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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Fiscal Year Ended December 31, 2000
COMMISSION FILE NO. 0-15981
HILB, ROGAL AND HAMILTON COMPANY
(Exact name of registrant as specified in its charter)
Virginia 54-1194795
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4235 Innslake Drive 23060
Glen Allen, Virginia (Zip Code)
(Address of principal executive offices)
(804) 747-6500
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Class Name of Exchange on Which Registered
-------------- ------------------------------------
Common Stock, no par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K [ ].
State the aggregate market value of the voting stock held by
non-affiliates of the registrant.
$482,658,075 as of March 1, 2001
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Class Outstanding at March 1, 2001
----- ----------------------------
Common Stock, no par value 13,469,290
Documents Incorporated by Reference
-----------------------------------
Portions of the registrant's 2000 Annual Report to Shareholders are incorporated
by reference into Parts I and II of this report.
Portions of the registrant's Proxy Statement for the 2001 Annual Meeting of
Shareholders are incorporated by reference into Part III hereof.
PART I
ITEM 1. BUSINESS
The Company
Hilb, Rogal and Hamilton Company (the "Company"), through its network
of wholly-owned subsidiary insurance agencies (the "Agencies"), places various
types of insurance, including property, casualty, marine, aviation and employee
benefits, with insurance underwriters on behalf of its clients. The Agencies
operate approximately 80 offices in 22 states. The Company's client base ranges
from personal to large national accounts and is primarily comprised of
middle-market commercial and industrial accounts. Insurance commissions
accounted for approximately 91% of the Company's total revenues in 2000. The
Company also advises clients on risk management and employee benefits and
provides claims administration and loss control consulting services to clients,
which contributed approximately 7% of revenues in 2000.
The Company has historically grown principally through acquisitions of
independent agencies with significant local market shares in small to
medium-size metropolitan areas. Since 1984, the Company has acquired 190
independent agencies. The Company's prior growth strategy emphasized
acquisitions of established independent agencies staffed by local professionals
and centralization of certain administrative functions to allow agents to focus
on business production. The Company believes that a key to its success has been
a strong emphasis on local client service by experienced personnel with
established community relationships.
On May 3, 1999, the Company acquired American Phoenix Corporation, the
property and casualty brokerage subsidiary of Phoenix Home Life Mutual Insurance
Company, its largest acquisition to date. American Phoenix Corporation, based in
Hartford, Connecticut, was the 14th largest property and casualty insurance
brokerage firm in the United States. With 16 offices located primarily in the
Mid-Atlantic states, New England and Florida, American Phoenix Corporation
generated approximately $73 million in revenues in 1998.
The Company's current acquisition program is largely focused on
acquisitions which fit into the strategic and regional plans and targets
entities which provide a specialty or product expertise which can be exported
throughout the Company.
The Agencies act as independent agents representing a large number of
insurance companies, which gives the Company access to specialized products and
capacity needed by its clients. Agencies and regions are staffed to handle the
broad variety of insurance needs of their clients. Additionally, certain
Agencies and regions have developed special expertise in areas such as
professional liability, equipment maintenance and construction and this
expertise is made available to clients throughout the regions and Company.
The Company has established direct access to certain foreign insurance
markets without the need to share commissions with excess and surplus lines
brokers. This direct access allows the Company to enhance its revenues from
insurance products written by foreign insurers and allows it to provide a
broader array of insurance products to its clients.
While the Agencies have historically been largely decentralized with
respect to client solicitation, account maintenance, underwriting decisions,
selection of insurance carriers and areas of insurance specialization, the
Company maintains centralized administrative functions, including cash
management and investment, human resources and legal functions, through its
corporate headquarters. Accounting
2
records and systems are maintained at each Agency, but the Company requires each
Agency to comply with standardized financial reporting and control requirements.
Through its internal auditing department, Company personnel periodically visit
each Agency and monitor compliance with internal accounting controls and
procedures.
