As filed with the Securities and Exchange Commission on December 4, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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 Number)
4951 Lake Brook Drive, Suite 500, Glen Allen, Virginia 23060
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Walter L. Smith, Esq.
Senior Vice President, General Counsel and Secretary
Hilb, Rogal and Hamilton Company
4951 Lake Brook Drive, Suite 500
Glen Allen, Virginia 23060
(804) 747-6500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of Communications to:
Robert E. Spicer, Jr., Esquire
Williams, Mullen, Clark & Dobbins, P.C.
1021 East Cary Street, 16th Floor
Richmond, Virginia 23219
Approximate date of commencement of proposed sale to the public: from time
to time after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
============================ ================ ======================== ==================== ===============
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Offering Price Maximum Aggregate Registration
to be Registered Registered (1) Per Share (2) Offering Price (2) Fee
---------------------------- ---------------- ------------------------ -------------------- ---------------
Common Stock, no par value 85,000 shares $60.25 $5,121,250 $1,224
============================ ================ ======================== ==================== ===============
(1) The amount of Common Stock registered hereunder shall be deemed to include
any additional shares issuable as a result of any stock split, stock dividend or
other change in the capitalization of the Registrant.
(2) Pursuant to Rule 457(c), the offering price is based on the average of the
high ($61.07) and low ($59.43) prices of one share of Common Stock, as reported
in the New York Stock Exchange on November 30, 2001, and has been established
solely for the purpose of calculating the registration fee.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to Completion, Dated December 4, 2001
PROSPECTUS
85,000 Shares
[LOGO]
HILB, ROGAL AND HAMILTON COMPANY
Common Stock
This Prospectus relates to 85,000 shares (the "Shares") of the Common
Stock, no par value (the "Common Stock"), of Hilb, Rogal and Hamilton Company, a
Virginia corporation (the "Company"). The Shares of Common Stock to be sold by
the selling shareholders (the "Selling Shareholders"), identified in this
Prospectus under the caption "Selling Shareholders," were acquired pursuant to
the terms of the Hilb, Rogal and Hamilton Company Executive Voluntary Deferral
Plan, as amended and restated (the "Executive Plan"), and the Hilb, Rogal and
Hamilton Company Outside Directors Deferral Plan, as amended and restated (the
"Directors Plan"), as applicable. See "Selling Shareholders." The Shares will be
offered and sold by the Selling Shareholders from time to time. The Company will
not receive any part of the proceeds from the sale of the Shares.
The Selling Shareholders may sell all or any portion of the Shares for
their own accounts from time to time in one or more transactions through brokers
or dealers at market prices then prevailing, in underwritten transactions at
prices related to then-current market prices or in individually negotiated
transactions at such prices as may be agreed upon. See "Plan of Distribution."
The Company will pay all expenses in connection with the registration
of the Shares under the Securities Act of 1933, as amended (the "Securities
Act"), including the preparation of this Prospectus. See "Plan of Distribution."
See "Risk Factors" beginning on page 4 for a discussion of certain
factors that should be considered in connection with an investment in the
Shares.
__________________
The Common Stock is listed on the New York Stock Exchange under the
symbol "HRH." On November 30, 2001, the closing sales price of the Common Stock
as reported on the New York Stock Exchange Composite Tape was $59.43 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is December __, 2001.
ABOUT THIS PROSPECTUS
This Prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission (the "Commission") using a "shelf"
registration process. Under this shelf process, the Selling Shareholders may
offer from time to time the securities described in this Prospectus in one or
more offerings up to a total share amount of 85,000 shares. This Prospectus
provides you with a general description of our Company and those securities. In
the future, we may provide you with a prospectus supplement which may add,
update or change information contained in this Prospectus. You should read this
Prospectus and any applicable prospectus supplement together with the additional
information described under the heading "Available Information."
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance with
the Exchange Act we file reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information filed by us
can be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549-1004, and at the following Regional Offices of the Commission: New
York Regional Office, 233 Broadway, New York, New York 10279 and Chicago
Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such materials can also be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549-1004, at prescribed rates. The Commission maintains a Web
site (http://www.sec.gov) that contains reports, proxy statements and other
information regarding registrants, such as us, that file electronically with the
Commission. The Common Stock is listed on the New York Stock Exchange (the
"NYSE"), and such reports, proxy statements and other information relating to us
can also be inspected at the offices of the NYSE, 20 Broad Street, New York, New
York 10005.
This Prospectus constitutes a part of a registration statement on Form
S-3 (the "Registration Statement") filed by us with the Commission under the
Securities Act. As permitted by the rules and regulations of the Commission,
this Prospectus omits certain information contained in the Registration
Statement. For further information, reference is hereby made to the Registration
Statement and to the exhibits thereto, which may be inspected and copied in the
manner and at the locations described above. Statements contained in this
Prospectus concerning provisions of any document filed as an exhibit to the
Registration Statement, incorporated by reference into this Prospectus or
otherwise filed with the Commission are not necessarily complete, and each such
statement is qualified in its entirety by reference to the copy of such document
filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following reports and other documents previously filed by us with
the Commission under the Exchange Act are incorporated by reference into this
Prospectus:
(a) our Annual Report on Form 10-K for the year ended December 31,
2000 (the "Form 10-K");
(b) the portions of our Proxy Statement for the Annual Meeting of
Shareholders held on May 1, 2001 that have been incorporated by reference into
the Form 10-K;
(c) our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2001, June 30, 2001 and September 30, 2001;
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(d) our Current Report on Form 8-K filed June 11, 2001; and
(e) the description of our Common Stock contained in our Current
Report on Form 8-K filed on January 23, 2001.
