0000950123-95-002321.txt : 19950815 0000950123-95-002321.hdr.sgml : 19950815 ACCESSION NUMBER: 0000950123-95-002321 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NAVIGATORS GROUP INC CENTRAL INDEX KEY: 0000793547 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 133138397 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-15886 FILM NUMBER: 95562973 BUSINESS ADDRESS: STREET 1: 123 WILLIAM ST CITY: NEW YORK STATE: NY ZIP: 10038 BUSINESS PHONE: 2124062900 MAIL ADDRESS: STREET 2: 123 WILLIAM ST CITY: NEW YORK STATE: NY ZIP: 10038 10-Q 1 FORM 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended June 30, 1995 -------------------------------------------------------------- Commission file number 0-15886 --------------------------------------------------------- The Navigators Group, Inc. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-3138397 -------------------------------------------------------------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 123 William Street, New York, New York 10038 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (212) 406-2900 -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) 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 reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No --------- --------- Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. On August 11, 1995 there were 8,151,401 shares of common stock, $0.10 par value issued and outstanding. 2 THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES INDEX
Page No. -------- Part I. FINANCIAL INFORMATION: Balance Sheets June 30, 1995 and December 31, 1994 . . . . . . . . . . . . . . 1 Statements of Income Three Months Ended June 30, 1995 and Three Months Ended June 30, 1994 . . . . . . . . . . . . . . . . 2 Six Months Ended June 30, 1995 and Six Months Ended June 30, 1994 . . . . . . . . . . . . . . . . . 3 Statements of Cash Flows Six Months Ended June 30, 1995 and Six Months Ended June 30, 1994 . . . . . . . . . . . . . . . . . 4 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . 5 Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . 7 Part II. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3 THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
June 30, 1995 Dec. 31, 1994 ------------- ------------- (Unaudited) ASSETS Investments: Fixed maturities, available for sale, at fair value (amortized cost: 1995, $191,317,753; 1994, $179,313,149) $193,991,867 $174,579,590 Equity securities, available for sale, at fair value (cost: 1995, $5,200,227; 1994, $4,595,463) 6,664,400 5,763,444 Short-term investments, at cost which approximates market 11,161,116 19,643,813 ----------- ----------- Sub-total investments 211,817,383 199,986,847 Investment in affiliated company 2,399,815 2,386,258 ----------- ----------- Total investments 214,217,198 202,373,105 Cash 1,478,357 730,047 Premiums in course of collection 16,787,740 24,608,943 Commissions receivable 5,800,368 5,126,953 Accrued investment income 3,082,305 2,949,340 Prepaid reinsurance premiums 5,632,667 12,224,772 Reinsurance receivable on paid and unpaid losses and loss adjustment expenses 178,370,467 199,888,216 Federal income tax recoverable 5,824,949 6,406,340 Deferred federal income tax benefit 10,755,640 13,413,513 Deferred policy acquisition costs 2,746,899 2,910,422 Other assets 3,611,595 3,399,430 ----------- ----------- Total assets $448,308,185 $474,031,081 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Reserves for loss and loss adjustment expenses $301,058,329 $314,898,083 Unearned premiums 26,437,164 35,721,013 Reinsurance balances payable 6,061,446 11,002,226 Loans payable to banks 21,000,000 25,500,000 Deferred state & local income taxes 1,074,050 1,221,459 Notes payable to shareholders 942,034 2,608,072 Accounts payable and other liabilities 4,029,354 5,556,994 ----------- ----------- Total liabilities 360,602,377 396,507,847 ----------- ----------- Commitments and contingencies -- -- Stockholders' equity: Preferred Stock, $.10 par value, authorized 1,000,000 shares, no shares issued -- -- Common Stock, $.10 par value Authorized 10,000,000 shares Issued and outstanding 8,151,401 in 1995 and 8,151,401 in 1994 815,140 815,140 Additional paid-in capital 34,983,877 34,983,877 Net unrealized gains (losses) on securities available for sale (net of income taxes (benefits) of $1,407,017 in 1995 and $(1,212,296) in 1994) 2,731,270 (2,353,281) Foreign currency translation adjustment 171,702 105,033 Retained earnings 49,003,819 43,972,465 ----------- ----------- Total stockholders' equity 87,705,808 77,523,234 ----------- ----------- Total liabilities and stockholders' equity $448,308,185 $474,031,081 =========== ===========
