8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) August 6, 2008

BALDWIN & LYONS, INC.

 

(Exact name of registrant as specified in its charter)

Indiana 0-5534 35-0160330

(State or other jurisdiction of (Commission (IRS Employer

incorporation or organization) File Number) Identification No.)

1099 North Meridian Street, Indianapolis, Indiana 46204

 

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (317) 636-9800

Not applicable

 

(Former name of former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-

2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-

4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Principal Officers

The following information, including the Exhibit to this Form 8-K, is being furnished pursuant to Item 5.02 – Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Principal Officers.

On August 7, 2008, Baldwin & Lyons, Inc. (“the Company”) issued a press release announcing certain director changes effective August 6, 2008. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K. It is incorporated by reference to Item 9.01 below as if fully set forth therein.

In accordance with Item 5.02(b), the Company announced the retirement of Mr. Otto N. Frenzel III, a director of the Company since 1979, effective August 6, 2008.

In accordance with Item 5.02(d), the Company announced the election as director, to be effective immediately, of Mr. Otto N. Frenzel IV, age 48, to fill the vacancy created by Mr. Otto N. Frenzel III’s retirement. Mr. Frenzel IV is currently chairman of The Symphony Bank and chairman of Kauffman Engineering. Mr. Frenzel IV is member of the audit committee and the nominating committee and there are no reportable transactions with regard to Mr. Frenzel IV as would be required by Item 404(a) of Regulation S-K.

A copy of this press release is also posted on the Company’s website.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1 Baldwin & Lyons, Inc. press release dated August 7, 2008.

SIGNATURES

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

BALDWIN & LYONS, INC.

August 11, 2008 By

/s/ Gary W. Miller Gary W. Miller, Chairman and CEO

EX-99

Baldwin & Lyons, Inc.

Protective Insurance Company

Sagamore Insurance Company

B & L Insurance, Ltd. (Bermuda)

1099 North Meridian Street

Indianapolis, IN 46204

(317) 636-9800

Subject: Director Changes

August 7, 2008

Press Contact: G. Patrick Corydon

(317) 636-9800 (ext. 355)

corydon@baldwinandlyons.com

BALDWIN & LYONS ANNOUNCES DIRECTOR CHANGES

Indianapolis, Indiana, August 7, 2008--Baldwin & Lyons, Inc. (NASD: BWINA, BWINB) today announced that Mr. Otto N. Frenzel III has retired from the Board of Directors of the company, effective August 6, 2008. Mr. Frenzel III, currently retired and was formerly the Chairman of the Board of National City Bank of Indiana, a national bank and a subsidiary of National City Corporation, served as a director since 1979. The Company extends its gratitude for his many years of service and counsel.

Otto N. Frenzel IV was nominated and elected by the Board of Directors to fill the vacant seat on the company’s Board of Directors caused by his father’s retirement. Mr. Frenzel IVis currently chairman of The Symphony Bank, chairman of Kauffman Engineering and serves on various civic boards in the Indianapolis area. Mr. Frenzel IV’s experience includes positions with The National Bank of Indianapolis, National City Bank and Merchants National Bank. A former officer of the United States Marine Corps, Mr. Frenzel IV is a graduate of The Wharton School of Business at the University of Pennsylvania, and holds an MBA in finance from Indiana University.

About the company:

Baldwin & Lyons, Inc., based in Indianapolis, Indiana, is a specialty property-casualty insurer with a leading position in providing liability coverage for large and medium-sized trucking fleets. Additionally, the company’s product offerings include coverage for private passenger automobile and small fleet trucking as well as a limited program of reinsurance assumed.

Cautionary Note Regarding Forward-Looking Statements

Forward-looking statements in this report are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve inherent risks and uncertainties. Readers are encouraged to review the Company’s annual report for its full statement regarding forward-looking information.