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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported) February 6, 2006
BALDWIN & LYONS, INC.
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(Exact name of registrant as specified in its charter)
INDIANA 0-5534 35-0160330
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
1099 North Meridian Street, Indianapolis, Indiana 46204
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (317) 636-9800
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Not applicable
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(Former name of former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d- 2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e- 4(c))
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ITEM 7.01 REGULATION FD DISCLOSURE
The following information, including the Exhibit to this Form 8-K, is being
furnished pursuant to Item 2.02 - Results of Operations and Financial Condition
of Form 8-K and is being presented under Item 7.01 of Form 8-K. This information
is not deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934 and is not incorporated by reference into any Securities
Act registration statements.
On February 6, 2006, Baldwin & Lyons, Inc. (Baldwin) issued a press release
announcing the results of its operations for the fourth quarter ended December
31, 2005. A copy of the press release is attached as Exhibit 99.1 to this Form
8-K and incorporated by reference to this Item 9.01 as if fully set forth
herein.
Throughout its press release and in the conference call to discuss the results
of its operations for the fourth quarter 2005, Baldwin presents and will present
its results and operations in the manner it believes will be the most
meaningful, which includes some measures that are not based on accounting
principles generally accepted in the United States (GAAP).
Baldwin management uses the term OPERATING REVENUE, a non-GAAP financial
measure, which is defined as REVENUE EXCLUDING PRE-TAX INVESTMENT GAINS AND
LOSSES. It also uses the term OPERATING INCOME which is defined as NET INCOME
EXCLUDING AFTER TAX INVESTMENT GAINS AND LOSSES. These financial measures are
used to evaluate the Company's performance because the recognition of investment
gains and losses in any given period is largely discretionary as to timing and
could distort the analysis of trends. Baldwin believes that the defined terms
are used commonly in the property/casualty insurance industry and that equity
analysts and the Company's significant shareholders exclude gains and losses on
investments in their analysis of Baldwin's results for the same reason.
The combined ratios and the components thereof, as presented herein, are
commonly used in the property/casualty insurance industry and are applied to the
Company's GAAP underwriting results.
A copy of this press release is also posted on the Company's website.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Baldwin & Lyons, Inc. press release dated February 6, 2006.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BALDWIN & LYONS, INC.
February 7, 2006 By /S/ GARY W. MILLER
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Gary W. Miller, Chairman
and CEO
(Chief Operating Officer)