing to any absent Director or Directors, such resolutions, or other actions shall be deemed approved by said absent Director unless his disapproval is received in writing by the Secretary within fifteen (15) days after receipt by such Director of such resolutions or other action. Any action taken at a meeting at which a quorum is present shall require consent and approval of at least a majority of the full Board. If at any meeting of the Board, there shall be less than a full quorum present, a majority of the Directors present may adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall have been obtained, when any business may be transacted which might have been transacted at the meeting as first convened had there been a full quorum. SECTION 5. VACANCIES AND REMOVAL Vacancies in the Board of Directors shall be filled as prescribed by the Articles of Incorporation of the Corporation. The Directors so chosen shall hold office until the next election of the class for which such directors shall have been chosen and until their successors shall be elected and qualified. Directors may be removed and vacancies caused by their removal may be filled as prescribed by the Articles of Incorporation of the Corporation, and new Directors so chosen shall hold office until the next election of the class for which such Directors shall have been chosen and until their successors shall be elected and qualified. SECTION 6. COMPENSATION Each Director of the Corporation and each member of the Executive Committee, the Building Committee, the Compensation and Nominating Committee, the Audit Committee, the Planning Committee, the Audit Committee, or any special committee shall receive such compensation as the Board may by resolution determine to be proper and reasonable. Nothing herein shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Directors residing outside the county in which any meeting of the Board of Directors is held shall be entitled to reimbursement for reasonable expenses of attending such meeting or meetings. SECTION 7. INDEMNITY The Corporation shall indemnify each Director and Officer and may, by action of the Board of Directors, indemnify other employees, and agents to the fullest extent permitted under Florida Statutes now or hereafter in force. SECTION 8. WAIVER OF NOTICE -4- 5 A Director may waive in writing notice of a special meeting of the Board either before or after the meeting; and his waiver shall be deemed the equivalent of his having been given notice. Attendance of a Director at a meeting shall constitute waiver of notice at that meeting unless he attends for the express purpose of objecting to the transaction of business because the meeting has not been lawfully called or convened. -5- 6 ARTICLE III OFFICER SECTION 1. OFFICERS AND AGENTS The Board of Directors, at its Annual Meeting, shall elect from its members a Chief Executive Officer of the Corporation, a President, a Chairman of the Board of Directors, and a chairman for each committee of the Board. The Board of Directors shall also elect at such meeting Vice Presidents, the Secretary, the Treasurer, and such other officers as it may deem appropriate. Any two or more offices may be held by the same person provided; however, that the office of President and Secretary or Assistant Secretary may not be held by the same person. SECTION 2. TERM OF OFFICE The term of office of all officers shall be one (1) year and until their respective successors are chosen and qualified, but any officer or agent elected or appointed by the Board of Directors may be removed, with or without cause, at any time by the affirmative vote of the majority of the full Board of Directors. SECTION 3. GENERAL POWERS AND DUTIES The officers, agents, and employees of the Corporation shall each have such powers and duties in the management of the property and affairs of the corporation, subject to the control of the Board of Directors, as generally pertain to their respective offices, as well as such powers and duties as from time to time may be prescribed by the Board of Directors. The Board of Directors may require any such officer, agent, or employee to give security for the faithful performance of his duties. SECTION 4. SPECIAL POWERS AND DUTIES OF OFFICERS Without modifying or limiting the general powers and the duties authorized and assigned by Section 3 above, the following named officers shall have the following special powers and duties, provided; however, that the Board of Directors or Executive Committee may, by resolution, shift, consolidate, change or eliminate any of said powers or duties, except where such duties or powers are set by the laws of the state of Florida. CHAIRMAN OF THE BOARD The Chairman of the Board shall preside as Chairman at all meetings of the Board of Directors and shall perform such other duties as may be assigned him by the Board of Directors, the Executive Committee, or the Chief Executive Officer of the Corporation. In the absence of the Chairman, the Vice Chairman, if there be one, shall preside over meetings of the Board of Directors, and shall have such other duties as may be assigned to him by the Board of Directors, the Executive Committee, or the Chief Executive Officer of the Corporation. -6- 7 CHIEF EXECUTIVE OFFICER The Chief Executive Officer shall preside at all meetings of the stockholders, shall be charged with supervision of the offices of the Corporation and of its personnel, shall have responsibility for the general and active management of the business of the Corporation, and shall see that all the orders and resolutions of the Board are carried into effect, subject; however, to the right of the Board to delegate any