The Company has created regional operating units to coordinate the
efforts of several local offices in a geographic area to focus on markets,
account retention, client service and new business production. The five U.S.
regions are the Mid-Atlantic (Pennsylvania, Maryland and Virginia); Northeast
(Connecticut, Massachusetts, Maine, New Hampshire, New York and New Jersey);
Southeast (Alabama, Georgia and Florida); Central (Oklahoma, Texas, Kansas,
Michigan and Illinois) and West (Arizona, California, Colorado, Oregon and North
Carolina). Regional management of a sizable mass of coordinated and
complementary resources has enabled each Agency to address a broader spectrum of
client needs and respond more quickly and expertly than each could do on a
stand-alone basis. Additionally, operations were streamlined by merging multiple
locations in the same city into a single profit center and converting smaller
locations into sales offices of a larger profit center in the same region.
The Company derives income primarily from commissions on the sale of
insurance products to clients paid by the insurance underwriters with whom the
Agencies place their clients' insurance. The Company acts as an agent in
soliciting, negotiating and effecting contracts of insurance through insurance
companies and occasionally as a broker in procuring contracts of insurance on
behalf of insureds. The Company derived in excess of 92% of its commission and
fee revenue in 2000 from the sale of insurance products, principally property
and casualty insurance. Accordingly, no breakdown by industry segments has been
made. The balance is primarily derived from service fee income related to claims
management and loss control services, program administration and workers'
compensation consultative service. Within its range of services, the Company
also places surplus lines coverages (coverages not available from insurance
companies licensed by the states in which the risks are located) with surplus
lines insurers for various specialized risks.
Insurance agents' commissions are generally a percentage of the premium
paid by the client. Commission rates vary substantially within the insurance
industry. Commissions depend upon a number of factors, including the type of
insurance, the amount of the premium, the particular insurer, the capacity in
which the Company acts and the scope of the services it renders to the client.
In some cases, the Company or an Agency is compensated by a fee paid directly by
the client. The Company may also receive contingent commissions which are based
on the profit an insurance company makes on the overall volume of business
placed with it by the Company. Contingent commissions are generally received in
the first quarter of each year and, accordingly, may cause first quarter
revenues and earnings to vary from other quarterly results.
The Company provides a variety of professional services to assist
clients in analyzing risks and in determining whether protection against risks
is best obtained through the purchase of insurance or through retention of all,
or a portion of those risks, and the adoption of risk management policies and
cost-effective loss control and prevention programs.
No material part of the Company's business is dependent on a single
client or on a few clients, and the Company does not depend on a single industry
or type of client for a substantial amount of its business. In 2000, the largest
single client accounted for approximately 0.6% of the Company's total revenues.
Operating History and Acquisition Program
The Company was formed in 1982 to acquire and continue an existing
insurance agency network. At that time, the Company undertook a program of
consolidating agencies, closing or selling unprofitable
3
locations and acquiring new agencies. From 1984 to March 1, 2001, a total of 190
agencies have been acquired. One hundred forty of those agencies were acquired
using the purchase method of accounting at a total purchase price of
approximately $302.7 million. In a purchase acquisition, the purchase price of
an agency is typically paid in cash and deferred cash payments. In some cases, a
portion of the purchase price may also be paid in Common Stock and, in the case
of the American Phoenix acquisition, the issuance of Convertible Subordinated
Debentures. From November 1, 1988 to May 1, 1995, 50 agencies were acquired
under the pooling-of-interests method of accounting in exchange for a total of
approximately 8.1 million shares of Common Stock of the Company.
The Company has substantial experience in acquiring insurance agencies.
Generally, each acquisition candidate is subjected to a due diligence process in
which the Company evaluates the quality and reputation of the business and its
management, revenues and earnings, specialized products and expertise,
administrative and accounting records, growth potential and location. For
candidates that pass this screening process, the Company uses a pricing method
that emphasizes pro forma revenues, profits and tangible net worth. As a
condition to completing an acquisition, the Company requires that the principals
be subject to restrictive covenants in a Company prepared form. Once the
acquisition is consummated, the Company takes steps to introduce its procedures
and protocols and to integrate the agency's systems and employees into the
Company.
