-----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, CQnGuUK7U+syo39DMjGTU9P52lNGHbhNnSBlq4p5W2p7fXuwIpS2WUC+eShz9xl7 4MofXKoYe0j7PbGnd48iZw== 0001193125-08-139100.txt : 20080624 0001193125-08-139100.hdr.sgml : 20080624 20080624150428 ACCESSION NUMBER: 0001193125-08-139100 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080624 DATE AS OF CHANGE: 20080624 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15981 FILM NUMBER: 08914140 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 11-K 1 d11k.htm FORM 11-K FORM 11-K
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

Form 11-K

 

 

 

x Annual report pursuant to section 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2007.

OR

 

¨ Transition report pursuant to section 15(d) of the Securities Exchange Act of 1934

For the transition period from              to             

Commission file number 333-44735

 

 

 

A. Full title of the plan and address of the plan, if different from that of the issuer named below:

HRH RETIREMENT SAVINGS PLAN

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

HILB ROGAL & HOBBS COMPANY

4951 Lake Brook Drive, Suite 500

GLEN ALLEN, VIRGINIA 23060

(804) 747-6500

 

 

 


Table of Contents

INDEX

 

          Page
Number
A.   

Financial Statements and Schedule

  
   Report of Independent Registered Public Accounting Firm—BDO Seidman, LLP    1
  

Financial Statements:

  
  

Statements of Net Assets Available for Benefits

   2
  

Statement of Changes in Net Assets Available for Benefits

   3
  

Notes to Financial Statements

   4
  

Supplemental Schedule:

  
  

Schedule H, Line 4i—Schedule of Assets (Held at End of Year)

   9
B.   

Exhibits

  
  

23         Consent of Independent Registered Public Accounting Firm—BDO Seidman, LLP

  


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    HRH RETIREMENT SAVINGS PLAN
    By:   Hilb Rogal & Hobbs Company, Plan Administrator
DATE:   June 24, 2008   By:  

/s/    MICHAEL DINKINS        

      Michael Dinkins
     

Executive Vice President and Chief Financial Officer

Hilb Rogal & Hobbs Company


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     HRH RETIREMENT SAVINGS PLAN

 

     Financial Statements and Supplemental Schedule

 

     December 31, 2007 and 2006 and year ended December 31, 2007
     with Report of Independent Registered Public Accounting Firm

 

 


Table of Contents

HRH Retirement Savings Plan

Financial Statements and Supplemental Schedule

December 31, 2007 and 2006 and year ended December 31, 2007

Contents

 

Report of Independent Registered Public Accounting Firm—BDO Seidman, LLP

   1

Financial Statements

  

Statements of Net Assets Available for Benefits

   2

Statement of Changes in Net Assets Available for Benefits

   3

Notes to Financial Statements

   4

Supplemental Schedule:

  

Schedule H, Line 4i—Schedule of Assets (Held at End of Year)

   9


Table of Contents

Report of Independent Registered Public Accounting Firm

To the Plan Administrator

HRH Retirement Savings Plan

Glen Allen, Virginia

We have audited the accompanying statements of net assets available for benefits of the HRH Retirement Savings Plan as of December 31, 2007 and 2006 and the related statement of changes in net assets available for benefits for the year ended December 31, 2007. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the HRH Retirement Savings Plan as of December 31, 2007 and 2006 and the related statement of changes in net assets available for benefits for the year ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes at the end of the year is presented for purposes of additional analysis and is not a required part of the basic financial statements but is a supplementary disclosure required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ BDO Seidman, LLP

Richmond, Virginia

June 24, 2008

 

1


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HRH Retirement Savings Plan

Statements of Net Assets Available for Benefits

 

     December 31
     2007    2006

Assets

     

Investments, at fair value:

     

Mutual Funds

   $ 172,294,188    $ 151,952,051

Collective Trust Funds

     26,499,718      24,760,688

Cash

     368,147      374,030

HRH Common Stock

     9,779,366      11,174,052

Participant Loans

     4,323,516      4,286,764

Group Annuity Contract

     49,604,647      49,167,889
             

Total investments at fair value

     262,869,582      241,715,474

Contribution receivable due from Hilb Rogal & Hobbs Company

     6,709,087      6,112,864
             

Net assets available for benefits at fair value

     269,578,669      247,828,338

Adjustment from fair value to contract value for fully benefit responsive investment contract

     334,599      1,044,416
             

Net assets available for benefits

   $ 269,913,268    $ 248,872,754
             

See accompanying notes.

