<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1996
REGISTRATION NO. 333-4446
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
FARM FAMILY HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 6719 14-1789227
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
FARM FAMILY HOLDINGS, INC.
P.O. BOX 656
ALBANY, NY 12201-0656
(518) 431-5000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal offices)
------------
VICTORIA M. STANTON
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
FARM FAMILY HOLDINGS, INC.
P.O. BOX 656
ALBANY, NY 12201-0656
(518) 431-5000
(Name, address, including zip code, and telephone number, including area code,
of agents for service)
------------
Copies to:
LARS BANG-JENSEN PETER J. GORDON
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P. SIMPSON THACHER & BARTLETT
125 WEST 55TH STREET 425 LEXINGTON AVENUE
NEW YORK, NY 10019 NEW YORK, NY 10017
(212) 424-8000 (212) 455-2000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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, 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
------------
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 SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
3,000,000 SHARES
FARM FAMILY HOLDINGS, INC.
COMMON STOCK
($.01 PAR VALUE)
All of the shares of Common Stock (the "Common Stock") of Farm Family
Holdings, Inc., a Delaware corporation (the "Holding Company"), offered hereby
(the "Shares") are being offered on a non-underwritten basis by the Holding
Company to Subscription Policyholders and Participating Surplus Note Holders
(as such terms are defined herein) pursuant to nontransferable subscription
rights (the "Subscription Offering"). All or a portion of the Shares not
subscribed for in this Subscription Offering may be offered, at the discretion
of the Holding Company, to the public in a subsequent underwritten public
offering (the "Public Offering," and together with the Subscription Offering,
the "Offerings").
The Shares are being offered in connection with a plan of reorganization and
conversion (the "Plan") pursuant to which Farm Family Mutual Insurance Company
("Farm Family Mutual") will convert from a New York mutual property and
casualty insurance company to a New York stock property and casualty insurance
company and become a wholly owned subsidiary of the Holding Company (the
"Reorganization," as defined herein). The Shares are in addition to shares of
Common Stock that will be issued to Subscription Policyholders and
Participating Surplus Note Holders in the Reorganization in exchange for
certain of their existing interests in Farm Family Mutual. See "The
Reorganization--The Plan." The number of Shares that each Subscription
Policyholder and Participating Surplus Note Holder will be entitled to
purchase in the Subscription Offering was determined in accordance with
formulas established by the Plan. See "The Reorganization--Subscription
Offering." The issuance of Shares in the Subscription Offering is not
contingent upon the issuance of a minimum number of shares of Common Stock in
the Reorganization or the receipt by the Holding Company of subscriptions for
a minimum number of Shares in the Subscription Offering or the consummation of
the Public Offering. A partial subscription and the failure to effect the
Public Offering might have an adverse effect on the market for the Common
Stock, the ability of purchasers of the Shares in the Subscription Offering to
resell such Shares, and the ability of the Company to raise additional capital
in the equity markets in the future. See "Risk Factors--Effect of Partial
Subscription for Shares; Withdrawal." There can be no assurance that
subscribers for the Shares in this Subscription Offering will in fact be able
to purchase such Shares because the Company may determine to cancel or rescind
the Subscription Offering at any time prior to the effective date of the
Reorganization (the "Effective Date"). See "The Reorganization--Cancellation
of the Subscription Offering."
The price of the Shares in the Subscription Offering (the "Subscription
Price") will be $21.00 per Share. The Subscription Price was set by the
Company (as defined herein) after consultation with its financial advisor. The
number of Shares to be issued to purchasers in the Subscription Offering in
exchange for full payment at the Subscription Price will be increased if the
price to the public in the Public Offering (the "Public Offering Price") or
the Revised Subscription Price (as defined herein) is less than the
Subscription Price. See "The Reorganization--Subscription Offering--
Subscription Price and Payment for Shares." Prior to the earlier of (i) the
Public Offering, if any, or (ii) the Effective Date, there will be no public
market for the Common Stock of the Holding Company.