All reports and other documents we filed pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering contemplated by this Prospectus shall
be deemed to be incorporated by reference into this Prospectus and to be a part
of it from the date of filing of such reports and other documents. Any statement
contained in this Prospectus or in a report or document incorporated or deemed
to be incorporated by reference into this Prospectus shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained in this Prospectus (or in any other subsequently filed
document that also is incorporated or deemed to be incorporated by reference
into this Prospectus) modifies or supersedes such previous statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
We will provide, without charge, to each person to whom this Prospectus
is delivered, on that person's written or oral request, a copy of any or all of
the foregoing documents incorporated by reference into this Prospectus (other
than certain exhibits to such documents). Requests for such copies should be
directed to Walter L. Smith, Esquire, Senior Vice President, General Counsel and
Secretary, Hilb, Rogal and Hamilton Company, 4951 Lake Brook Drive, Suite 500,
Glen Allen, Virginia 23060, telephone number (804) 747-6500.
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
We caution you that this Prospectus includes "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 and is subject to the safe harbor created by those acts. Among other
things, these statements relate to our financial condition, results of operation
and business. These forward-looking statements are generally identified by the
words or phrases "would be," "will allow," "expects to," "will continue," "is
anticipated," "estimate," "project" or similar expressions.
While we provide forward-looking statements to assist in the
understanding of our anticipated future financial performance, we caution
readers not to place undue reliance on any forward-looking statements which
speak only as of the date that we make them. Forward-looking statements are
subject to significant risks and uncertainties, many of which are beyond our
control. Although we believe that the assumptions underlying our forward-looking
statements are reasonable, any of the assumptions could prove to be inaccurate.
Actual results may differ materially from those contained in or implied by these
forward-looking statements for a variety of reasons.
We have included risk factors and uncertainties that might cause such a
difference in the "Risk Factors" section of this Prospectus on page 4.
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RISK FACTORS
Before you invest in our Common Stock, you should be aware of various
risks, including the risks described below. You should carefully consider these
risk factors, together with all of the other information included in this
Prospectus, before you decide whether to purchase shares of our Common Stock.
Because our commission revenues are based on premiums set by insurers, any
decreases in these premium rates will result directly in revenue decreases for
us
We are engaged in insurance agency and brokerage activities and derive
revenues primarily from commissions on the sale of insurance products to clients
that are paid by the insurance underwriters with whom our subsidiary agencies
place their clients' insurance. These commissions are based on the premiums that
the insurance underwriters charge, and we do not determine insurance premium
rates. In addition, these premiums historically have been cyclical in nature and
have displayed a high degree of volatility based on the prevailing economic and
competitive factors that affect insurance underwriters. These factors, which are
not within our control, include the capacity of insurance underwriters to place
new business, non-underwriting profits of insurance underwriters, consumer
demand for insurance products, the availability of comparable products from
other insurance underwriters at a lower cost and the availability of alternative
insurance products, such as government benefits and self-insurance plans, to
consumers.
We cannot predict the timing or extent of future changes in premiums
and thus commissions. As a result, we cannot predict the effect that future
premium rates would have on our operations. While increases in premium rates
will result directly in revenue increases for us, decreases in premium rates,
however, will result directly in revenue decreases for us. These decreases may
adversely affect our results of operations for the periods in which they occur.
Carrier override and contingent commissions are less predictable than usual, and
any decreases in our collection of them may have an impact on our operating
results that we are unable to anticipate
We derive a portion of our revenues from carrier override and
contingent commissions based upon the terms of the contractual relationships
between the insurance underwriters and our subsidiary agencies. Carrier override
commissions are commissions paid by insurance underwriters in excess of the
standard commission rates on specific classes of business. These amounts are not
contingent on achieving a specific premium volume or profitability of the
business. Contingent commissions are commissions paid by insurance underwriters
and are based on the estimated profit that the underwriter makes on the overall
volume of business that we place with it. We generally receive these commissions
in the first and second quarters of each year. In the aggregate, these
commissions generally account for 5% to 10% of our total revenues.
Due to recent changes in our industry, we cannot predict the payment of
these commissions as well as we have been able to in the past. One of these
changes, the high loss ratios experienced by insurance carriers, has resulted in
a decreased profit to them and may result in decreases in the payment of
contingent commissions to us. Furthermore, we have no control over insurance
carriers' ability to estimate loss reserves, which affects our profit-sharing
calculation. Another change, the tightening of underwriting criteria by certain
insurance underwriters, due in part to the high loss ratios, may result in a
lower volume of business that we are able to place with them. Carrier override
and contingent commissions affect our revenues, and decreases in their payment
to us may have an adverse effect on our results of operations.