Competition
The Company participates in a very competitive industry. It is a
leading independent insurance agency system serving a wide variety of clients
through its network of wholly-owned subsidiaries which operate approximately 80
offices located in 22 states. Many of the Company's competitors are larger and
have greater resources than the Company and operate on an international scale.
In some of the Agencies' cities, because no major national insurance
broker has established a presence, the Company competes with local agents and
private, regional firms, some of who may be larger than the Company's local
Agency.
The Company is also in competition with certain insurance companies
which write insurance directly for their customers, and the banking industry, as
well as self-insurance and other employer sponsored programs.
Employees
As of December 31, 2000, the Company had approximately 2,200 employees.
No employees are currently represented by a union. The Company believes its
relations with its employees are good.
Regulation
In every state in which the Company does business, the applicable
Agency or an employee is required to be licensed or to have received regulatory
approval by the state insurance department in order for the Company to conduct
business. In addition to licensing requirements applicable to the Company, most
jurisdictions require individuals who engage in brokerage and certain insurance
service activities to be licensed personally.
The Company's operations depend on the validity of and its continued
good standing under the licenses and approvals pursuant to which it operates.
Licensing laws and regulations vary from jurisdiction to jurisdiction. In all
jurisdictions, the applicable licensing laws and regulations are subject to
amendment
4
or interpretation by regulatory authorities, and generally such authorities are
vested with general discretion as to the grant, renewal and revocation of
licenses and approvals.
ITEM 2. PROPERTIES
Except as mentioned below, the Company leases its Agencies' offices.
Information on the Company's lease commitments is incorporated herein by
reference to "Note H-Leases" of the Notes to Consolidated Financial Statements
in the Company's 2000 Annual Report to Shareholders.
At December 31, 2000, the Company owned buildings in Oklahoma City,
Oklahoma and Victoria, Texas from which the Agencies in those cities operate.
ITEM 3. LEGAL PROCEEDINGS
The Company and its Agencies have no material pending legal proceedings
other than ordinary, routine litigation incidental to the business, to which it
or a subsidiary is a party. With respect to the routine litigation, upon the
advice of counsel, management believes that none of these proceedings, either
individually or in the aggregate, if determined adversely to the Company, would
have a material effect on the financial position or results of operations of the
Company or its ability to carry on its business as currently conducted.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this report.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the registrant are as follows:
Andrew L. Rogal, 52, has been Chairman of the Company since January
2000 and Chief Executive Officer since May 1997. He was President of the Company
from 1995 until December 1999 and has been a director of the Company since 1989.
He was Chief Operating Officer of the Company from 1995 to 1997.
Martin L. Vaughan, III, 54, has been President of the Company since
January 2000. He has been Chief Operating Officer and a director of the Company
since June 1999. Prior thereto, he was President and Chief Executive Officer of
American Phoenix Corporation from 1990 to 1999.
Timothy J. Korman, 48, has been Executive Vice President, Finance and
Administration since 1997 and has been a director of the Company since June
1999. He was Executive Vice President, Chief Financial Officer and Treasurer of
the Company from 1995 to 1997. He is a first cousin of Robert S. Ukrop, a
director of the Company.
Carolyn Jones, 45, has been Senior Vice President, Chief Financial
Officer and Treasurer since 1997 and was Vice President and Controller of the
Company from 1991 to 1997.
5
Walter L. Smith, 43, has been Vice President and General Counsel of the
Company since 1991 and Secretary of the Company since 1998. He was Assistant
Secretary of the Company from 1989 to 1998.
Vincent P. Howley, 52, has been Vice President, Agency Financial
Operations since 1997. He was Vice President-Audit of the Company from 1993 to
1997.
John P. McGrath, 43, has been Senior Vice President - Business and
Product Development since June 1999 and was Vice President of the Company from
1998 to June 1999. He has been Vice President of Hilb, Rogal and Hamilton
Company of Pittsburgh, Inc. and President of HRH Financial Institutions Group,
Inc., subsidiaries of the Company since 1998. He was Director of the
Mid-Atlantic Region from 1995 to March 2000 and President and Chief Executive
Officer of Hilb, Rogal and Hamilton Company of Pittsburgh, Inc. from 1993 to
1998.