 

2


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HRH Retirement Savings Plan

Statement of Changes in Net Assets Available for Benefits

Year ended December 31, 2007

 

Additions

  

Investment income

   $ 5,543,777

Contributions:

  

Hilb Rogal & Hobbs Company

     6,716,917

Employees

     27,080,335
      
     33,797,252
      

Total additions

     39,341,029

Deductions

  

Benefit payments

     30,853,472

Administrative expenses

     83,014
      

Total deductions

     30,936,486

Net realized and unrealized appreciation in fair value of investments

     12,635,971
      

Net increase

     21,040,514

Net assets available for benefits at beginning of year

     248,872,754
      

Net assets available for benefits at end of year

   $ 269,913,268
      

See accompanying notes.

 

3


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HRH Retirement Savings Plan

Notes to Financial Statements

December 31, 2007

 

1. Description of the Plan

The following description of the HRH Retirement Savings Plan (the Plan) provides only general information. Participants should refer to the summary plan description for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution plan covering substantially all employees of Hilb Rogal & Hobbs Company (the Company). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Diversified Investment Advisors (the Record Keeper) is the Plan’s record keeper.

Contributions

The Plan includes a before-tax savings feature pursuant to Section 401(k) of the Internal Revenue Code (IRC). Under the before-tax savings feature, participants may elect to contribute from 1% to 50% of their salary on a before-tax basis but at no time shall this contribution exceed limits established by the IRC. Participants may also contribute amounts representing distributions from other qualified defined benefit or contribution plans. Each year the Company makes a minimum matching contribution from current or accumulated profits of 100% of the first 3% of compensation contributed by a participant. In addition, each year the Company may contribute additional amounts from current or accumulated profits at the option of the Company’s Board of Directors based on a percentage of participants’ compensation. No such contributions were made for 2007.

Participants can elect among several available options for investing their share of Company contributions and voluntary contributions. The accounts of those participants who do not make an investment election are automatically invested in the HRH Conservative Allocation Fund.

Participant Accounts

Each participant’s account is credited with the participant’s contributions and allocations of (a) the Company’s contributions and (b) Plan earnings, and is charged with an allocation of administrative expenses. These allocations are based upon a participant’s earnings or account balance, as defined. Forfeited balances of terminated participants’ nonvested accounts are used to reduce future Company contributions.

Vesting

Participants immediately vest in their voluntary contributions and earnings thereon. Vesting in the Company’s contribution plus actual earnings thereon is based on their years of continuous service. A participant is 100% vested after five years of credited service. Should the Plan terminate at some future time, participants will become 100% vested in their accounts.

Loans to Participants

The administrator may make loans to a participant from the participant’s account. Loans are secured by the participant’s remaining account balance. Loans of terminated participants and loans in default are treated as distributions to the participant. Principal and interest are repaid ratably through semi-monthly payroll deductions.

 

4


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HRH Retirement Savings Plan

Notes to Financial Statements (continued)

 

Participants may obtain loans based on the vested value of their account balances; however, loans cannot exceed the lesser of 50% of the participant’s account value or a maximum of $50,000 in accordance with the Department of Labor’s regulations on loans to participants. Loans shall bear a reasonable rate of interest established by the Plan Administrator based on local prevailing rates, and must be repaid over a period not to exceed 5 years unless the loan is used to purchase the participant’s primary residence, in which case the loan term may not exceed 15 years.