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Our continued growth will be enhanced through acquisitions of insurance
agencies, but we may not be able successfully to identify suitable acquisition
candidates
Our strategic plan focuses on the regular and systematic evaluation and
acquisition of insurance agencies and, between 1984 and the date of this
Prospectus, we have acquired approximately 190 independent agencies. While we
generally expect our revenues to increase over time from internal growth,
acquisitions directly enhance our revenue growth.
There can be no assurance, however, that we will be able successfully
to identify suitable acquisition candidates that will permit us to expand into
new or existing markets. We are unable to predict whether or when any
prospective acquisition candidates will become available or the likelihood that
any acquisition will be completed once negotiations have commenced. We compete
for acquisition and expansion opportunities with entities that have
substantially greater resources. The failure to acquire additional agencies at
the same level that we have in the past may affect the expected growth in our
operating revenues.
Once we acquire an insurance agency, any failure by us to complete the
acquisition and integrate the agency successfully may have an adverse effect on
our operations
The integration of an acquisition may involve a number of factors that
may affect our operations. These factors include diversion of management's
attention, difficulties in the integration of acquired operations and retention
of personnel, entry into unfamiliar markets, unanticipated problems or legal
liabilities, and tax and accounting issues. Furthermore, once we have integrated
an acquired insurance agency initially, the agency may not achieve levels of
revenue, profitability, or productivity comparable to our existing locations, or
otherwise perform as expected. The failure to integrate one or more acquired
agencies so that they achieve these performance goals may have a material
adverse effect on our results of operations and financial condition.
The general level of economic activity can have an impact on our business that
is difficult to predict; a strong economic period may not necessarily result in
higher revenues for us
The volume of insurance business available to our agencies has
historically been influenced by factors such as the health of the overall
economy. The specific impact of the health of the economy on our revenues,
however, can be difficult to predict. When the economy is strong, insurance
coverages typically increase as payrolls, inventories and other insured risks
increase. Insurance commissions to our agencies generally would be expected to
increase. As discussed above, however, our commission revenues are dependent on
premium rates charged by insurers, and these rates are subject to fluctuation
based on prevailing economic and competitive conditions. As a result, the higher
commission revenues our company generally would expect to see in a strong
economic period may not necessarily occur, as any increase in the volume of
insurance business brought about by favorable economic conditions may be offset
by premium rates that have declined in response to increased competitive
conditions, among other factors.
If we are unable to respond in a timely and cost-effective manner to rapid
technological change in our industry, there may be a resulting adverse effect on
our business and operating results
The insurance industry is becoming increasingly influenced by rapid
technological change, frequent new product and service introductions and
evolving industry standards. For example, the insurance brokerage industry has
increased use of the Internet to communicate benefits and related information to
consumers and to facilitate business-to-business information exchange and
transactions. We believe that we have responded to these changes in the industry
quickly and in a timely manner. We
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actively explore the opportunities that information technology affords the
insurance brokerage industry and, in particular, the operations of our agencies.
We have specifically expanded our in-house information technology staff and
collaborated on a web-based distribution channel with Workplus.com.
We believe that our future success will depend on our ability to
continue to anticipate technological changes and to offer additional product and
service opportunities that meet evolving standards on a timely and
cost-effective basis. In the three years prior to this Prospectus, we spent
almost $11.0 million on computer software and hardware. We believe that the
development and implementation of new technologies will require additional
investment of our capital resources in the future. We have not determined,
however, the amount of resources and the time that this development and
implementation may require. There is a risk that we may not successfully
identify new product and service opportunities or develop and introduce these
opportunities in a timely and cost-effective manner. In addition, opportunities
that our competitors develop or introduce may render our products and services
noncompetitive. As a result, we can give no assurances that technological
changes that may affect our industry in the future will not have a material
adverse effect on our business and operating results.
Quarterly and annual variations in our commissions that result from the timing
of policy renewals and the net effect of new and lost business production may
have unexpected impacts on our results of operations
Our commission income, which typically accounts for approximately 89%
to 91% of our total annual revenues, is subject to both quarterly and annual
fluctuations as a result of the timing of policy renewals and the net effect of
new and lost business production. The factors that cause these fluctuations are
not within our control. Specifically, consumer demand for insurance products can
influence the timing of renewals, new business and lost business, which includes
generally policies that are not renewed and cancellations. In addition, we rely
on insurance underwriters for the payment of certain commissions. Due to
internal processing of payments by these underwriters, we may not receive a
payment that is otherwise expected from a particular underwriter in one of our
quarters or years until after the end of that period.
We generally expect, however, our revenues to increase with new
business and to decrease with lost business. The extent of quarterly and annual
fluctuations based on these increases and decreases, and the increases and
decreases that may be associated with policy renewals, may be difficult to
predict for any period.
