Attached files

file filename
EX-32.1 - Protective Insurance Corpexhibit32.htm
EX-99.3 OTHER FIN ST - 7/1 - 12/31/11 NVH I LP - Protective Insurance Corpexhibit994.htm
EX-99.3 OTHER FIN ST - 7/1 - 12/31/09 NVH I LP - Protective Insurance Corpexhibit996.htm
EX-31.2 - Protective Insurance Corpexhibit312.htm
EX-99.3 OTHER FIN ST - 7/1 - 12/31/10 NVH I LP - Protective Insurance Corpexhibit995.htm
EX-99.3 OTHER FIN ST - 12/31/11 - NEW VERNON INDIA FUND LP - Protective Insurance Corpexhibit991.htm
EX-99.3 OTHER FIN ST - 1/1 - 6/30/11 NVH I LP - Protective Insurance Corpexhibit997.htm
EX-99.3 OTHER FIN ST - 12/31/09 - NEW VERNON INDIA FUND LP - Protective Insurance Corpexhibit993.htm
EX-99.3 OTHER FIN ST - 12/31/10 - NEW VERNON INDIA FUND LP - Protective Insurance Corpexhibit992.htm
EX-31.1 - Protective Insurance Corpexhibit311.htm
EX-99.3 OTHER FIN ST - 1/1 - 6/30/10 NVH I LP - Protective Insurance Corpexhibit998.htm
EX-99.3 OTHER FIN ST - 1/1 - 6/30/09 NVH I LP - Protective Insurance Corpexhibit999.htm


 
 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-K/A

Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

                                                                                                                                       For the fiscal year ended                                                                                                                                                                                                                                                                           Commission file number 0-5534
                                                                                                                                           December 31, 2011
BALDWIN & LYONS, INC.
(Exact name of registrant as specified in its charter)

Indiana
(State or other jurisdiction of
Incorporation or organization
 
35-0160330
(I.R.S. Employer
Identification No.)
1099 North Meridian Street, Indianapolis, Indiana
(Address of principal executive offices)
46204
(Zip Code)

Registrant's telephone number, including area code:  (317) 636-9800
Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:

(Title of class)
Class A Common Stock, No Par Value
Class B Common Stock, No Par Value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    
 
Yes ­___ No  ü
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 
Yes ­___ No  ü
 
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 periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes ­ ü    No ___
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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._____  ­    
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ____    Accelerated filer  ü     Non-accelerated filer ____
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ­___ No  ü
 
The aggregate market value of Class A and Class B Common Stock held by non-affiliates of the Registrant as of June 30, 2011, based on the closing trade prices on that date, was approximately $199,155,221.
 
The number of shares outstanding of each of the issuer's classes of common stock as of March 1, 2012:
Common Stock, No Par Value:                                                                Class A (voting)                                            2,623,109 shares
                                     Class B (nonvoting)                                    12,225,348 shares


DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for Annual Meeting of Shareholders held on May 8, 2012 are incorporated by reference into Part III.

 
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EXPLANATORY NOTE

This Amendment No. 1 to Form 10-K (“Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2011, originally filed on March 14, 2012 (the “Original 10-K”), of Baldwin & Lyons, Inc. (the “Company” “we” and “our”).  We are filing this Amendment to amend Item 15 of the Original 10-K to include the separate financial statements of the New Vernon India Fund LP (“India Fund”) for its fiscal years ended December 31, 2011, 2010, and 2009, respectively, as new Exhibits 99.1, 99.2, and 99.3 in response to Regulation S-X Rule 3-09.  We are also including the separate but related financial statements of the NVH I LP for its six month periods ended December 31, 2011, 2010, and 2009, respectively and for its six month periods ended June 30, 2011, 2010, and 2009 as new Exhibits 99.4, 99.5, 99.6, 99.7, 99.8 and 99.9, respectively, which should be read in conjunction with the India Fund’s financial statements.  The financial statements of the India Fund and NVH I LP as of and for the periods ended December 31, 2011 were not available at the time that we filed the Original 10-K.
 