William L. Chaufty, 48, has been Vice President of the Company since
1998. He has been Director of the Central Region since 1997 and was President of
Hilb, Rogal and Hamilton Company of Oklahoma, a subsidiary of the Company, from
1989 to 2000.
Michael A. Janes, 41, has been Vice President of the Company since
1998. He has been Director of the West Region since 1997 and Chairman of Hilb,
Rogal and Hamilton Company of Arizona, a subsidiary of the Company, since June
1998. He was President of this subsidiary from 1993 to 1998.
Robert B. Lockhart, 50, has been Vice President of the Company since
May 1999. He has been Director of the Northeast Region since May 1999. He was
President of American Phoenix Corporation of Connecticut from 1996 to 1999.
Prior thereto, he held various positions at Marsh & McLennan, Inc. from 1975 to
1996.
Benjamin A. Tyler, 52, has been Vice President of the Company since May
1999. He has been Director of the Southeast Region since January 2001. He was
Director of the Florida Region from May 1999 to January 2001. He was President
of American Phoenix Corporation of Maryland from 1997 until May 1999. From 1994
until 1997, he was Senior Vice President of Marsh & McLennan,
Baltimore/Washington. Prior thereto, he was President and Senior Consultant of
Inteco, Incorporated from 1981 to 1994.
Steven C. Deal, 47, has been Vice President of the Company since 1998.
He has been Director of the Mid-Atlantic Region since March 2000. He was
National Director of Select Commercial Operations from 1997 until March 2000 and
National Director of Personal Lines from 1998 until March 2000. He has also been
Chairman of Hilb, Rogal and Hamilton Company of Virginia, a subsidiary of the
Company, since October 1997. He was President of this subsidiary from 1990 to
1997.
Richard F. Galardini, 51, has been Vice President of the Company since
1998. He was National Director of Employee Benefits from 1997 to 2000. He was
Executive Vice President and Chief Operating Officer of Hilb, Rogal and Hamilton
Company of Pittsburgh, Inc., a subsidiary of the Company, from 1996 to 1997 and
was Vice President of this subsidiary from 1992 to 1996.
Karl E. Manke, 54, has been Vice President of the Company since May
1999. Prior thereto, he was Vice President, Sales and Marketing for American
Phoenix Corporation from 1993 to 1999.
Henry C. Kramer, 56, has been Vice President, Human Resources since
1997. Prior thereto, he held various human resource positions with Alexander &
Alexander, Inc. in Baltimore, Maryland from 1973 to 1997.
6
Robert W. Blanton, Jr., 36, has been Vice President and Controller of
the Company since May 1998. He was Assistant Vice President and Controller from
1997 to 1998 and was Assistant Vice President of the Company from 1993 to 1997.
Valerie C. Elwood, 39, has been Assistant Vice President of the Company
since 1993.
William C. Widhelm, 32, has been Assistant Vice President, Internal
Audit since 1999. He joined the Company in 1994 and has held various positions
in the auditing department.
All officers serve at the discretion of the Board of Directors. Each
holds office until the next annual election of officers by the Board of
Directors, which will occur after the Annual Meeting of Shareholders, scheduled
to be held on May 1, 2001, or until their successors are elected. There are no
family relationships nor any arrangements or understandings between any officer
and any other person pursuant to which any such officer was selected, except as
noted above.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock has been publicly traded since July 15,
1987. It is traded on the New York Stock Exchange under the symbol "HRH". As of
December 31, 2000, there were 605 holders of record of the Company's Common
Stock.
The following table sets forth the reported high and low sales prices
per share of the Common Stock on the NYSE Composite Tape, based on published
financial sources, and the dividends per share declared on Common Stock for the
quarter indicated.