THE COMPANY
We serve as an intermediary between our clients and insurance companies
that underwrite client risks. Our clients are traditionally middle-market
businesses, which are generally businesses that do not have internal risk
management departments and outsource that function to us or to one of our
competitors. Through our network of subsidiary insurance agencies, we assist
clients in managing their risks in areas such as property and casualty, employee
benefits and other areas of specialized exposure. As of the date of this
Prospectus, these agencies operate approximately 84 offices in 23 states. Our
client base ranges from personal to large national accounts and is primarily
comprised of middle-market commercial and industrial accounts. Insurance
commissions have typically accounted for approximately 89% to 91% of our total
annual revenues. We also advise clients on risk management and employee benefits
and provide claims administration and loss control consulting services to
clients, which have contributed approximately 6% to 8% of annual revenues.
We have historically grown principally through acquisitions of
independent insurance agencies with significant local market shares in small to
medium-size metropolitan areas. Between 1984 and the
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date of this Prospectus, we have acquired approximately 196 independent
agencies. Our 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. We believe that a key to our success has been a strong emphasis on
local client service by experienced personnel with established community
relationships.
Our current acquisition program is largely focused on acquisitions that
fit into our current operating models and strategic plans and targets entities
that strengthen our regions and middle-market position or add to our specialty
lines of business and increase our range of services.
In addition, we are actively exploring the opportunities that
information technology affords the insurance brokerage industry and, in
particular, the operations of our agencies. We have expanded our in-house
information technology staff to oversee the role of the Internet, innovative
networking and e-commerce in making our client service capabilities more
effective and efficient. We have also collaborated on a web-based distribution
channel that enables companies to distribute information relating to benefits,
training and other material to their employees and to provide them with
information and links for selected vendors of financial services, including
insurance, in a cost-effective manner.
The agencies act as independent agents representing a large number of
insurance companies, which gives us access to specialized products and capacity
needed by our 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 aviation, construction
and marine insurance services, and this expertise is made available to clients
throughout the regions and our network.
Our corporate headquarters are located at 4951 Lake Brook Drive, Suite
500, in Glen Allen, Virginia 23060, and our telephone number is (804) 747-6500.
USE OF PROCEEDS
All of the Shares covered by this Prospectus are being offered by the
Selling Shareholders. As a consequence, we will not receive any of the proceeds
from the sale of any of the Shares. We will pay all expenses in connection with
the registration of the Shares under the Securities Act, including the
preparation of this Prospectus.
THE SELLING SHAREHOLDERS
The following table sets forth certain information regarding each
Selling Shareholder, the number of Shares of Common Stock beneficially owned by
each Selling Shareholder as of November 28, 2001 and the number of Shares being
offered by each Selling Shareholder. The Shares being offered by the Selling
Shareholders represent Shares of Common Stock that will be paid to the Selling
Shareholders at various times in the future with respect to deferred
compensation obligations under the Executive Plan and the Directors Plan, as
applicable. The deferred compensation obligations relate to certain Deferred
Stock Units credited under the Executive Plan and the Directors Plan prior to
January 1, 2002, and any additional Deferred Stock Units credited as a result of
dividends on such Deferred Stock Units.
The Selling Shareholders may offer all or part of their Shares for
resale from time to time. However, the Selling Shareholders are under no
obligation to sell all or any portion of their Shares immediately under this
Prospectus. Unless otherwise indicated below, the address for each Selling
Shareholder shall be our address: Hilb, Rogal and Hamilton Company, 4951 Lake
Brook Drive, Suite 500, Glen Allen, Virginia 23060.
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Name of Shareholder and Title/Position Number of Shares Beneficially Owned Number of Shares to be
Held Within Past Three Years (1) Before the Offering (2) Sold in the Offering (3)
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Hobbs, David 710 2,967
Hilb Rogal and Hamilton Company of
Alabama, Inc.
President (since 7/31/00)
Executive Vice President (7/1/99 to
7/31/00)
Goforth, Rene 7,794 211
Hilb, Rogal and Hamilton Company of
Victoria
President
Janes, Michael 18,932 466
Hilb, Rogal and Hamilton Company
Vice President - Regional Director
Vaughan, Martin 146,724 5,118
Hilb, Rogal and Hamilton Company
President & Chief Operating Officer
Zaiger, Ronald 1,911 925
Hilb, Rogal and Hamilton Insurance Agency
of Massachusetts, LLC
President (since 7/1/99)
Manke, Karl 8,707 2,817
Hilb, Rogal and Hamilton Company
Vice President
Gorham, Brian - 88
Hilb, Rogal and Hamilton Insurance Services
of Central California, Inc.
Chairman (since 1/1/01)
President
Tanner, Van 1,045 138
HRH Insurance Services of the Coachella
Valley, Inc.
President
Teachout, Scot 1,183 746
Hilb, Rogal and Hamilton Company of
Pittsburgh, LLC
President
Sylvester, David 718 551
Hilb, Rogal and Hamilton Company of
Tampa Bay, Inc.
President (since 8/13/99)
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Renneker, Frederick 3,250 689
Hilb, Rogal and Hamilton Company of
Alabama, Inc.
Chairman (since 7/31/00)
President (1/1/98 to 6/30/00)
Tyler, Benjamin 9,278 3,187
Hilb, Rogal and Hamilton Company
Vice President - Regional Director
Parrett, James 3,235 133
HRH of Northern California Insurance
Services, Inc.