 
In connection with the filing of this Amendment, the currently dated certifications from our Chief Executive Officer and our Chief Financial Officer are attached as exhibits hereto.

Item 15 is the only portion of the Original 10-K being supplemented or amended by this Amendment.  Except as described above, this Amendment does not amend, update or change the financial statements of the Company or any other items or disclosures contained in the Original 10-K and does not otherwise reflect events occurring after the original filing date of the Original 10-K.  Accordingly, this Amendment should be read in connection with the Company's filings with the Securities and Exchange Commission subsequent to the filing of the Original 10-K.

 
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PART IV


 Item 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Item 15 of the Original 10-K is amended by the addition of the following exhibits:

EXHIBIT INDEX



 
Exhibit
   
Number
 
Description
     
31.1
 
Certification by Chief Executive Officer and President Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2
 
Certification by Executive Vice President and Chief Financial Officer Persuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1
 
Certification by Chief Executive Officer and President and by Executive Vice President and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, Adopted Persuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
99.1
 
New Vernon India Fund LP Financial Statements for the year ended December 31, 2011
     
99.2
 
New Vernon India Fund LP Financial Statements for the year ended December 31, 2010
     
99.3
 
New Vernon India Fund LP Financial Statements for the year ended December 31, 2009
     
99.4
 
NVH I LP Financial Statements for the six months ended December 31, 2011
     
99.5
 
NVH I LP Financial Statements for the six months ended December 31, 2010
     
99.6
 
NVH I LP Financial Statements for the six months ended December 31, 2009
     
99.7
 
NVH I LP Financial Statements for the six months ended June 30, 2011
     
99.8
 
NVH I LP Financial Statements for the six months ended June 30, 2010
     
99.9
 
NVH I LP Financial Statements for the six months ended June 30, 2009


 
 All other schedules to the consolidated financial statements required by Article 7 and Article 5 of Regulation S-X are not required under the related instructions or are inapplicable and therefore have been omitted.



 
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SIGNATURES
 

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


BALDWIN & LYONS, INC.

July 9, 2012
By__/s/ Joseph J. DeVito_____________________________________
 
Joseph J. DeVito,
Director, Chief Executive Officer and President


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 and in the capacities and on the dates indicated.



July 9, 2012
By__/s/ Gary W. Miller_____________________________________
 
Gary W. Miller,
Director and Executive Chairman



July 9, 2012
By_/s/ G. Patrick Corydon______________________________________
 
G. Patrick Corydon,
Executive Vice President and CFO
(Principal Financial and Accounting Officer)



July 9, 2012
By__/s/ Joseph J. DeVito_____________________________________
 
Joseph J. DeVito,
Director, Chief Executive Officer and President



July 9, 2012
By__/s/ Stuart D. Bilton_____________________________________(*)
 
Stuart D. Bilton,
Director



July 9, 2012
By__/s/ Otto N. Frenzel IV_____________________________________(*)
 
Otto N. Frenzel IV,
Director



July 9, 2012
By__/s/ John M. O'Mara_____________________________________(*)
 
John M. O'Mara,
Director



 
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SIGNATURES (CONTINUED)



July 9, 2012
By__/s/ Thomas H. Patrick_____________________________________(*)
 
Thomas H. Patrick,
Director



July 9, 2012
By__/s/ John Pigott_____________________________________(*)
 
John Pigott,
Director



July 9, 2012
By__/s/ Kenneth D. Sacks_____________________________________(*)
 
Kenneth D. Sacks,
Director



July 9, 2012
By__/s/ Nathan Shapiro_____________________________________(*)
 
Nathan Shapiro,
Director



July 9, 2012
By__/s/ Norton Shapiro_____________________________________(*)
 
Norton Shapiro,
Director



July 9, 2012
By__/s/ Robert Shapiro_____________________________________(*)
 
Robert Shapiro,
Director



July 9, 2012
By__/s/ Steven A. Shapiro_____________________________________(*)
 
Steven A. Shapiro,
Director



July 9, 2012
By__/s/ John D. Weil_____________________________________(*)
 
John D. Weil,
Director



(*) By Craig C. Morfas, Attorney-in-Fact




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