Cash
Dividends
Quarter Ended Sales Price Declared
- --------------------------------------------------------------------------------
High Low
---- ---
1999
March 31 $19.13 $15.56 $.160
June 30 22.38 17.19 .165
September 30 25.06 20.88 .165
December 31 29.13 24.25 .165
2000
March 31 28.50 25.81 .165
June 30 34.88 27.19 .170
September 30 41.94 34.38 .170
December 31 41.25 36.81 .170
The Company's current dividend policy anticipates the payment of
quarterly dividends in the future. The declaration and payment of dividends to
holders of Common Stock will be at the discretion of the Board of Directors and
will be dependent upon the future earnings and financial condition of the
Company.
7
The Company's current credit facility with five banks limits the
payment of cash dividends and other distributions on the Common Stock of the
Company. The Company may not make dividend payments or other distributions
exceeding $10,500,000 for the year ending December 31, 2000; $11,000,000 for the
year ending December 31, 2001; and $11,500,000 for the years ending December 31,
2002 through the due date of the loan agreement (June 30, 2004.)
ITEM 6. SELECTED FINANCIAL DATA
Information as to selected financial data is incorporated herein by
reference to the material under the heading "Selected Financial Data" in the
Company's 2000 Annual Report to Shareholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Information as to management's analysis of financial condition and
results of operations is incorporated herein by reference to the materials under
the heading "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Company's 2000 Annual Report to Shareholders.
ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
The Company believes that its exposure to market risk associated with
transactions using derivative financial instruments is not material.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this item is submitted in a separate section of this
report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Except as to certain information regarding executive officers included
in Part I, the information required by this item is incorporated by reference to
the Company's definitive Proxy Statement for the 2001 Annual Meeting of
Shareholders to be filed 120 days after the end of the fiscal year.
8
ITEM 11. EXECUTIVE COMPENSATION
Information required by this item is incorporated by reference to the
material included on pages 7 through 16 of the Company's definitive Proxy
Statement for the 2001 Annual Meeting of Shareholders to be filed 120 days after
the end of the fiscal year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information required by this item is incorporated herein by reference
to the material under the headings "Security Ownership of Management" and
"Security Ownership of Certain Beneficial Owners" contained in the definitive
Proxy Statement for the 2001 Annual Meeting of Shareholders to be filed 120 days
after the end of the fiscal year.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required this item is incorporated herein by reference to
the material under the heading "Certain Relationships and Related Transactions"
contained in the Proxy Statement for the 2001 Annual Meeting of Shareholders to
be filed 120 days after the end of the fiscal year.
9
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) and (2). The response to this portion of Item 14 is submitted
as a separate section of this report.
2000 Exhibits - Index
Exhibit No. Document
----------- --------
3.1 Articles of Incorporation (incorporated
by reference to Exhibit 4.1 to the
Company's Registration Statement on
Form S-3, File No. 33-56488, effective
March 1, 1993, hereinafter, the Form
S-3)
3.2 Amended and Restated Bylaws
(incorporated by reference to Exhibit
3.2 to the Company's Form 10-K for the
year ended December 31, 1998, File No.
0-15981)
10.1 Credit Agreement dated as of May 3,
1999, among the registrant, as
Borrower, the lenders named therein,
First Union National Bank, as
administrative agent, PNC Bank, as
documentation agent and NationsBanc
Montgomery Securities LLC, as
syndication agent (incorporated by
reference to Exhibit 99.1 to the
Company's Form 8-K dated May 3, 1999,
File No. 0-15981)
10.2 First Amendment to Credit Agreement and
Waiver, dated March 2000 between the
Registrant and First Union National
Bank, PNC Bank, Bank of America, N.A.,
Fleet National Bank and Crestar Bank
(incorporated by reference to Exhibit
10.1 to the Company's Form 10-Q dated
August 11, 2000, File No. 0-15981)
10.3 Second Amendment to Credit Agreement
and Waiver, dated June 27, 2000 between
the Registrant and First Union National
Bank, PNC Bank, Bank of America, N.A.,
Fleet National Bank and Crestar Bank
(incorporated by reference to Exhibit
10.2 to the Company's Form 10-Q dated
August 11, 2000, File No. 0-15981)
10
Exhibit No. Document
----------- --------
10.4 Third Amendment to Credit Agreement,
dated December 22, 2000 between the
Registrant and First Union National
Bank, PNC Bank, Bank of America, N.A.,
Fleet National Bank and SunTrust Bank
(incorporated by reference to Exhibit
10.28 to the Company's Form S-4 dated
January 23, 2001, File No. 333-50018)
10.5 Indenture dated as of May 3, 1999 made
by and among the registrant and Crestar
Bank as Trustee (incorporated by
reference to Exhibit 10.2 to the
Company's Form 10-Q dated May 14, 1999,
File No. 0-15981)
10.6 Risk Management Agreement dated as of
May 3, 1999 by and between Phoenix Home
Life Mutual Insurance Company and the
registrant (incorporated by reference
to Exhibit 10.3 to the Company's Form
10-Q dated May 14, 1999, File No.