specific powers to any other officer or officers of the Corporation. PRESIDENT The President, in the absence or disability of the Chief Executive Officer, shall act in his stead and place and shall discharge the duties of Chief Executive Officer and possess his powers. At the direction of the Board of Directors or the Executive Committee, he may assume charge and supervision of the offices of the Corporation and of its personnel and may actively supervise and direct the conduct of its business. He shall also perform such other duties as may be assigned to him by the Board, the Executive Committee or the Chief Executive Officer. The President may also execute contracts in the name of the Corporation and appoint and discharge agents and employees. The President shall be responsible to the Chief Executive Officer. EXECUTIVE VICE PRESIDENT AND OTHER VICE PRESIDENTS. The Board may designate and appoint an Executive Vice President, who, in the absence or disability of the President, shall act in the stead and place, and shall discharge the duties of the President and possess his powers. At the direction of the Board of Directors or the Executive Committee, he may assume charge and supervision of the offices of the Corporation and of its personnel, and may actively supervise and direct the conduct of its business. He shall also perform such other duties as may be assigned to him by the Board, the Executive Committee, the Chief Executive Officer, or the President as shall any other Vice Presidents of the Corporation. The Board may designate and appoint such other Vice presidents as it may, in its discretion, choose to do. In the absence or disability of the Chief Executive Officer, the President and of the Executive Vice President, any other Vice President designated by the Board of Directors or the Executive Committee may discharge the duties of the Chief Executive Officer and shall possess his powers. TREASURER The Treasurer shall have custody of all funds and securities of the Corporation which may come into his hands; shall be charged with the maintenance and supervision of the accounts and financial records and reports; and shall be charged with the preparation and filing of all tax returns. When necessary or proper, he shall endorse on behalf of the corporation for collection, checks, notes and other obligations, and shall deposit same to the credit of the Corporation. He shall see that all balances due to the Corporation by its agents and brokers, or otherwise, are promptly paid and shall promptly report to the Chief Executive Officer any unusual delay in such payments, as well as any default in the payment of rent or of interest or principal on any and all investments belonging to the Corporation. He shall keep faithful and accurate account of all receipts and expenditures and of all other items which enter into the accounting requirements of the Corporation, and when requested, shall render, furnish and submit such financial statements, -7- 8 balance sheets, profit and loss statements or other accounting reports and schedules as the Board, the Executive Committee, or the Chief Executive Officer may direct. He shall also supervise the statistical work and records of the Corporation. He shall also perform such other duties as may be assigned to him by the Board or Executive Committee. In the absence or disability of the Treasurer or when specifically authorized by the Board of Directors of the Executive Committee, an Assistant Treasurer may perform all or any of the duties of the Treasurer herein set forth and such other duties as may be assigned by the Board or the Executive Committee. SECRETARY The Secretary shall have immediate charge of the minute books of the Corporation. He shall have charge of the stock certificate books, the transfer book and stock ledgers. He shall keep accurate minutes of all proceedings of the regular and special meetings of the shareholders and of Directors; he, shall attend to the giving and serving of all notices; and when so ordered, he shall affix the corporate seal to all documents requiring such seal and shall make the necessary attestation or certification; and shall have such other duties as may from time to time be assigned to him by the Board or the Executive Committee. In the absence or disability of the Secretary or when specifically authorized by the Board of Directors or the Executive Committee, an Assistant Secretary may perform all or any of the administrative duties of the Secretary herein set forth. SECTION 5. EXECUTION OF DOCUMENTS The Board of Directors or the Executive Committee may, by appropriate resolution, designate such officers of the Corporation, or of American Bankers Insurance Company of Florida or American Bankers Life Assurance Company of Florida as are authorized and empowered to make and execute all deeds, releases, leases, agreements, contracts, bills of sale, assignments, Power of Attorney or of substitution, and other instruments of writing which may be needful to sell, assign, transfer, convey, release and assure or lease to any party, whether purchaser, lessee or transferee, any estate or property, real or personal, stocks, bonds, loans, storage receipts, certificates of deposit, scrip or evidences of debt or demand standing in the name of the Corporation or any officer on behalf of the Corporation, or held or controlled by it; and to affix the corporate seal of the Corporation to any and all such instruments of writing and to acknowledge or prove the said instruments or any of them and the proper execution, sealing and delivery thereof. The Board of Directors or the Executive Committee from time to time may authorize other officers or agents