President (since 11/18/99)
Manager (1/1/98 to 11/17/99)
McGillicuddy, Kim 663 1,938
Hilb, Rogal and Hamilton Company of
Connecticut
President (since 9/7/99)
Dartois, Leon 5,000 1,269
Hilb, Rogal and Hamilton Company of
Denver
President
Lockhart, Robert 20,132 4,549
Hilb, Rogal and Hamilton Company
Vice President - Regional Director
Brantlinger, Herbert 84 268
The Managing Agency, Inc.
President (since 7/1/99)
Hilb, Robert H. 87,000 6,335
Hilb, Rogal and Hamilton Company
Director
Davis, Norwood H., Jr. 10,000 973
Hilb, Rogal and Hamilton Company
Director
Chandler, Theodore L., Jr. 13,950 6,593
Hilb, Rogal and Hamilton Company
Director
Ukrop, Robert S. 20,648 5,199
Hilb, Rogal and Hamilton
Director
Smith, Julious P., Jr. 1,000 575
Hilb, Rogal and Hamilton Company
Director
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Searfoss, David W. 866,042 2,982
Hilb, Rogal and Hamilton Company
Director
Markel, Anthony F. 7,000 5,212
Hilb, Rogal and Hamilton Company
Director
French, J.S.M. 43,300 5,435
Hilb, Rogal and Hamilton Company
Director
Fiondella, Robert W. 870,042 2,894
Hilb, Rogal and Hamilton Company
Director
(1) Titles and positions have been held for at least the past three years
unless otherwise noted.
(2) Beneficial ownership is determined in compliance with the rules of the
Commission and generally includes voting or investment power with respect to the
Shares and includes any Shares which the person has the right to acquire within
60 days of November 28, 2001, through the conversion or exercise of any security
or any right.
(3) Based on the number of Deferred Stock Units held by the participants as of
November 28, 2001 that are payable to the participants in shares of Common
Stock. Does not include an unknown number of additional Shares which the Selling
Shareholders may receive as a result of dividends on Deferred Stock Units held
under the Executive Plan or the Directors Plan. However, this Prospectus covers
an aggregate of 22,742 additional Shares which the Selling Shareholders may
receive as a result of such dividends.
PLAN OF DISTRIBUTION
We have no specific information concerning whether or when any offers
or sales of Shares covered by this Prospectus will be made, or if made,
concerning the price, terms or conditions of any such offers or sales. Each
Selling Shareholder and its agents and representatives may, from time to time,
offer and sell the Shares by one or more of the following methods: (i) ordinary
brokerage transactions on the New York Stock Exchange by one or more brokers
acting as agent for the Selling Shareholder, at a price or prices related to the
then current market price of the Common Stock, with such commissions to be paid
by the Selling Shareholder to the broker as shall be agreed upon by them; (ii)
with our prior written consent, underwritten transactions or purchases by a
broker or dealer as principal and resale by such broker or dealer for its own
account at a price or prices related to the then current market price of the
Common Stock, less such discount, if any, as shall be agreed upon by the Selling
Shareholder and such broker or dealer; (iii) by a combination of the methods
described above; or (iv) in privately negotiated transactions. Sales of the
Shares may also be made pursuant to Rule 144 under the Securities Act, where
applicable. The underwriters in an underwritten offering, if any, and the terms
and conditions of any such offering will be described in a supplement to this
Prospectus.
In connection with the distribution of the Shares, a Selling
Shareholder may enter into hedging or other option transactions with
broker-dealers in connection with which, among other things, such broker-dealers
may engage in short sales of the Shares pursuant to this Prospectus in the
course of hedging the positions they may assume with a Selling Shareholder. A
Selling Shareholder may also sell Shares short pursuant to this Prospectus and
deliver the Shares to close out such short positions. A Selling Shareholder may
also enter into option or other transactions with broker-dealers which may
result in the delivery of Shares to such broker-dealers which may sell such
Shares pursuant to this Prospectus. A
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Selling Shareholder may also pledge the Shares to a broker-dealer or financial
institution and upon default the broker-dealer or financial institution may
effect the sales of the pledged Shares pursuant to this Prospectus.
There is no assurance that the Selling Shareholders will sell any or
all of the Shares described herein and may transfer, devise or gift such
securities by other means not described herein.
DESCRIPTION OF CAPITAL STOCK
The following is a description of our capital stock. This description
is qualified in its entirety by reference to applicable provisions of Virginia
law and our Articles of Incorporation and Amended and Restated Bylaws, the
complete text of which are on file with the Commission and incorporated herein
by reference.
Common Stock
As of the date of this Prospectus, we have authorized capital stock
consisting of 50,000,000 shares of Common Stock, no par value. The holder of
each share of Common Stock is entitled to one vote per share. Each share of
Common Stock shares ratably with respect to dividends and upon liquidation. The
shares of Common Stock are not redeemable, have no conversion rights and carry
no preemptive or other rights to subscribe to additional shares of Common Stock
or to securities convertible into Common Stock.
The Common Stock does not have cumulative voting rights, which means
that the holders of a majority of the shares voting for the election of the
class of directors subject to election at that meeting can elect all of the
directors comprising that class, and in such event holders of the remaining
minority of shares so voting will not be able to elect any member of that class
of the Board of Directors.