Payment of Benefits

Upon termination of service, a participant, subject to Plan limitations, may elect to receive either a lump-sum amount equal to the value of his or her account, or monthly, quarterly, semi-annual or annual installments.

Administrative Expenses

Substantially all investment and administrative expenses of the Plan are paid by the Plan.

 

2. Significant Accounting Policies

The accounting records of the Plan are maintained on the accrual basis.

The Plan’s investments are stated at fair value. Collective trust funds are reported at current unit value which is based on quoted market prices. The fair value of the Stable Value 5 (Transamerica) Fund is determined based on the market value of the underlying investments. Shares of mutual funds are valued at quoted market prices which represent the net asset value of shares held by the Plan at year end. HRH common stock is valued at the quoted market price on the last business day of the Plan year. The participant loans are valued at their outstanding balances which approximates fair value.

As required by Financial Accounting Standards Board Staff Position FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans, the Stable Value 5 (Transamerica) Fund is reported at fair value and adjusted to contract value, as the group annuity contract has been deemed to be fully benefit responsive. Contract value represents contributions plus earnings, less withdrawals or transfers by participants. For 2007, interest was guaranteed at a crediting interest rate of 4.65%. The crediting interest rate may be reset quarterly, semi-annually or annually as elected by the Plan. The crediting interest rate is determined by the issuer based on several agreed-upon criteria, but cannot be less than 0%. The average effective yield for this fund in 2007 and 2006 was approximately 4.65% and 4.50%, respectively.

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 

3. Investments

All of the Plan’s investments are held by State Street Bank and Trust Company, trustee of the Plan. State Street Bank and Trust Company merged with Investors Bank and Trust Company, the Plan’s previous trustee, in 2007.

 

5


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HRH Retirement Savings Plan

Notes to Financial Statements (continued)

 

In 2007, the Company, as the Plan’s sponsor, added two investment funds to the Plan and removed one investment fund from the Plan. Diversified Mid-Cap Value Fund and Columbia Acorn A Fund were added to the Plan and Calamos Growth A Fund was removed from the Plan.

Individual investments representing 5 percent or more of the fair value of net assets available for benefits at either December 31, 2007 or 2006 were as follows:

 

     December 31
     2007    2006

Mutual Funds:

     

Davis New York Venture A Fund

   $ 14,454,230    $ 13,900,541

Diversified Core Bond Fund

     16,100,745      12,948,589

Diversified Stock Index Fund

     13,873,023      13,118,806

Diversified Value & Income Fund

     16,191,094      16,398,468

American Funds Growth Fund of America R4

     30,181,410      26,127,278

American Funds EuroPacific Growth Fund R4

     25,065,893      20,776,407

Oppenheimer Developing Markets N Fund

     16,029,745      10,506,449

Transamerica Premier Balanced Fund

     13,200,102      13,119,077

Group Annuity Contract:

     

Stable Value 5 (Transamerica)

     49,604,647      49,167,889

During 2007, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:

 

Mutual Funds

   $ 12,358,954  

HRH Common Stock

     (87,146 )

Collective Trust Funds

     364,163  
        
   $ 12,635,971  
        

 

4. Income Tax Status

The Plan received a determination letter from the Internal Revenue Service dated April 20, 2006, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (IRC) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The plan administrator believes the Plan currently is designed and being operated in compliance with the applicable requirements of the IRC and therefore, believes that the Plan continues to qualify under Section 401(a) and the related trust continues to be tax exempt.

 

5. Related-Party Transactions

Certain plan assets are invested in funds sponsored by the Record Keeper and stock of the Company. Transactions involving these investments are considered to be party-in-interest transactions for which statutory exemption exists under the Department of Labor Regulations.