of the Corporation or of American Bankers Insurance Company of Florida or American Bankers Life Assurance Company of Florida to perform any or all of said duties. -8- 9 ARTICLE IV COMMITTEES SECTION 1. EXECUTIVE COMMITTEE The Board of Directors shall designate an Executive Committee to consist of not less than three (3) Directors of the Corporation and by resolution shall designate the Chairman of said Committee. The Executive Committee shall have and exercise, when the Board is not in session, so far as the Board of Directors may lawfully delegate to it, all of the powers of the Board in the management of the business and affairs of the Corporation and any and all subsidiaries of the Corporation and shall have power to authorize the seal of the Corporation and any subsidiary of the Corporation to be affixed to all papers which may require it; but the Executive Committee shall not have power to fill vacancies in the Board, or to change the membership of, or to fill vacancies in the Executive Committee, the Compensation and Nominating Committee, the Audit Committee, the Building Committee or the Planning Committee, or to make or amend By-Laws of the Corporation, or any subsidiary thereof. The Board shall have the power at any time to fill vacancies in, to change the membership of, to change the number of members of, or to dissolve the Executive Committee. Such number of the members of the Executive Committee as the Board of Directors may by resolution determine shall constitute a quorum. All action taken by the Executive Committee shall be reported to the Board at its meeting next succeeding such action. SECTION 2. COMPENSATION AND NOMINATING COMMITTEE The Board of Directors shall, by resolution, designate a Compensation and Nominating Committee to consist of not less than two (2) directors of the Corporation, none of whom shall be (i) current or former employees of the Corporation or any of its subsidiaries or (ii) directors of the Corporation who receive any remuneration (other than de minimis remuneration as determined under Treasury Regulation 1.162-27), directly or indirectly, from the Corporation or any of its subsidiaries in any capacity other than as a director ("Outside Director"). The Board of Directors shall, by resolution also designate the Chairman of the Compensation and Nominating Committee. The Compensation and Nominating Committee shall establish the compensation package of the Chairman of the Board of Directors, the Chief Executive Officer and the President of the Corporation. The Compensation and Nominating Committee shall review and approve the compensation package suggested by Management for all other officers of the Corporation and its major subsidiaries. The Committee shall be responsible for the administration of all perquisites offered to officers of the Corporation and its major subsidiaries, including, but not necessarily limited to, pension, retirement or profit-sharing plans, management incentive plans, restricted or qualified stock plans, and insurance benefits. The Committee shall have full power and authority to select employees to participate in the Corporation's various stock option plans, to determine the amount and timing of grants, to interpret each plan and establish rules for their administration. In addition, the Committee shall assist the Chairman of the Board and the Chief Executive Officer of the Corporation in development of a management succession plan. -9- 10 The Committee, subject to the control of the Board of Directors or the Executive Committee, shall also recommend and implement criteria regarding composition of the Board of Directors, including, but not limited to, seeking out possible candidates to fill directorships, determining the desirable balance of expertise and composition of the Board of Directors and evaluating the performance of current directors; aid in attracting qualified candidates of directorships; review the management slate of directors to be elected by the shareholders and recommend to the Board of Directors the inclusion of the slate in the proxy statement; review the qualification of candidates for corporate officership, and recommend the officers for approval by the Board of Directors. The Committee shall fix its own rules and procedures and shall meet, at least once quarterly, with its annual meeting prior to the annual Board of Directors meeting, and at any other time at the request of the Board of Directors, the Chairman of the Compensation and Nominating Committee or the Chief Executive Officer of the Corporation. The Chairman of the Compensation and Nominating Committee may request any members of the management of the Corporation or any of its subsidiaries to attend meetings as the Chairman deems necessary. The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of or to change the number of members of the Compensation and Nominating Committee, provided, however, that the Compensation and Nominating Committee shall only consist of Outside Directors and have no fewer than two (2) members. The Board of Directors may, at any time, dissolve the Compensation and Nominating Committee. Such number of members of the Compensation and Nominating Committee as the Board of Directors may by resolution determine shall constitute a quorum. All action taken by the Compensation and Nominating Committee shall be reported to the Board at its meeting next succeeding such action. SECTION 3. AUDIT COMMITTEE The Board of Directors shall designate an Audit Committee to consist of not less than three (3) Directors of the Corporation, none of whom shall be inside Directors, and by resolution shall designate the Chairman of said Committee. Subject to the