Certain Provisions of our Charter and Bylaws
Our Articles of Incorporation provide that the Board of Directors is
divided into three classes having staggered three-year terms. This provision
could have the effect of making it more difficult for a third party to acquire
control of the Board of Directors or of discouraging a third party from
attempting to acquire a majority of our outstanding voting stock.
Affiliated Transactions
The Virginia Stock Corporation Act contains provisions governing
"Affiliated Transactions." Affiliated Transactions include certain mergers and
share exchanges, material dispositions of corporate assets not in the ordinary
course of business, any dissolution of the corporation proposed by or on behalf
of an Interested Shareholder (as defined below), or reclassifications, including
reverse stock splits, recapitalizations or mergers of the corporation with its
subsidiaries which have the effect of increasing the percentage of voting shares
beneficially owned by an Interested Shareholder by more than 5%. For purposes of
the Act, an "Interested Shareholder" is defined as any beneficial owner of more
than 10% of any class of the voting securities of a Virginia corporation.
Subject to certain exceptions discussed below, the provisions governing
Affiliated Transactions require that, for three years following the date upon
which any shareholder becomes an Interested Shareholder, a Virginia corporation
cannot engage in an Affiliated Transaction with such Interested Shareholder
unless approved by the affirmative vote of the holders of two-thirds of the
voting shares of the corporation, other than the shares beneficially owned by
the Interested Shareholder, and by a majority (but not less than two) of the
"Disinterested Directors." A Disinterested Director means, with
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respect to a particular Interested Shareholder, a member of a corporation's
board of directors who (i) was a member before the later of January 1, 1988 and
the date on which an Interested Shareholder became an Interested Shareholder and
(ii) was recommended for election by, or was elected to fill a vacancy and
received the affirmative vote of, a majority of the Disinterested Directors then
on the board. At the expiration of the three-year period, these provisions
require approval of Affiliated Transactions by the affirmative vote of the
holders of two-thirds of the voting shares of the corporation, other than those
beneficially owned by the Interested Shareholder.
The principal exceptions to the special voting requirement apply to
Affiliated Transactions occurring after the three-year period has expired and
require either that the transaction be approved by a majority of the
Disinterested Directors or that the transaction satisfy certain fair price
requirements of the statute. In general, the fair price requirements provide
that the shareholders must receive the highest per share price for their shares
as was paid by the Interested Shareholder for his shares or the fair market
value of their shares, whichever is higher. They also require that, during the
three years preceding the announcement of the proposed Affiliated Transaction,
all required dividends have been paid and no special financial accommodations
have been accorded the Interested Shareholder unless approved by a majority of
the Disinterested Directors.
None of the foregoing limitations and special voting requirements
applies to an Affiliated Transaction with an Interested Shareholder whose
acquisition of shares making such person an Interested Shareholder was approved
by a majority of the corporation's Disinterested Directors.
These provisions were designed to deter certain takeovers of Virginia
corporations. In addition, the statute provides that, by affirmative vote of a
majority of the voting shares other than shares owned by any Interested
Shareholder, a corporation may adopt, by meeting certain voting requirements, an
amendment to its articles of incorporation or bylaws providing that the
Affiliated Transactions provisions shall not apply to the corporation. We have
not adopted such an amendment.
Control Share Acquisitions
The Virginia Act also contains provisions regulating certain "control
share acquisitions," which are transactions causing the voting strength of any
person acquiring beneficial ownership of shares of a public corporation in
Virginia to meet or exceed certain threshold percentages (20%, 33/1/3% or 50%)
of the total votes entitled to be cast for the election of directors. Shares
acquired in a control share acquisition have no voting rights unless: (i) the
voting rights are granted by a majority vote of all outstanding shares other
than those held by the acquiring person or any officer or employee director of
the corporation, or (ii) the articles of incorporation or bylaws of the
corporation provide that these Virginia law provisions do not apply to
acquisitions of its shares. The acquiring person may require that a special
meeting of the shareholders be held to consider the grant of voting rights to
the shares acquired in the control share acquisition. These provisions were
designed to deter certain takeovers of Virginia public corporations. We have not
adopted an amendment to our Articles of Incorporation or By-laws making these
provisions inapplicable to acquisitions of its shares.
Indemnification of Directors and Officers
Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia (the
"Code") permits a Virginia corporation to indemnify any director or officer for
reasonable expenses incurred in any legal proceeding in advance of final
disposition of the proceeding, if the director or officer furnishes the
corporation a written statement of his good faith belief that he or she has met
the standard of conduct prescribed by the Code, and a determination is made by
the board of directors that such standard has been met. In a proceeding by or in
the right of the corporation, no indemnification shall be made in respect of any
matter
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as to which an officer or director is adjudged to be liable to the corporation,
unless the court in which the proceeding took place determines that, despite
such liability, such person is reasonably entitled to indemnification in view of
all of the relevant circumstances. In any other proceeding, no indemnification
shall be made if the director or officer is adjudged liable to the corporation
on the basis that he improperly received a personal benefit. Corporations are
given the power to make any other or further indemnity, including advance of
expenses, to any director or officer that may be authorized by the articles of
incorporation or any bylaw made by the shareholders, or any resolution adopted,
before or after the event, by the shareholders, except an indemnity against
willful misconduct or a knowing violation of the criminal law. Unless limited by
its articles of incorporation, indemnification of a director or officer is
mandatory when he or she entirely prevails in the defense of any proceeding to
which he or she is a party because he or she is or was a director or officer.