THE SUBSCRIPTION OFFERING EXPIRES AT 4:00 P.M., NEW YORK TIME, ON JUNE 12,
1996 (THE "SUBSCRIPTION EXPIRATION DATE"). SUBSCRIPTION ORDER FORMS AND
PAYMENT IN FULL FOR THE SHARES BEING SUBSCRIBED FOR MUST BE RECEIVED BY THE
BANK OF NEW YORK (THE "TRANSFER AGENT") NOT LATER THAN 4:00 P.M., NEW YORK
TIME, ON THE SUBSCRIPTION EXPIRATION DATE. SUBSCRIPTIONS FOR SHARES ARE
IRREVOCABLE BY THE SUBSCRIBER. SUBSCRIPTION FUNDS WILL BE HELD IN AN ESCROW
ACCOUNT WITH THE BANK OF NEW YORK, AS ESCROW AGENT (THE "ESCROW AGENT"),
PENDING CONSUMMATION OF THE SUBSCRIPTION OFFERING OR THE REFUND OF SUCH FUNDS
TO SUBSCRIBERS. PLEASE READ THIS PROSPECTUS FOR ADDITIONAL INFORMATION ON
SUBSCRIPTION PROCEDURES AND ON OTHER ASPECTS OF THIS SUBSCRIPTION OFFERING.
The Common Stock has been approved for listing on the New York Stock Exchange
under the symbol "FFH," subject to official notice of issuance.
SEE "RISK FACTORS" COMMENCING ON PAGE 12 HEREIN FOR A DISCUSSION OF CERTAIN
FACTORS RELEVANT TO AN INVESTMENT IN THE SHARES.
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.
<TABLE>
- --------------------------------------------------------------------------------
<CAPTION>
SUBSCRIPTION PROCEEDS TO
PRICE COMPANY(2)
<S> <C> <C>
Per Share(1)........................................... $21.00 $21.00
Total........................................Minimum(3) $0 $0
Maximum(4) $63,000,000 $63,000,000
- --------------------------------------------------------------------------------
</TABLE>
(1) If the Public Offering Price or the Revised Subscription Price is less
than the Subscription Price, the effective price per share and amount of
proceeds per share to the Holding Company will be reduced because the
number of Shares issued in exchange for full payment at the Subscription
Price will be increased. See "The Reorganization--Subscription Offering--
Subscription Price and Payment for Shares."
(2) Before deducting expenses of the Subscription Offering payable by the
Holding Company, estimated to be $1.2 million.
(3) Assumes no Shares are sold in the Subscription Offering.
(4) Assumes all Shares are sold in the Subscription Offering.
The date of this Prospectus is May 6, 1996.
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, IN CONNECTION WITH THE OFFER MADE IN THIS PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE HOLDING COMPANY. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE HOLDING
COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION.
-------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information..................................................... 2
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 12
The Company............................................................... 18
The Reorganization........................................................ 19
Option to Acquire Life Company............................................ 26
Use of Proceeds........................................................... 30
Dividend Policy........................................................... 30
Capitalization............................................................ 31
Selected Consolidated Financial Data...................................... 32
Management's Discussion and Analysis of Financial Condition and Results of
Operations.............................................................. 34
Business.................................................................. 40
Management................................................................ 60
Certain Relationships and Related Transactions............................ 67
Stock Ownership of Management............................................. 73
Description of Capital Stock.............................................. 76
Shares Eligible for Future Sale........................................... 79
Legal Matters............................................................. 79
Experts................................................................... 79
Glossary of Selected Insurance Terms...................................... 80
Index to Financial Statements............................................. F-1
</TABLE>
-------------------
UNTIL AUGUST 4, 1996, ALL DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK,
WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER
A PROSPECTUS. THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT
TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
3,000,000 SHARES
FARM FAMILY
HOLDINGS, INC.
COMMON STOCK
($.01 PAR VALUE)
PROSPECTUS
DATED MAY 6, 1996
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses of the issuance and distribution, all of which are
payable by the Registrant, are as follows:
<TABLE>
<S> <C>
SEC Registration Fee............................................ $ 21,725
NASD Fee........................................................ 6,800
Stock Exchange Listing.......................................... 89,870
Printing and Engraving.......................................... 316,000
Accounting Fees and Expenses.................................... 100,000
Legal Fees and Expenses......................................... 525,000
Blue Sky Fees and Expenses...................................... 15,000
Transfer Agent and Escrow Agent's Fees and Expenses............. 135,000
Miscellaneous Expenses.......................................... 25,000
----------
Total......................................................... $1,234,395
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
(a) Exhibits
<TABLE>
<C> <C> <S>
*2.1 -- Plan of Reorganization and Conversion, dated February 14,
1996, as amended by Amendment No. 1, dated April 23, 1996
(Exhibits A, B and C to Exhibit 2.1 are included as Exhibits
10.1, 3.1 and 3.2, respectively, to this Registration
Statement)
*3.1 -- Certificate of Incorporation of Farm Family Holdings, Inc.