See accompanying notes to interim consolidated financial statements. 4 THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended June 30 1995 1994 (Unaudited) Revenues: Net premiums earned $20,933,858 $22,440,458 Commission income 2,879,776 2,861,573 Net investment income 3,441,732 3,327,237 Net realized capital gains 376,517 14,427 Other income 272,641 18,973 ---------- ---------- Total revenues 27,904,524 28,662,668 ---------- ---------- Operating expenses: Losses and loss adjustment expenses incurred 14,484,860 15,492,840 Commissions 3,405,961 4,485,863 Other operating expenses 5,618,018 5,957,057 Interest expense 533,662 516,162 Merger expenses -- 5,679,697 ---------- ---------- Total operating expenses 24,042,501 32,131,619 ---------- ---------- Operating income (loss) before income taxes 3,862,023 (3,468,951) Income tax expense: Current 895,746 1,226,462 Deferred (39,347) 16,499 ---------- --------- Total income tax expense 856,399 1,242,961 Net income (loss) $ 3,005,624 $(4,711,912) ========== ========== Per share data: Average common and common equivalent shares outstanding 8,176,309 8,208,929 Net income (loss) $ 0.37 $ (0.57) ========== ==========
See accompanying notes to interim consolidated financial statements. -2- 5 THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME
Six Months Ended June 30 1995 1994 (Unaudited) Revenues: Net premiums earned $38,651,948 $46,464,942 Commission income 5,473,946 5,502,290 Net investment income 6,854,102 6,372,662 Net realized capital gains 314,370 256,256 Other income 489,764 51,948 ---------- ----------- Total revenues 51,784,130 58,648,098 ---------- ----------- Operating expenses: Losses and loss adjustment expenses incurred 27,597,166 62,096,112 Commissions 5,866,116 8,327,892 Other operating expenses 11,132,653 11,024,516 Interest expense 1,073,585 602,060 Merger Expenses -- 5,679,697 ---------- ----------- Total operating expenses 45,669,520 87,730,277 ---------- ----------- Operating income (loss) before income taxes 6,114,610 (29,082,179) Income tax expense: Current 1,204,075 (4,818,740) Deferred (120,817) (7,615,475) --------- ----------- Total income tax expense 1,083,258 (12,434,215) Net income (loss) $ 5,031,352 $(16,647,964) ========== =========== Per share data: Average common and common equivalent shares outstanding 8,191,127 8,221,034 Net income (loss) $ 0.61 $ (2.03) ========== ===========
See accompanying notes to interim consolidated financial statements. -3- 6 THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30 1995 1994 (Unaudited) Operating activities: Net income $ 5,031,352 $(16,647,964) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation & amortization 345,763 247,171 Reinsurance receivable on paid and unpaid losses and loss adjustment expenses 21,517,749 (63,876,499) Reserve for losses and loss adjustment expenses (13,839,754) 85,591,226 Prepaid reinsurance premiums 6,592,105 5,645,807 Unearned premiums (9,283,849) (6,375,953) Premiums in course of collection 7,821,203 6,437,122 Commissions receivable (673,415) 655,719 Advance to insurance companies -- (2,216,675) Deferred policy acquisition costs 163,523 (100,116) Accrued investment income (132,965) 5,085 Reinsurance balances payable (4,940,780) (1,089,990) Deposits with reinsurers -- 907,500 Funds due reinsurers -- 152,761 Federal income taxes recoverable 581,391 (5,694,428) Deferred federal income taxes 38,560 (7,587,789) Net realized losses (gains) on investments (314,370) (256,256) Other (1,837,061) 3,987,820 ----------- ----------- Net cash provided by operating activities $ 11,069,452 $ (215,459) ----------- ----------- Investing activities: Fixed maturities available for sale at fair value: Redemptions and maturities $ 4,653,409 $ 8,082,307 Sales 40,416,123 9,550,346 Purchases (57,195,991) (25,025,018) Equity securities: Sales 978,664 3,025,869 Purchases (1,415,835) (661,726) Payable for securities purchased 52,526 90,592 Net sale (purchases) of short-term investments 8,482,697 (10,441,811) Purchase of property and equipment (126,697) (415,029) ----------- ----------- Net cash used in investing activities $ (4,155,104) $(15,794,470) ----------- ----------- Financing activities: Proceeds from bank loans $ 1,000,000 $ 23,000,000 Repayment of bank loans (5,500,000) (4,270,000) Notes payable to shareholders (1,666,038) 5,280,263 Distribution to shareholders -- (16,323,003) ----------- ----------- Net cash provided by financing activities (6,166,038) 7,687,260 ----------- ----------- Increase (decrease) in cash 748,310 (8,322,669) Cash at beginning of period 730,047 13,371,089 ----------- ----------- Cash at end of period $ 1,478,357 $ 5,048,420 =========== ===========
