-----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, QxpBFTkmWbzsdYK8LEdhASXG5AC+vP37O/mUrDd7IBXPDlX1UL+vwS85/aEKYhBP FLKMGtnfuzURClta/ydPGg== 0001193125-06-004795.txt : 20060111 0001193125-06-004795.hdr.sgml : 20060111 20060111121400 ACCESSION NUMBER: 0001193125-06-004795 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050930 FILED AS OF DATE: 20060111 DATE AS OF CHANGE: 20060111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HILB ROGAL & HOBBS CO CENTRAL INDEX KEY: 0000814898 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 541194795 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-15981 FILM NUMBER: 06524109 BUSINESS ADDRESS: STREET 1: THE HILB, ROGAL AND HAMILTON BUILDING STREET 2: 4951 LAKE BROOK DRIVE, SUITE 500 CITY: GLEN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: 8047476500 MAIL ADDRESS: STREET 1: P O BOX 1220 CITY: GLEN ALLEN STATE: VA ZIP: 23060 FORMER COMPANY: FORMER CONFORMED NAME: HILB ROGAL & HAMILTON CO /VA/ DATE OF NAME CHANGE: 19920703 10-Q/A 1 d10qa.htm AMENDMENT NO.1 TO FORM 10-Q Amendment No.1 to Form 10-Q

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q/A

 

(AMENDMENT NO. 1)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2005

 

Commission File Number 0-15981

 

HILB ROGAL & HOBBS COMPANY

(Exact name of registrant as specified in its charter)

 

Virginia   54-1194795

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

4951 Lake Brook Drive, Suite 500

Glen Allen, Virginia

   23060
(Address of principal executive offices)   (Zip Code)

 

(804) 747-6500

(Registrant’s telephone number, including area code)

 

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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

 

Yes  x    No  ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes  ¨    No  x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

    Class    

        Outstanding at October 31, 2005    
Common Stock, no par value    35,808,454

 

Explanatory Note

 

The Registrant amends its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (the Form 10-Q) (filed on November 7, 2005) as set forth in this Quarterly Report on Form 10-Q/A (Amendment No. 1) (the Form 10-Q/A). The Form 10-Q/A includes amendments to the following sections of the Form 10-Q:

 

  1. Item 6. Exhibits. This is amended to reflect additional Exhibits, numbers 10.6, 10.7, 10.8, 31.3 and 31.4.

 

  2. Exhibit Index. This is amended to reflect additional exhibits, numbers 10.6, 10.7, 10.8, 31.3 and 31.4.

 

PART II—OTHER INFORMATION

 

Item 6. EXHIBITS.

 

  Exhibit No.  
  

Document    

10.1   First Amendment to Credit Agreement, dated September 29, 2005, among the Company, as Borrower; and Wachovia Bank, National Association, as administrative agent
10.2   Agreement between the Attorney General of the State of Connecticut and the Insurance Commissioner of the State of Connecticut and Hilb Rogal & Hobbs Company and its subsidiaries and affiliates dated August 31, 2005 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K dated August 31, 2005, File No. 0-15981)
10.3   Stipulation and Consent Order between the Insurance Commissioner of the State of Connecticut and Hilb Rogal & Hobbs Company and Hilb Rogal & Hobbs of Connecticut, LLC dated August 31, 2005 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K dated August 31, 2005, File No. 0-15981)
10.4   Hilb Rogal & Hobbs Company Restricted Stock Agreement between the Company and Michael Dinkins, dated October 1, 2005
10.5   Hilb Rogal & Hobbs Company Employee Non-Qualified Stock Option Agreement between the Company and Michael Dinkins, dated October 1, 2005
10.6   Offer Letter of Michael Dinkins, dated July 25, 2005, by and between Hilb Rogal & Hobbs Company and Michael Dinkins (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K dated September 13, 2005, File No. 0-15981)
10.7   Executive Employment Agreement of Michael Dinkins, dated September 13, 2005, by and between Hilb Rogal & Hobbs Company and Michael Dinkins (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K dated September 13, 2005, File No. 0-15981)
10.8   Change of Control Employment Agreement of Michael Dinkins, dated September 13, 2005 and effective October 1, 2005, by and between Hilb Rogal & Hobbs Company and Michael Dinkins (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K dated September 13, 2005, File No. 0-15981)
31.1   Certification Statement of Chief Executive Officer Pursuant to Rule 13a – 14(a)/15d – 14(a)
31.2   Certification Statement of Chief Financial Officer Pursuant to Rule 13a – 14(a)/15d – 14(a)
31.3   Amendment No. 1 Certification Statement of Chief Executive Officer Pursuant to Rule 13a – 14(a)/15d – 14(a)
31.4   Amendment No. 1 Certification Statement of Chief Financial Officer Pursuant to Rule 13a – 14(a)/15d – 14(a)
32.1   Certification Statement of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
32.2   Certification Statement of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

 

1

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.