control of the Board of Directors or the Executive Committee, the Audit Committee shall as to the Corporation and each of its subsidiaries: recommend the selection of the independent auditors to the Board of Directors and review the arrangements and scope of the independent audit; review all financial statements before publication, and review matters of concern to the Audit Committee, the auditors or management relating to these statements or the results of any audit thereof; consider the comments from the independent auditors with respect to any weakness in internal controls and the consideration given corrective action taken by management; review the internal accounting procedures and controls with the Corporation's and the respective subsidiary's financial and accounting staff; review the activities, reports and recommendations of the Corporation's and respective subsidiary's internal auditors and management's supervision and control of that department; and complete any other requests made by the Board of Directors. The Audit Committee shall fix its own rules and procedures and shall meet, at least once annually, on sufficient occasions to fulfill its duties, at the request of the Board of Directors, the Chairman of the Audit Committee, or the chief financial officer. During any meeting of the Committee at which financial statements are to be reviewed, the chief financial officer of the Corporation or the respective subsidiary or his representative shall be present. The internal auditor and/or a representative of the Corporation's or the respective subsidiary's auditors may be invited to any meeting of the Committee by the Chairman of the Committee. The Board of Directors shall have the power at any time to fill vacancies in, to change the number of members of, or to dissolve the Audit Committee. Such number of the members of the Committee as the Board of Directors may by resolution determine shall constitute -10- 11 a quorum. All action taken by the Audit Committee shall be reported to the Board at its meeting next succeeding such action. SECTION 4. BUILDING COMMITTEE The Board of Directors shall designate a Building Committee to consist of not less than three (3) directors and by resolution shall designate the Chairman of said Committee. Subject to the control of the Board of Directors or the Executive Committee, the Building Committee shall formulate the building plans of the Corporation to include liaison with architects, engineers, general contractors, governmental agencies, lending institutions, planners, and consultants as necessary. The Building Committee shall recommend to the Board of Directors comprehensive plans for construction, design, financing, decorating, furnishing, and equipping of office space necessary to accommodate the growth objectives of the Corporation and shall perform the same functions with respect to and shall oversee the management of the Corporation's real properties held for investment. The Building Committee shall fix its own rules and procedures and shall meet as frequently as necessary to fulfill its duties. The Board of Directors shall have the power at any time to fill vacancies in, to choose the number of members of, or to dissolve the Building Committee. Such number of the members of the Building Committee as the Board of Directors may by resolution determine shall constitute a quorum. All action taken by the Building Committee shall be reported to the Board at its meeting next succeeding such action. SECTION 5. PLANNING COMMITTEE The Board of Directors shall designate a Planning Committee to consist of not less than three (3) Directors of the Corporation and by resolution shall designate the Chairman of said Committee. Subject to the control of the Board of Directors or the Executive Committee, the Planning Committee shall periodically review and recommend to the Board of Directors the plans, goals, and objectives of the Corporation and its major subsidiaries; shall review the Consolidated Profit Plan, the Capital Plan and the Business Plans for each business segment of the Corporation annually; and shall monitor, throughout the year, the operating results of each such business segment and the consolidated profit results. The Planning Committee shall fix its own rules and procedures and shall meet at least once annually, or on sufficient occasions to fulfill its duties, and at any other time at the request of the Board of Directors, the Chairman of the Planning Committee or the Chief Executive Officer of the Corporation. The Chairman may request any members of management of the corporation or any of its subsidiaries to attend meetings as he deems necessary. The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of, to change the number of members of, or to dissolve, the Planning Committee. Such number of members of the Committee as the Board of Directors may by resolution determine shall constitute a quorum. All action taken by the Planning Committee shall be reported to the Board at its meeting next succeeding such action. SECTION 6. COMMITTEES The Board of Directors may, in its discretion, by resolution, appoint other committees which shall have and may exercise such powers as shall be conferred or authorized by the resolution appointing them. A majority of any such committee, composed of more than two members may determine its actions and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. The Board shall have power at any time to change the members of such committee, to fill vacancies and to discharge any such committee. -11- 12 ARTICLE V COMMON STOCK SECTION 1. CERTIFICATE OF SHARES The interest of each stockholder shall be evidenced by certificates for