UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) MARCH 4, 2005
CRAWFORD & COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
GEORGIA
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(State or Other Jurisdiction of Incorporation)
1-10356 58-0506554
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(Commission File Number) (IRS Employer Identification No.)
5620 GLENRIDGE DRIVE, N.E., ATLANTA, GEORGIA 30342
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(Address of Principal Executive Offices) (Zip Code)
(404) 256-0830
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or 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:
[ ] 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
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On March 4, 2005, Crawford & Company (the "Company") entered into a
Change of Control and Severance Agreement with Kevin B. Frawley, Executive Vice
President of the Company. The agreement provides in the event that Mr. Frawley's
employment with the Company is terminated due to the Company being bought or
sold such that there is a material change in control, the Company agrees to
provide eighteen (18) months of Mr. Frawley's then current base salary.
Additionally, all stock options granted to Mr. Frawley will immediately vest and
become exercisable for a ninety (90) day period following the date of
termination. The agreement also provides that in the event Mr. Frawley is
terminated by Crawford in his first year of employment, for reasons other than
cause, he will be provided severance compensation equal to six (6) months of his
then current base salary. The agreement also provides that, prior to the
severance amounts being paid and options vesting, that the Company and Mr.
Frawley agree to mutually acceptable terms of confidentiality, non-solicitation,
cooperation and other reasonable and customary terms of a severance agreement at
the time of his termination of employment.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
The following exhibit is filed herewith:
Exhibit Number Descriptions
10.1 Change of Control and Severance Agreement, dated
March 4, 2005, between Kevin B. Frawley and
Crawford & Company
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CRAWFORD & COMPANY
By: /s/ Peter J. Rescigno
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Peter J. Rescigno
Senior Vice President - General
Counsel & Corporate Secretary
Dated: March 4, 2005