0-15981)
10.7 Incentive Stock Option Plan, as amended
(incorporated by reference to Exhibit
28.27 of the Form S-3)
10.8 Hilb, Rogal and Hamilton Company 2000
Stock Incentive Plan, incorporated by
reference to Exhibit A of the
Registrant's definitive Proxy Statement
for the Annual Meeting of Shareholders
held on May 2, 2000
10.9 Consulting Agreement with Robert H.
Hilb (incorporated by reference to
Exhibit 10.1 to the Company's Form 10-Q
for the quarter ended June 30, 1997,
File No. 0-15981)
10.10 First Amendment to Consulting Agreement
with Robert H. Hilb (incorporated by
reference to Exhibit 10.6 to the
Company's Form 10-K for the year ended
December 31, 1999, File No. 0-15981)
10.11 Employment Agreement of Andrew L. Rogal
(incorporated by reference to Exhibit
10.2 to the Company's Form 10-Q for the
quarter ended June 30, 1997, File No.
0-15981)
10.12 Employment Agreement for Martin L.
Vaughan, III (incorporated by reference
to Exhibit 10.4 to the Company's Form
10-Q dated May 14, 1999, File No.
0-15981)
11
Exhibit No. Document
----------- --------
10.13 Hilb, Rogal and Hamilton Company 1989
Stock Plan, as amended and restated
(incorporated by reference to Exhibit
10.7 to the Company's Form 10-K for the
year ended December 31, 1998)
10.14 Supplemental Executive Retirement Plan,
as amended and restated (incorporated
by reference to Exhibit 10.8 to the
Company's Form 10-K for the year ended
December 31, 1998)
10.15 Hilb, Rogal and Hamilton Company
Outside Directors Deferral Plan, as
amended and restated (incorporated by
reference to Exhibit 10.11 to the
Company's Form S-4 dated January 23,
2001, File No. 333-50018)
10.16 Hilb, Rogal and Hamilton Company
Non-employee Directors Stock Incentive
Plan, as amended and restated
(incorporated by reference to Exhibit
10.10 to the Company's Form 10-K for
the year ended December 31, 1998)
10.17 Hilb, Rogal and Hamilton Company
Executive Voluntary Deferral Plan
(incorporated by reference to Exhibit
10.13 to the Company's Form S-4 dated
January 23, 2001, File No. 333-50018)
10.18 Voting and Standstill Agreement dated
as of May 3, 1999 made by and among the
registrant, PM Holdings, Inc. and
Phoenix Home Life Mutual Insurance
Company (incorporated by reference to
Exhibit 10.5 to the Company's Form 10-Q
dated May 14, 1999, File No. 0-15981)
10.19 Registration Rights Agreement dated as
of May 3, 1999 made between the
registrant, PM Holdings, Inc. and
Phoenix Home Life Mutual Insurance
Company (incorporated by reference to
Exhibit 10.6 to the Company's Form 10-Q
dated May 14, 1999, File No. 0-15981)
10.20 Sale and Quitclaim Agreement between
Hilb, Rogal and Hamilton Company of
Pittsburgh, Inc. and Harold J. Bigler,
Chandler G. Ketchum and Richard F.
Galardini (incorporated by reference to
Exhibit 10.11 to the Company's Form
10-K for the year ended December 31,
1998, File No. 0-15981)
12
Exhibit No. Document
----------- --------
10.21 Form of Change of Control Employment
Agreement for the following executive
officers: Andrew L. Rogal, Timothy J.