 

6


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HRH Retirement Savings Plan

Notes to Financial Statements (continued)

 

6. Subsequent Event—Investments

In 2007, the Record Keeper and Transamerica Asset Management, Inc. consolidated investment management resources. As part of the consolidation, certain investment funds held by the Plan were renamed. Effective May 1, 2008, four funds held by the Plan were renamed as follows:

 

Fund name at December 31, 2007

  

Fund name at May 1, 2008

Diversified Core Bond Fund

   Transamerica Partners Institutional Core Bond Fund

Diversified Value & Income Fund

   Transamerica Partners Institutional Large Value Fund

Diversified Stock Index Fund

   Transamerica Partners Institutional Stock Index Fund

Diversified Mid-Cap Value Fund

   Transamerica Partners Institutional Mid Value Fund

 

7. Subsequent Event—Pending Acquisition of the Company

In June 2008, the Company announced that it has entered into a definitive agreement with Willis Group Holdings Limited (“Willis”) pursuant to which Willis will acquire the Company. The transaction is expected to close in the fourth quarter of 2008, pending regulatory approval, approval by the Company’s shareholders and the satisfaction of other customary closing conditions. The merger’s impact on the Plan has not been determined.

 

7


Table of Contents

Supplemental Schedule


Table of Contents

HRH Retirement Savings Plan

EIN 54-1194795, Plan 001

Schedule H, Line 4i—Schedule of Assets (Held at End of Year)

December 31, 2007

 

Identity of Issue, Borrower, Lessor or Similar Party

   Description of Investment,
Including Maturity Date, Rate of
Interest, Par or Maturity Value
  Current Value

Mutual Funds:

    

Davis New York Venture A Fund

   361,265 shares   $ 14,454,230

Diversified Core Bond Fund*

   1,526,137 shares     16,100,745

Diversified Stock Index Fund*

   1,417,061 shares     13,873,023

Diversified Value & Income Fund*

   1,334,798 shares     16,191,094

Diversified Mid-Cap Value Fund*

   72,446 shares     1,092,486

American Funds Growth Fund of America R4

   893,999 shares     30,181,410

American Funds EuroPacific Growth Fund R4

   499,719 shares     25,065,893

Baron Small Cap Fund

   406,057 shares     9,676,339

Columbia Acorn A Fund

   273,626 shares     7,899,570

Oppenheimer Developing Markets N Fund

   336,194 shares     16,029,745

Transamerica Premier Balanced Fund*

   486,371 shares     13,200,102

Royce Opportunity Service Fund

   789,773 shares     8,529,551
        
       172,294,188

Collective Trust Funds:

    

Diversified Real Estate Fund*

   257,869 shares     5,054,079

HRH Conservative Allocation Portfolio

   355,595 shares     4,364,577

HRH Moderate Allocation Portfolio

   586,196 shares     7,398,734

HRH Aggressive Allocation Portfolio

   705,452 shares     9,682,328
        
       26,499,718

Cash

   —       368,147

Group Annuity Contract:

    

Stable Value 5 (Transamerica)*

   —       49,939,246

HRH Common Stock*

   822,355 shares     9,779,366

Participant Loans*

   Interest rates ranging from 5.11%
to 11.04%; maturity dates vary
with remaining terms from less
than 1 year to 15 years.
    4,323,516
        

Total investments

     $ 263,204,181
        

 

* Indicates party-in-interest to the Plan.

 

9

EX-23 2 dex23.htm CONSENT OF INDEPENDENT ACCOUNTING FIRM CONSENT OF INDEPENDENT ACCOUNTING FIRM

EXHIBIT 23

Consent of Independent Registered Public Accounting Firm

To the Plan Administrator

HRH Retirement Savings Plan

We hereby consent to the incorporation by reference in the Registration Statement (No. 333-44735) on Form S-8 of the HRH Retirement Savings Plan (the Plan), of our report dated June 24, 2008, relating to the statements of net assets available for benefits as of December 31, 2007 and 2006 and the statement of changes in net assets available for benefits for the year ended December 31, 2007 and the related supplemental schedule, appearing in the Plan’s Annual Report on Form 11-K for the year ended December 31, 2007.

/s/ BDO Seidman, LLP

Richmond, Virginia

June 24, 2008

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