See accompanying notes to interim consolidated financial statements. -4- 7 THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES Notes to Interim Consolidated Financial Statements (1) Accounting Policies The interim financial statements are unaudited but reflect all adjustments which, in the opinion of management, are necessary to provide a fair statement of the results of The Navigators Group, Inc. and its subsidiaries (the "Company") for the interim periods presented. All such adjustments are of a normal recurring nature. The results of operations for any interim period are not necessarily indicative of results for the full year. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company's Form 10-K for the year ended December 31, 1994. (2) Acquisition of the Somerset Companies On June 30, 1994, the stockholders of the Company approved eight substantially identical agreements of merger providing for the acquisition by the Company of eight affiliated underwriting agencies, Somerset Marine, Inc., Somerset of Georgia, Inc., Somerset Insurance Services of Texas, Inc., Somerset Insurance Services of California, Inc., Somerset Insurance Services of Washington, Inc., Somerset Property, Inc., Somerset Re Management, Inc. and Navigators Management Corporation, collectively known as the Somerset Companies. The Company issued 2,875,000 shares of its common stock for all the outstanding common stock of the Somerset Companies. The mergers were accounted for under a method of accounting similar to "pooling of interests." (3) Reinsurance Ceded The Company's ceded earned premiums were $18,803,311 and $29,705,134 for the three months ended June 30, 1995 and 1994, respectively, and were $39,843,239 and $58,733,344 for the six months ended June 30, 1995 and 1994, respectively. The Company's ceded losses were $17,350,103 and $26,699,643 for the three months ended June 30, 1995 and 1994, respectively, and were $36,704,896 and $117,861,553 for the six months ended June 30, 1995 and 1994, respectively. (4) Commitments and Contingencies In February 1995, the Insurance Commissioner of the State of California, in accordance with voter referendum "Proposition 103," provided the Company with an initial notification of a rollback of premium rates. In addition, the Company is a defendant in various legal actions arising from the normal -5- 8 course of its business. Management does not believe that the outcome of these actions will result in a material adverse effect to the Company. -6- 9 THE NAVIGATORS GROUP, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations GENERAL The Company is a holding company with 12 wholly owned subsidiaries. Two of the Company's subsidiaries, Navigators Insurance Company and NIC Insurance Company ("NIC"), specialize principally in underwriting marine, aviation and property (including inland marine) insurance and certain lines of specialty reinsurance and non-marine insurance. Navigators Insurance Company has been active since 1983. NIC is a wholly owned subsidiary of Navigators, was licensed in 1989 and began operations during 1990. Navigators Insurance Company and NIC are collectively referred to herein as "Navigators." Eight of the Company's subsidiaries, Somerset Marine, Inc., Somerset of Georgia, Inc., Somerset Insurance Services of Texas, Inc., Somerset Insurance Services of California, Inc., Somerset Insurance Services of Washington, Inc., Somerset Property, Inc., Somerset Re Management, Inc. and Navigators Management Corporation (collectively, the "Somerset Companies"), are a group of underwriting management companies which produce, manage and underwrite insurance and reinsurance for Navigators and nine other unrelated insurance companies. The other subsidiaries of the Company are Somerset Casualty Agency, Inc. and Somerset Marine Aviation Property Managers Inc., which are both inactive. The Somerset Companies were acquired by the Company pursuant to mergers that were approved by the stockholders of the Company at a special meeting held June 30, 1994. The Company accounted for the transfer of the Somerset Companies' assets and liabilities at historical cost under a method of accounting similar to "pooling of interests" and, accordingly, has reported results of operations