Korman, Martin L. Vaughan, III, Carolyn
Jones, Walter L. Smith, Vincent P.
Howley, Henry C. Kramer, and Robert W.
Blanton, Jr. (incorporated by reference
to Exhibit 10.12 to the Company's Form
10-K for the year ended December 31,
1998, File No. 0-15981)
10.22 Form of Change of Control Employment
Agreement for the following executive
officers: John P. McGrath, Richard E.
Simmons, III, William C. Chaufty,
Steven C. Deal, Michael A. Janes,
Robert B. Lockhart, Benjamin A. Tyler,
Karl E. Manke and Richard F. Galardini
(incorporated by reference to Exhibit
10.13 to the Company's Form 10-K for
the year ended December 31, 1998, File
No. 0-15981)
10.23 Employment Agreement of John P. McGrath
(incorporated by reference to Exhibit
10.19 to the Company's Form 10-K for
the year ended December 31, 1999, File
No. 0-15981)
10.24 Employment Agreement of Richard F.
Galardini (incorporated by reference to
Exhibit 10.15 to the Company's Form
10-K for the year ended December 31,
1998, File No. 0-15981)
10.25 Employment Agreement of Michael A.
Janes (incorporated by reference to
Exhibit 10.16 to the Company's Form
10-K for the year ended December 31,
1998, File No. 0-15981)
10.26 Employment Agreement of Timothy J.
Korman as amended by Amendment Number
One, Amendment Number Two and Amendment
Number Three, dated September 1, 1991,
September 1, 1993 and January 1, 1995,
respectively (incorporated by reference
to Exhibit 10.19 to the Company's Form
10-K for the year ended December 31,
1999, File No. 0-15981)
13
Exhibit No. Document
----------- --------
10.27 Non-Piracy Agreement of Robert B.
Lockhart*
10.28 Form of Hilb, Rogal and Hamilton
Employee Non-qualified Stock Option
Agreement with schedule of optionees
and amounts of options granted*
10.29 Form of Hilb, Rogal and Hamilton 2000
Restricted Stock Agreement with
schedule of grantees and amounts of
restricted stock granted*
10.30 Form of Split-Dollar Agreement for the
following named executive officers:
Andrew L. Rogal, Timothy J. Korman and
John P. McGrath*
10.31 Form of Split-Dollar Agreement for the
following named executive officers:
Martin L. Vaughan, III, and Robert B.
Lockhart*
13 2000 Annual Report to Shareholders*
21 Subsidiaries of Hilb, Rogal and
Hamilton Company*
23 Consent of Ernst & Young LLP*
* Filed Herewith
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter of
2000.
(c) Exhibits
The response to this portion of Item 14 as listed in Item 14(a)(3)
above is submitted as a separate section of this report.
(d) Financial Statement Schedules
The response to this portion of Item 14 is submitted as a separate
section of this report.
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant, Hilb, Rogal and Hamilton Company, has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
HILB, ROGAL AND HAMILTON COMPANY
By: /s/ Andrew L. Rogal
-------------------------------
Andrew L. Rogal, Chairman
of the Board and Chief
Executive Officer
Date: March 26, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Andrew L. Rogal Chairman of the Board and Chief March 26, 2001
- ------------------------------------ Executive Officer and Director
Andrew L. Rogal (Principal Executive Officer)
/s/ Carolyn Jones Senior Vice President, Chief Financial March 26, 2001
- ------------------------------------ Officer and Treasurer
Carolyn Jones (Principal Financial Officer)
/s/ Robert W. Blanton, Jr. Vice President and Controller March 26, 2001
- ------------------------------------ (Principal Accounting Officer)
Robert W. Blanton, Jr.