*3.2 -- Bylaws of Farm Family Holdings, Inc.
*4.1 -- Form of Certificate for shares of Common Stock
*5.1 -- Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
*8.1 -- Tax Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
*10.1 -- Option Purchase Agreement, dated February 14, 1996, among Farm
Family Holdings, Inc. and The Shareholders of Farm Family Life
Insurance Company Listed Therein
*10.2 -- Expense Sharing Agreement, made effective as of January 1,
1996, by and between Farm Family Mutual Insurance Company and
Farm Family Life Insurance Company
*10.3 -- Indenture of Lease, made the 1st day of January 1988, between
Farm Family Life Insurance Company and Farm Family Mutual
Insurance Company as amended by the Amendment to Lease,
effective January 1, 1994
*10.4 -- Underlying Multi-Line Per Risk Reinsurance Contract, effective
January 1, 1995, issued to Farm Family Mutual Insurance
Company by The Subscribing Reinsurer(s) Executing the
Interests and Liabilities Agreement(s) Attached Thereto, as
amended by Addendum No. 1, effective January 1, 1996
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <C> <S>
*10.5 -- Umbrella Quota Share Reinsurance Contract, effective January
1, 1995, issued to Farm Family Mutual Insurance Company and
United Farm Family Insurance Company, as amended by Addendum
No. 1, effective January 1, 1995
*10.6 -- Excess Catastrophe Reinsurance Contract effective January 1,
1996, issued to Farm Family Mutual Insurance Company
*10.7 -- Assumption Agreement, commencing January 1, 1995, between Farm
Family Mutual Insurance Company and United Farm Family
Insurance Company
*10.8 -- Service Agreement, made effective as of July 25, 1988, by and
between Farm Family Mutual Insurance Company and United Farm
Family Insurance Company
*10.9 -- Form of Membership List Purchase Agreement between Farm Family
Mutual Insurance Company and each of the Farm Bureaus
*10.10 -- Farm Family Mutual Insurance Company 8% Subordinated Surplus
Certificate, as amended by Certificate of Amendment No. 1 and
Trust Indenture, dated as of December 29, 1976 relating to the
8% Subordinated Surplus Certificates
*10.11 -- Farm Family Mutual Insurance Company 5% Debenture, as amended
by Certificate of Amendment, effective January 1, 1969,
Certificate of Amendment No. 2, effective January 1, 1979,
Certificate of Amendment No. 3 and Supplemental Trust
Indenture, dated as of August 25, 1955, Amending Trust
Indenture Dated as of May 16, 1955 Relating to The 5%
Debentures, as amended by Certificate of Amendment, dated as
of August 25, 1955, Certificate of Amendment No. 2, dated as
of August 25, 1955, Certificate of Amendment No. 3, dated as
of August 25, 1955
*10.12 -- Farm Family Mutual Insurance Company Officer Severance Pay
Plan, adopted effective August 1, 1994
*10.13 -- Farm Family Mutual Insurance Company Supplemental Employee
Retirement Plan, adopted as of January 1, 1994
*10.14 -- Escrow Agreement between Farm Family Holdings, Inc. and The
Bank of New York, dated as of April 26, 1996
*21.1 -- List of Subsidiaries
*23.1 -- Consent of Coopers & Lybrand L.L.P.
*23.2 -- Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (contained
in their Opinion filed as Exhibit 5)
*24.1 -- Power of Attorney (included with the signatures in Part II of
this Registration Statement)
*28.1 -- Information from reports furnished to State insurance
regulatory authorities
*99.1 -- Form of Subscription Order Form for Subscription Policyholders
*99.2 -- Form of Subscription Order Form for Participating Surplus Note
Holders
</TABLE>
- --------
* Previously filed.
(b) Financial Statement Schedule
Schedule VI--Reinsurance
Schedule X--Supplemental Information Concerning Property/Casualty Insurance
Operations
ITEM 17. UNDERTAKINGS
(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such
II-2
<PAGE>
indemnification is against public policy as expressed in the 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 on the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
(b) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as a part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rules 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
of 1933, 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.
(c) The undersigned Registrant hereby undertakes to supplement the
prospectus, after the expiration of the subscription period, to set forth the
results of the subscription offer, the transactions by the Underwriters during
the subscription period, the amount of unsubscribed securities to be purchased
by the Underwriters, and the terms of any subsequent reoffering thereof. If
any public offering by the Underwriters is to be made on terms differing from
those set forth on the cover page of the prospectus, a post-effective
amendment will be filed to set forth the terms of such offering.