as if the Company and the Somerset Companies had been combined as of January 1, 1994. The Company's revenue is primarily comprised of premiums, commissions and investment income. Navigators derives substantially all of its business from direct participation in, or by reinsuring certain members of, insurance pools managed by the Somerset Companies. The insurance business and operations of Navigators are managed by one of the Somerset Companies, Navigators Management Corporation. The Somerset Companies specialize principally in four lines of business: marine, aviation and property (including inland marine) insurance and certain lines of specialty reinsurance and non-marine insurance. They underwrite this business through four syndicates of insurance companies, Navigators having the largest participation in each of the four syndicates. The Somerset -7- 10 Companies derive their revenue from commissions, investment income and service fees from Navigators and other insurers. Commissions are earned both on a fixed percentage of premiums and on underwriting profits on business placed with the participating insurance companies within the four syndicates. Property and casualty insurance premiums are cyclical in nature and, accordingly, during a "hard market" demand for property and casualty insurance exceeds supply, or capacity, and as a result, premiums and commissions increase. On the downturn of the property and casualty cycle, supply exceeds demand, and as a result, premiums and commissions decrease. Navigators and the Somerset Companies earn investment income on cash balances and invested assets. The Somerset Companies also earn investment income on fiduciary funds. Such fiduciary funds are invested, subject to applicable insurance regulations, primarily in short-term instruments. RESULTS OF OPERATIONS General. The 1994 results of operations of the Company were dominated by the Northridge, California earthquake, which occurred on January 17, 1994. The Company's pre-tax loss in 1994 from the Northridge Earthquake totalled $39,265,000. As a result of this loss, management has restructured the Company by withdrawing from the large commercial and industrial property business which produced most of the earthquake loss, emphasizing its core ocean marine business, and developing its inland marine business as well as a new non-marine program book of business. The results of the second quarter of 1995 reflect this restructuring in that premiums have been reduced while the continuing book of business has produced profits. However, the results also reflect the continued deterioration of losses from the Northridge Earthquake. During the six months ended June 30, 1995, the total gross losses on direct property claims arising from the Northridge Earthquake increased $16,738,000 from $125,361,000 to $142,099,000. During the three months ended June 30, 1995, the total gross losses on direct property claims arising from the Northridge Earthquake increased $10,668,000 from $131,431,000 to $142,099,000. The net loss to the Company from this increase was $6,221,000 in the six months ended June 30, 1995 and $3,641,000 in the three months ended June 30, 1995, which includes $912,000 of additional recoveries on losses reported in prior periods. There can be no assurance given that additional losses will not be reported or adjustments made to existing reserves. Revenues. Gross written premium for the first six months of 1995 decreased by 30% to $69,212,000 from $98,822,000 for the first six months of 1994. -8- 11 The following table sets forth Navigators' gross written premium by line of business and net written premium in the aggregate:
Six Months Ended June 30, ------------------------- 1995 1994 ---- ---- (Dollars in thousands) -------------------- Marine $28,568 41% $33,464 34% Aviation 24,227 35% 25,925 26% Property and Inland Marine 5,566 8% 26,599 27% Specialty Reinsurance and Non-Marine Insurance 10,851 16% 12,834 13% ------- -- ------ -- Total Gross Premium Written $69,212 100% $98,822 100% ====== ==== ====== ==== Ceded Premium Written (33,336) (52,837) ------ -------- Total Net Premium Written 35,876 45,985 ====== =======