Our Articles of Incorporation contain provisions indemnifying our
directors and officers to the full extent permitted by Virginia law. In
addition, our Articles of Incorporation eliminate the personal liability of our
directors and officers to us or our shareholders for monetary damages to the
full extent permitted by Virginia law.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule incorporated by reference or included in our
Annual Report on Form 10-K for the year ended December 31, 2000, as set forth in
their report, which is incorporated by reference in this Prospectus and
elsewhere in the Registration Statement. Our financial statements and schedule
are incorporated by reference in reliance on Ernst & Young LLP's report, given
on their authority as experts in accounting and auditing.
Documents that we have not yet filed and that we have incorporated by
reference into this Prospectus will include financial statements, related
schedules (if required) and auditors' reports. Those financial statements and
schedules will have been audited to the extent and for the periods set forth in
those reports by the firm or firms rendering the reports and, to the extent so
audited and consent to incorporation by reference is given, will be incorporated
by reference in reliance upon those reports given upon the authority of the firm
or firms as experts in accounting and auditing.
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=============================================== ===============================================
No dealer, salesperson or other person has
been authorized to give any information or to
make any representation other than those
contained in this Prospectus and, if given or
made, such information or representation must
not be relied upon as having been authorized 85,000 Shares
by the Company or any sales agent. This
Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any
securities other than the securities to which
it relates, nor does it constitute an offer to [LOGO]
sell or the solicitation of an offer to buy
any of the securities offered hereby in any
jurisdiction in which such offer or
solicitation is not authorized, or in which
the person making such offer or solicitation HILB, ROGAL AND
is not qualified to do so, or to any person to HAMILTON COMPANY
whom it is unlawful to make such offer or
solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall,
under any circumstances, create any Common Stock
implication that the information contained
herein is correct as of any time subsequent to
the date hereof or that there has been no
change in the affairs of the Company since the
date hereof.
----------------------- -----------------------
TABLE OF CONTENTS PROSPECTUS
Page
About this Prospectus.......................2 -----------------------
Available Information.......................2
Incorporation of Certain Documents
by Reference.............................2
Forward-Looking and Cautionary Statements...3
Risk Factors................................4
The Company.................................6
Use of Proceeds.............................7
The Selling Shareholders....................7
Plan of Distribution.......................10
Description of Capital Stock...............11
Experts....................................13 December __, 2001
=============================================== ===============================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission Registration Fee..........$ 1,224 *
--------
Printing Expenses............................................ 450
--------
Accounting Fees and Expenses................................. 3,000
--------
Legal Fees and Expenses...................................... 10,000
--------
Miscellaneous Expenses....................................... 500
--------
Total...............................................$ 15,174
========
--------------------
* Represents actual expenses. All other expenses are estimates.
Item 15. Indemnification of Directors and Officers
Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia (the
"Code") permits a Virginia corporation to indemnify any director or officer for
reasonable expenses incurred in any legal proceeding in advance of final
disposition of the proceeding, if the director or officer furnishes the
corporation a written statement of his good faith belief that he or she has met
the standard of conduct prescribed by the Code, and a determination is made by
the board of directors that such standard has been met. In a proceeding by or in
the right of the corporation, no indemnification shall be made in respect of any
matter as to which an officer or director is adjudged to be liable to the
corporation, unless the court in which the proceeding took place determines
that, despite such liability, such person is reasonably entitled to
indemnification in view of all of the relevant circumstances. In any other
proceeding, no indemnification shall be made if the director or officer is
adjudged liable to the corporation on the basis that he improperly received a
personal benefit. Corporations are given the power to make any other or further
indemnity, including advance of expenses, to any director or officer that may be
authorized by the articles of incorporation or any bylaw made by the
shareholders, or any resolution adopted, before or after the event, by the
shareholders, except an indemnity against willful misconduct or a knowing
violation of the criminal law. Unless limited by its articles of incorporation,
indemnification of a director or officer is mandatory when he or she entirely
prevails in the defense of any proceeding to which he or she is a party because
he or she is or was a director or officer.
The Registrant's Articles of Incorporation contain provisions
indemnifying its directors and officers to the full extent permitted by Virginia
law. In addition, the Registrant's Articles of Incorporation eliminate the
personal liability of its directors and officers to the Registrant or its
shareholders for monetary damages to the full extent permitted by Virginia law.
Item 16. Exhibits
The following exhibits are filed on behalf of the Registrant as part of
this Registration Statement:
4.1 Articles of Incorporation of the Registrant, incorporated by
reference to Exhibit 4.1 of the Registrant's Registration
Statement on Form S-3, File No. 33-56488.
4.2 Amended and Restated Bylaws of the Registrant, incorporated by
reference to Exhibit 3.2 of the Registrant's Form 10-K for the
year ended December 31, 1998, File No. 0-15981.