 

       

Hilb Rogal & Hobbs Company

       

(Registrant)

Date January 11, 2006

      

By:

   /s/    MICHAEL DINKINS        
                Michael Dinkins
                Executive Vice President and
Chief Financial Officer
                (Principal Financial Officer)

 

2

HILB ROGAL & HOBBS COMPANY

 

EXHIBIT INDEX

 

  Exhibit No.  
  

Document    

10.1   First Amendment to Credit Agreement, dated September 29, 2005, among the Company, as Borrower; and Wachovia Bank, National Association, as administrative agent
10.2   Agreement between the Attorney General of the State of Connecticut and the Insurance Commissioner of the State of Connecticut and Hilb Rogal & Hobbs Company and its subsidiaries and affiliates dated August 31, 2005 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K dated August 31, 2005, File No. 0-15981)
10.3   Stipulation and Consent Order between the Insurance Commissioner of the State of Connecticut and Hilb Rogal & Hobbs Company and Hilb Rogal & Hobbs of Connecticut, LLC dated August 31, 2005 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K dated August 31, 2005, File No. 0-15981)
10.4   Hilb Rogal & Hobbs Company Restricted Stock Agreement between the Company and Michael Dinkins, dated October 1, 2005
10.5   Hilb Rogal & Hobbs Company Employee Non-Qualified Stock Option Agreement between the Company and Michael Dinkins, dated October 1, 2005
10.6   Offer Letter of Michael Dinkins, dated July 25, 2005, by and between Hilb Rogal & Hobbs Company and Michael Dinkins (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K dated September 13, 2005, File No. 0-15981)
10.7   Executive Employment Agreement of Michael Dinkins, dated September 13, 2005, by and between Hilb Rogal & Hobbs Company and Michael Dinkins (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K dated September 13, 2005, File No. 0-15981)
10.8   Change of Control Employment Agreement of Michael Dinkins, dated September 13, 2005 and effective October 1, 2005, by and between Hilb Rogal & Hobbs Company and Michael Dinkins (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K dated September 13, 2005, File No. 0-15981)
31.1   Certification Statement of Chief Executive Officer Pursuant to Rule 13a – 14(a)/15d – 14(a)
31.2   Certification Statement of Chief Financial Officer Pursuant to Rule 13a – 14(a)/15d – 14(a)
31.3   Amendment No. 1 Certification Statement of Chief Executive Officer Pursuant to Rule 13a – 14(a)/15d – 14(a)
31.4   Amendment No. 1 Certification Statement of Chief Financial Officer Pursuant to Rule 13a – 14(a)/15d – 14(a)
32.1   Certification Statement of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
32.2   Certification Statement of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
 EX-31.3 2 dex313.htm CERTIFICATION Certification

Exhibit 31.3

 

AMENDMENT NO. 1

STATEMENT OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a – 14(a)/15d – 14(a)

 

I, Martin L. Vaughan, III, Chairman and Chief Executive Officer of Hilb Rogal & Hobbs Company, certify that:

 

1. I have reviewed this report on Form 10-Q/A (Amendment No. 1) of Hilb Rogal & Hobbs Company; and

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date January 11, 2006

  

/s/ Martin L. Vaughan, III

   

Martin L. Vaughan, III

   

Chairman and Chief Executive Officer

 EX-31.4 3 dex314.htm CERTIFICATION Certification

Exhibit 31.4

 

AMENDMENT NO. 1

STATEMENT OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a – 14(a)/15d – 14(a)

 

I, Michael Dinkins, Executive Vice President and Chief Financial Officer of Hilb Rogal & Hobbs Company, certify that:

 

1. I have reviewed this report on Form 10-Q/A (Amendment No. 1) of Hilb Rogal & Hobbs Company; and

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date January 11, 2006  

/s/ Michael Dinkins

   

Michael Dinkins

   

Executive Vice President and

Chief Financial Officer

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