Marine Premium. Gross marine premium written decreased 15% when comparing the first six months of 1995 to the first six months of 1994. Management believes this decrease is due to the timing of certain policies and does not reflect the actual condition of its marine business. It anticipates that the total amount of marine business written in 1995 will be similar to the amount written in 1994. Aviation Premium. Gross aviation premium written decreased 7% from the first six months of 1994 to the first six months of 1995. Following an evaluation of its aviation business, management has decided to reduce its participation in airline and aircraft product business, two segments of its aviation business. The Company expects aviation premium to be substantially less for the 1995 year than it was in 1994. Property Premium. Gross property and inland marine premium written decreased 79% from the first six months of 1994 to the first six months of 1995. In 1994, this business consisted primarily of large commercial and industrial risks with a relatively small amount of inland marine risks. In late 1994, Navigators decided to cease writing large commercial and industrial property risks, which is essentially a property catastrophe book of business, and to concentrate on the inland marine risks and, therefore, 1995 gross written premium is primarily inland marine. Specialty Reinsurance and Non-Marine Insurance Premium. Gross specialty reinsurance and non-marine insurance premium -9- 12 written decreased 15% from the first six months of 1994 to the first six months of 1995. The decrease was due primarily to management's decision to cease writing proportional reinsurance. Management is now developing non-marine program business to augment its reinsurance book. Ceded Premium. The decrease in ceded premium corresponds with the decrease in gross writings along with reinstatement premiums incurred during the first six months of 1994 due primarily to the Northridge Earthquake. Total Premium. Net earned premium for the first six months of 1995 was $38,652,000 as compared to $46,465,000 for the first six months of 1994. Net earned premium generally follows the pattern of written premium. Commission income, based on gross premiums earned and net underwriting profits, remained substantially level during the first six months of 1995 at approximately $5,474,000 compared to approximately $5,502,000 during the corresponding period in 1994. Investment income increased 8% to approximately $6,854,000 during the first six months of 1995 from approximately $6,373,000 during the corresponding period in 1994. This increase is due primarily to the increased amount of invested assets. Included in pre-tax net income were $314,000 in realized capital gains for the first six months of 1995 and $256,000 in realized capital gains for the same period last year. On an after tax basis these represent realized gains of $0.03 and $0.02 per share for the respective periods. Expenses. The ratio of loss and loss adjustment expenses incurred to net premiums earned was 71.4% and 133.6% during the first six months of 1995 and 1994, respectively. The 1994 loss ratio includes losses from the Northridge Earthquake which at that time totalled $29,448,000. The decrease is due primarily to a return to more normal experience in comparison to the losses from the Northridge Earthquake, various airline losses and reinsurance costs in 1994. Commission expense as a percentage of net premiums earned were 15.2% and 17.9% during the first six months of 1995 and 1994, respectively. This decrease is reflective of increased reinstatement premium payments to reinsurers in 1994 as a result of the Northridge Earthquake. Other operating expenses increased 1% to approximately $11,133,000 during the first six months of 1995 from approximately $11,025,000 during the corresponding period in 1994. Severance charges as a result of a reduction in staff accounted for $820,000 of the operating expenses for the first six months of 1995. These severance charges were offset by a commensurate decrease in salary expenses and a decrease in guaranty fund assessments. -10- 13 Interest expense reflected during the first six months of 1995 is attributable to revolving credit loans and a term loan provided for by a credit agreement entered into on August 5, 1994. The term loan's principal was reduced from $22,500,000 at December 31, 1994 to $20,000,000 at June 30, 1995. The revolving credit loans were reduced by $2,000,000 from $3,000,000 at December 31, 1994 to $1,000,000 at June 30, 1995. The effective tax rate was a 17.7% expense and a 42.8% benefit for the six months ended June 30, 1995 and 1994, respectively. For 1995, the effective rate is less than the statutory federal, state and local rates due primarily to tax-free investment income earned. For the first six months of 1995, the Company had after tax income of $5,031,000 compared