shares of stock of the Corporation in such form as the Board of Directors may from time to time prescribe. The certificates of stock shall be signed by the President or a Vice President and the Secretary or an Assistant Secretary and sealed with the seal of the Corporation, and shall be countersigned and registered in such manner, if any, as the Board may by resolution prescribe; provided that, in case such certificates are required by such resolution to be signed by a Transfer Agent or Transfer Clerk or by a Registrar, the signatures of the President or a Vice President and the Secretary or any Assistant Secretary, and the seal of the Corporation upon such certificates may be facsimiles, engraved, or printed. In case such officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such before such certificate is issued, it may be issued by the corporation with the same effect as if such officer had not ceased to be such at the date of its issue. SECTION 2. TRANSFERS Shares in the capital stock of the Corporation shall be transferred only on the books of the Corporation by the holder thereof in person or by his attorney or in case of death by his personal representative, upon surrender for cancellation of certificates for the same number of shares with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require. SECTION 3. LOST OR DESTROYED STOCK CERTIFICATE No certificate for shares of stock of the Corporation shall be issued in place of any certificates alleged to have been lost, stolen or destroyed, except upon production of such evidence of the loss, theft or destruction and upon indemnification of the Corporation and its agents, to such extent and in such manner as the Board of Directors may from time to time prescribe. SECTION 4. CONTROL-SHARE ACQUISITIONS STAT DOES NOT APPLY Florida Statutes Section 607.0902 (1990), and any amendments thereto (the "Statute"), does not apply to control- share acquisitions (as defined in the Statute) of shares of stock of the Corporation occurring on or after November 14, 1990. -12- 13 ARTICLE VI CHECKS, NOTES, ETC. All checks and drafts on the Corporation bank accounts and all bills of exchange, and promissory notes and all acceptances, obligations, and other instruments for payment of money shall be signed by such officers of the Corporation or such officers of American Bankers Insurance Company of Florida or American Bankers Life Assurance Company of Florida or such agents as shall be thereunto authorized from time to time by the Board of Directors or the Executive Committee. No bills or notes shall be signed by or on behalf of the Corporation unless the Board of Directors or the Executive Committee shall expressly authorize the same and shall designate the officers who shall execute same. -13- 14 ARTICLE VII INSPECTORS OF ELECTION In advance of any meeting of the shareholders, the Board of Directors may appoint Inspectors of Election who need not be shareholders to act at such meetings or any adjournment thereof. If Inspectors of Election are not so appointed by the Board of Directors, the Chairman of any such meeting may appoint such Inspectors of Election. If neither the Board of Directors or the Chairman of the meeting appoint Inspectors of Election, any shareholder or proxy thereof may request the election thereof and those individuals appointed shall be by majority vote of the shares present and entitled to vote. In no event shall there be more than three (3) Inspectors of Election and no person who is a candidate for office shall act as an Inspector. In case any person appointed an Inspector fails to appear or refuses to act, the vacancy may be filled by appointment made by the Board of Directors in advance of the convening of the meeting or at the meeting by the person or officer acting as Chairman. -14- 15 ARTICLE VIII AMENDMENTS The By-Laws of the Corporation may be repealed or amended and new By-Laws may be adopted by either the majority vote of the full Board of Directors or at any meeting of the shareholders of record of a majority of the outstanding stock entitled to vote thereat, provided notice of the meeting is given in accordance with these By-Laws and provided further that notice may be waived as provided by Section 3 of Article I hereof, but the Board of Directors may not amend or repeal any By-Law adopted by shareholders if the shareholders specifically provide such By-Law is not subject to amendment or repeal by the Directors. -15- EX-11 3 COMPUTATION OF EARNINGS PER SHARE 1 ITEM 6 (A) EXHIBITS EXHIBIT 11 - STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE (in thousands except per common share data)
Three Months Ended March 31 --------------------------- PRIMARY: 1996 1995 ---- ---- Weighted average shares outstanding 20,929 20,728 ======= ======= Net Income $20,636 $14,871 ======= ======= Net Income - per share $ .99 $ .72 ======= ======= FULLY DILUTED: Weighted average of shares outstanding 20,929 20,728 Assumed conversion of common stock equivalents 47 17 ------- ------- Total 20,976 20,745 ======= ======= Net income $20,636 $14,871 Add convertible debenture interest, net of federal income tax 62 64 ------- ------- Total $20,698 $14,935 ======= ======= Net income - per share $ .99 $ .72 ======= =======
ITEM 6 (B) REPORTS ON FORM 8-K None. EX-27 4 FINANCIAL DATA SCHEDULE
7 1,000 U.S. DOLLARS 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 1 785,898 668,651 0 114,709 11,647 0 1,775,879 10,370 163,240 339,498 3,121,923 279,257 1,216,990 426,009 7,271 256,450 20,476 0 0 504,273 3,121,923 341,854 27,437 1,029 5,375 147,358 0 0 30,887 10,251 20,636 0 0 0 20,636 .99 .99 0 0 0 0 0 0 0
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