/s/ Robert H. Hilb Chairman Emeritus and Director March 26, 2001
- ------------------------------------
Robert H. Hilb
/s/ Martin L. Vaughan, III President, Chief Operating Officer and March 26, 2001
- ------------------------------------ Director
Martin L. Vaughan, III
/s/ Timothy J. Korman Executive Vice President, March 26, 2001
- ------------------------------------ Administration and Finance and
Timothy J. Korman Director
/s/ Robert S. Ukrop Director March 26, 2001
- ------------------------------------
Robert S. Ukrop
15
Signature Title Date
--------- ----- ----
/s/ Thomas H. O'Brien Director March 26, 2001
- ------------------------------------
Thomas H. O'Brien
/s/ J.S.M. French Director March 26, 2001
- ------------------------------------
J.S.M. French
/s/ Norwood H. Davis, Jr. Director March 26, 2001
- ------------------------------------
Norwood H. Davis, Jr.
/s/ Theodore L. Chandler, Jr. Director March 26, 2001
- ------------------------------------
Theodore L. Chandler, Jr.
/s/ Anthony F. Markel Director March 26, 2001
- ------------------------------------
Anthony F. Markel
/s/ Robert W. Fiondella Director March 26, 2001
- ------------------------------------
Robert W. Fiondella
/s/ David W. Searfoss Director March 26, 2001
- ------------------------------------
David W. Searfoss
16
ITEM 8, ITEMS 14 (a)(1) AND (2) AND (d)
INDEX OF FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FINANCIAL STATEMENT SCHEDULES
CERTAIN EXHIBITS
YEAR ENDED DECEMBER 31, 2000
HILB, ROGAL AND HAMILTON COMPANY
GLEN ALLEN, VIRGINIA
17
HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The report of independent auditors is included on page 19 of this Form
10-K and the following consolidated financial statements of Hilb, Rogal and
Hamilton Company and subsidiaries, included in the Company's 2000 Annual Report
to Shareholders are incorporated by reference in Item 8 of this report:
Consolidated Balance Sheets, December 31, 2000 and 1999
Statement of Consolidated Income,
Years Ended December 31, 2000, 1999 and 1998
Statement of Consolidated Shareholders' Equity,
Years Ended December 31, 2000, 1999 and 1998
Statement of Consolidated Cash Flows,
Years Ended December 31, 2000, 1999 and 1998
Notes to Consolidated Financial Statements
The following consolidated financial statement schedule of Hilb, Rogal and
Hamilton Company and subsidiaries is included in item 14(d):
Page Number
Schedule II Valuation and Qualifying Accounts............. 20
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable and therefore have been
omitted.
18
Report of Ernst & Young LLP, Independent Auditors
-------------------------------------------------
Shareholders and Board of Directors
Hilb, Rogal and Hamilton Company
We have audited the accompanying consolidated balance sheets of Hilb, Rogal and
Hamilton Company and subsidiaries as of December 31, 2000 and 1999, and the
related consolidated statements of income, shareholders' equity and cash flows
for each of the three years in the period ended December 31, 2000. Our audits
also included the financial statement schedule listed in the Index at Item
14(a). These financial statements and schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes 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 consolidated financial position of Hilb, Rogal and
Hamilton Company and subsidiaries at December 31, 2000 and 1999, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States. Also, in our opinion, the
related financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.
As explained in Note B of the consolidated financial statements, in 2000 the
Company changed its method of accounting for policy cancellations.
/s/ Ernst & Young LLP
Richmond, Virginia
February 9, 2001
19
HILB, ROGAL AND HAMILTON COMPANY
AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
Col. A Col. B Col. C Col. D Col. E
Additions
---------
Charged
Balance at Charged to Other Balance
Beginning to Costs Accounts Deductions At End
Description of Period and Expenses (Describe)* (Describe)** of Period
Year ended
December 31, 2000:
Allowance for
doubtful accounts $1,456,000 $1,307,000 $89,000 $974,000 $1,878,000
Year ended
December 31, 1999:
Allowance for
doubtful accounts 1,505,000 402,000 377,000 828,000 1,456,000
Year ended
December 31, 1998:
Allowance for
doubtful accounts 2,299,000 560,000 44,000 1,398,000 1,505,000
- ----------------------
* Recoveries ($62,000) and other adjustments ($27,000)
** Bad debts written off
20