to an after tax loss of $16,648,000 for the same period last year, primarily due to a return to normal experience in comparison to the losses from the Northridge Earthquake. On a per share basis, this represents net income of $0.61 and a net loss of $2.03 for the first six months of 1995 and 1994, respectively. LIQUIDITY AND CAPITAL RESOURCES Cash flow from operations was $11,069,000 and $(215,000) for the first six months of 1995 and 1994, respectively. Investment assets grew at the rate of 6% during the first six months of 1995 to $214,217,000 at June 30, 1995. Investment income during the six months was $6,854,000, an increase of 8%, reflecting increased assets. The Company has entered into a credit agreement dated as of August 5, 1994. Pursuant to the credit agreement, the Company may borrow, subject to certain conditions, up to an aggregate of $5,000,000 in revolving credit loans. As of June 30, 1995, the Company had outstanding $1,000,000 in revolving credit loans. As of June 30, 1995, the Company's consolidated stockholders' equity was $87,706,000, an increase from $77,523,000 as of December 31, 1994. As of August 4, 1995, the Company has paid approximately $91,727,000 of claims related to the Northridge Earthquake, of which approximately $70,412,000 is subject to indemnification by reinsurers. To date the Company has experienced no significant difficulties collecting reinsured losses. -11- 14 THE NAVIGATORS GROUP, INC. & SUBSIDIARIES Part II - Other Information Item 1. Legal Proceedings: Neither the Company nor any of its subsidiaries is a party to, nor is the property thereof the subject of, any pending legal proceedings which depart from the ordinary routine litigation incident to the kinds of business conducted by the Company and its subsidiaries or, if such proceedings constitute other than routine litigation, in which there is a reasonable possibility of an adverse decision which could have any material adverse effect upon the financial condition of the Company. In February 1995, the Insurance Commissioner of the State of California, in accordance with voter referendum "Proposition 103," provided the Company with an initial notification of a rollback of premium rates. Management does not believe that the outcome of this action will result in a material adverse effect to the Company. Item 2. Changes in Securities: None. Item 3. Defaults Upon Senior Securities: None. Item 4. Submissions of Matters to a Vote of Securities Holders: On June 28, 1995, the stockholders voted for the following matters at the annual stockholder meeting. (a) The election of eight (8) directors to serve until the 1995 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified. The results of the voting were as follows (there were no broker non-votes):
Name For Withheld ---- --- -------- Terence N. Deeks 6,269,175 23,905 Robert M. DeMichele 6,269,175 23,905 Leandro S. Galban, Jr. 6,269,175 23,905 John F. Knight 6,269,175 23,905 Robert Lepowsky 6,269,175 23,905 Marc M. Tract 6,106,875 186,205 Marion A. Woodbury 6,269,175 23,905 Robert F. Wright 6,269,175 23,905
(b) The ratification of the appointment of KPMG Peat Marwick LLP as the independent auditors of the Company. The stockholders cast 6,284,480 votes for -12- 15 and 350 votes against ratification. There were 8,250 abstentions and no broker non-votes. Item 5. Other Information: None. Item 6. Exhibits and Reports on Form 8-K: (a) Exhibits: Exhibit No. Description of Exhibit 27.1 Financial Data Schedule (b) Reports on Form 8-K: There were no reports on Form 8-K filed for the six months ended June 30, 1995. -13- 16 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 thereunto duly authorized. The Navigators Group, Inc. ---------------------------------- (Registrant) August 11, 1995 /s/ W. ALLEN BARNETT --------------- ---------------------------------- (Date) W. Allen Barnett, Senior Vice President, Chief Financial Officer -14- 17 INDEX TO EXHIBITS
Sequentially Numbered Exhibit No. Description of Exhibit Page ----------- ---------------------- ------------ 27.1 Financial Data Schedule
-15- EX-27 2 FINANCIAL DATA SCHEDULE
7 1 U.S. DOLLARS 6-MOS DEC-31-1995 JAN-01-1995 JUN-30-1995 1 193,991,867 0 0 6,664,400 0 0 214,217,198 1,478,357 11,784,855 2,746,899 448,308,185 301,058,329 26,437,164 0 0 21,942,034 815,140 0 0 86,890,668 448,308,185 38,651,948 6,854,102 314,370 5,963,710 27,597,167 5,866,116 11,132,653 6,114,610 1,083,258 5,031,352 0 0 0 5,031,352 0.61 0.61 135,377,082 21,479,776 6,117,390 2,089,776 26,411,755 134,472,717 6,117,390