(d) 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 1 to the Registration Statement
to be signed on its behalf by the Undersigned, thereunto duly authorized, in
the Town of Bethlehem, State of New York on May 6, 1996.
FARM FAMILY HOLDINGS, INC.
By: /s/ Philip P. Weber
----------------------------------
Philip P. Weber
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to the Registration Statement has been signed below on May 6,
1996 by the following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
*
- ------------------------------------- Chairman of the Board of Directors
WILLIAM M. STAMP, JR.
*
- -------------------------------------- Vice Chairman of the Board of
JOHN W. LINCOLN Directors
/s/ Philip P. Weber President and Chief Executive
- -------------------------------------- Officer (Principal Executive Officer)
PHILIP P. WEBER
*
- -------------------------------------- Executive Vice President and
CHARLES E. SIMON Treasurer (Principal Financial and
Accounting Officer)
*
- -------------------------------------- Director
ROBERT L. BAKER
*
- -------------------------------------- Director
FRED G. BUTLER, SR.
*
- -------------------------------------- Director
RANDOLPH C. BLACKMER, JR.
*
- -------------------------------------- Director
JOSEPH E. CALHOUN
*
- -------------------------------------- Director
JAMES V. CRANE
*
- -------------------------------------- Director
STEPHEN J. GEORGE
*
- -------------------------------------- Director
GORDON H. GOWEN
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
*
- ---------------------------------- Director
JON R. GREENWOOD
*
- ---------------------------------- Director
CLARK W. HINSDALE III
*
- ---------------------------------- Director
RICHARD A. JEROME
*
- ---------------------------------- Director
ARTHUR D. KEOWN, JR.
*
- ---------------------------------- Director
DANIEL R. LAPOINTE
*
- ---------------------------------- Director
WAYNE A. MANN
*
- ---------------------------------- Director
JOHN P. MOSKOS
*
- ---------------------------------- Director
NORMA R. O'LEARY
*
- ---------------------------------- Director
JOHN I. RIGOLIZZO, JR.
*
- ---------------------------------- Director
HARVEY T. SMITH
*
- ---------------------------------- Director
HOWARD T. SPROW
*
- ---------------------------------- Director
RICHARD D. TRYON
*
- ---------------------------------- Director
CHARLES A. WILFONG
*
- ---------------------------------- Director
TYLER P. YOUNG
</TABLE>
*By: /s/ Philip P. Weber
------------------------------
Philip P. Weber as
attorney-in-fact for each of the
persons indicated
II-5
<PAGE>
[LETTERHEAD OF LEBOEUF, LAMB, GREENE & MACRAE, L.L.P. APPEARS HERE]
May 6, 1996
VIA EDGAR FILING
- ----------------
Robert F. Bartelmes
Securities and Exchange Commission
Room 3068
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Document Control -- EDGAR
Re: Farm Family Holdings, Inc. --
Registration Statement on Form
S-1 (File No. 333-4446)
------------------------------
Dear Mr. Bartelmes:
On behalf of Farm Family Holdings, Inc. (the "Holding Company"), we
hereby submit for filing in electronic form a form of Amendment No. 1
("Amendment No. 1") to the above-captioned Registration Statement (the
"Registration Statement") relating to the registration under the Securities Act
of 1933, as amended, of 3,000,000 shares of common stock, $0.01 par value, of
the Holding Company. Defined terms used herein have the meanings given such
terms in Amendment No. 1.
In accordance with our conversation with the staff on May 3, 1996, we
are submitting only the pages of Amendment No. 1 which contain changes from the
Registration Statement as filed on May 3, 1996.
The Company plans to initiate the Subscription Offering promptly as soon
as the printing and preparation of the mailing packages is completed. The
Subscription Offering is on a best efforts basis.
Thank you for your assistance in this matter. The staff may direct any
comments or questions about this Amendment No. 1 by telephone to Lars
Bang-Jensen at (212) 424-8005 or to the undersigned at (212) 424-8330, by
telecopier to (212) 424-8500 or to the address above.
Sincerely yours,
Robert E. D. Hawkins
cc: Victoria M. Stanton
Mario P. Torsiello
David P. Schieldrop
Peter J. Gordon
Denise Marbach
Alexander M. Dye