4.3 Hilb, Rogal and Hamilton Company Executive Voluntary Deferral
Plan, incorporated by reference to Exhibit 4.3 of the
Registrant's Amendment No. 1 to Form S-8 Registration
Statement, filed November 30, 2001.
II-1
4.4 Form of Common Stock Certificate, incorporated by reference to
Exhibit 1 of the Registrant's Form 8-A Registration Statement,
filed June 12, 1987, File No. 0-15981.
4.5 Hilb, Rogal and Hamilton Company Outside Directors Deferral
Plan, incorporated by reference to Exhibit 4.3 of the
Registrant's Form S-8 Registration Statement, filed November
30, 2001.
5.1 Opinion of Williams, Mullen.*
23.1 Consent of Williams, Mullen (included in Exhibit 5.1).*
23.2 Consent of Ernst & Young LLP.*
24 Powers of Attorney (included on Signature Page).*
------------
*Filed herewith
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement.
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended (the
"Securities Act"), each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act), that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
II-2
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the Registrant pursuant to Rule 424(b)
(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this Registration Statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the County of Henrico, Commonwealth of Virginia, on 30th day
of November, 2001.
HILB, ROGAL AND HAMILTON COMPANY
By: /s/ Andrew L. Rogal
------------------------------------
Andrew L. Rogal
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Walter L. Smith and Carolyn
Jones, each of whom may act individually, as attorneys-in-fact and agents for
the undersigned, with full power of substitution, for and in the name, place and
stead of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, any and all amendments
(including post-effective amendments) to this registration statement, with any
schedules or exhibits thereto, and any and all supplements or other documents to
be filed with the Securities and Exchange Commission pertaining to the
registration of securities covered hereby, with full power and authority to do
and perform any and all acts and things as may be necessary or desirable in
furtherance of such registration.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Andrew L. Rogal Chairman, Chief Executive Officer November 30, 2001
-------------------------------------------- and Director
Andrew L. Rogal (Principal Executive Officer)
/s/ Carolyn Jones Senior Vice President November 30, 2001
-------------------------------------------- and Chief Financial Officer
Carolyn Jones (Principal Financial Officer)
/s/Robert W. Blanton, Jr. Vice President and Controller November 30, 2001
-------------------------------------------- (Principal Accounting Officer)
Robert W. Blanton, Jr.
/s/ Robert H. Hilb Chairman Emeritus and Director November 30, 2001
--------------------------------------------
Robert H. Hilb
II-4
Signature Title Date
--------- ----- ----
/s/ Martin L. Vaughan, III President, Chief Operating Officer November 30, 2001
-------------------------------------------- and Director
Martin L. Vaughan, III
/s/ Timothy J. Korman Executive Vice President, November 30, 2001
-------------------------------------------- Finance and Administration and Director
Timothy J. Korman
/s/ Theodore L. Chandler, Jr. Director November 30, 2001
--------------------------------------------
Theodore L. Chandler, Jr.
/s/ Norwood H. Davis, Jr. Director November 30, 2001
--------------------------------------------
Norwood H. Davis, Jr.
/s/ Robert W. Fiondella Director November 30, 2001
--------------------------------------------
Robert W. Fiondella
/s/ J.S.M. French Director November 30, 2001
--------------------------------------------
J.S.M. French
/s/ Anthony F. Markel Director November 30, 2001
--------------------------------------------
Anthony F. Markel
/s/ Thomas H. O'Brien Director November 30, 2001
--------------------------------------------
Thomas H. O'Brien
Director November 30, 2001
--------------------------------------------
David W. Searfoss
/s/ Robert S. Ukrop Director November 30, 2001
--------------------------------------------
Robert S. Ukrop
II-5
Signature Title Date
--------- ----- ----
/s/ Julious P. Smith, Jr. Director November 30, 2001
--------------------------------------------
Julious P. Smith, Jr.
II-6
EXHIBIT INDEX
Exhibit
No. Document
--- --------
4.1 Articles of Incorporation of the Registrant, incorporated by
reference to Exhibit 4.1 of the Registrant's Registration Statement
on Form S-3, File No. 33-56488.
4.2 Amended and Restated Bylaws of the Registrant, incorporated by
reference to Exhibit 3.2 of the Registrant's Form 10-K for the year
ended December 31, 1998, File No. 0-15981.
4.3 Hilb, Rogal and Hamilton Company Executive Voluntary Deferral Plan,
incorporated by reference to Exhibit 4.3 of the Registrant's
Amendment No. 1 to Form S-8 Registration Statement, filed November
30, 2001.
4.4 Form of Common Stock Certificate, incorporated by reference to
Exhibit 1 of the Registrant's Form 8-A Registration Statement, filed
June 12, 1987, File No. 0-15981.
4.5 Hilb, Rogal and Hamilton Company Outside Directors Deferral Plan,
incorporated by reference to Exhibit 4.3 of the Registrant's Form S-8
Registration Statement, filed November 30, 2001.
5.1 Opinion of Williams, Mullen.*
23.1 Consent of Williams, Mullen (included in Exhibit 5.1).*
23.2 Consent of Ernst & Young LLP.*
24 Powers of Attorney (included on Signature Page).*