FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FARM FAMILY HOLDINGS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 14-1789227
------------------------------ -----------------------------------
(State of incorporation or (I.R.S. Employer Identification No.)
organization)
344 Route 9W
Glenmont, NY 12077
- ------------------------------- -----------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b)of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- ------------------------- -------------------------------
Preferred Stock Purchase Right, New York Stock Exchange
$0.001 par value
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered
On July 29, 1997, the Board of Directors of Farm Family
Holdings, Inc. (the "Company") authorized and declared a dividend of one
preferred share purchase right (a "Right") for each outstanding share of common
stock, par value $.01 per share (the "Common Shares") of the Company. The
dividend was payable on July 29, 1997 to the shareholders of record on July 29,
1997 (the "Record Date"). Each Right entitles the registered holder to purchase
from the Company one one-hundredth of a share of Junior Participating Cumulative
Preferred Stock, par value $1.00 per share ("Preferred Shares") of the Company
at a Purchase Price (the "Purchase Price") of $90, subject to adjustment in
certain circumstances (as defined below). The description and terms of the
Rights are set forth in the Rights Agreement (the "Rights Agreement") dated as
of July 29, 1997 between the Company and The Bank of New York, as Rights Agent
(the "Rights Agent").
Initially, the Rights will be attached to all Common Share
certificates representing shares then outstanding, and no separate certificates
representing the Rights ("Right Certificates") will be distributed. The Rights
will separate from the Common Shares and a "Distribution Date" will occur upon
the earlier of (i) ten business days following a public announcement (the
"Shares Acquisition Date") that a person or group of affiliated or associated
persons has acquired, or obtained the right to acquire, beneficial ownership of
20% or more of the outstanding Common Shares (an "Acquiring Person"), or (ii)
ten business days (or such specified or unspecified date as may be determined by
action of the Board of Directors of the Company) following the commencement or
announcement of the intent to commence a tender offer or exchange offer that
would result in a person or group of affiliated or associated persons
beneficially owning 20% or more of the outstanding Common Shares.
Notwithstanding the foregoing, an Acquiring Person does not include (A) the
Company or any subsidiary of the Company, (B) any employee benefit plan
(including, but not limited to, any employee stock ownership plan) of the
Company or any subsidiary of the Company or any person organized, appointed or
established by the Company or such subsidiary as a fiduciary for or pursuant to
the terms of any such employee benefit plan, or (C) any person who would
otherwise be an Acquiring Person but for the good faith determination by the
Board of Directors of the Company that such person has become an Acquiring
Person inadvertently, provided that such person together with its affiliates and
associates divest themselves as promptly as practicable of beneficial ownership
of a sufficient number of Common Shares so that such person together with its
affiliates and associates beneficially own less than 20% of the Common Shares.
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The Rights Agreement provides that, until the Distribution
Date, (i) the Rights will be transferred with and only with the Common Shares,
(ii) new Common Share certificates issued after the Record Date but prior to the
Distribution Date will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any of the Common Shares will
also constitute the transfer of the Rights associated with the Common Shares
represented by such certificates. As soon as practicable following the
Distribution Date, separate certificates evidencing the Right Certificates will
be mailed to holders of record of Common Shares as of the close of business on
the Distribution Date, and thereafter the Rights will be evidenced solely by
such Right Certificates.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on July 29, 2007 (the "Final Expiration Date"), unless
the Rights are earlier redeemed or exchanged by the Company as described below.
In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, proper provision shall be made
so that each holder of a Right, other than rights beneficially owned by the
Acquiring Person (which will thereupon become void), will thereafter have a
right to receive, upon exercise thereof at the then current exercise price of
the Right, that number of Common Shares having a market value of two times the
exercise price of the Right ("Flip-In" Events). From and after the time a person
becomes an Acquiring Person all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by an Acquiring
Person (or an affiliate, associate or transferee thereof) will be null and void.
At any time after any person becomes an Acquiring Person, the Board of
Directors of the Company may, at its option, exchange all or part of the then
outstanding and exercisable Rights (excluding Rights of an Acquiring Person that
have become void) for Common Shares at an exchange ratio of one Common Share per
Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such exchange ratio being
herinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing,
the Board of Directors shall not be empowered to effect such exchange at any
time after any Acquiring Person, together with all affiliates and associates of
such Acquiring Person, becomes the Beneficial Owner of 50% or more of the Common
Shares then outstanding.
Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights, the right to exercise such Rights
shall terminate and the only right thereafter of a holder of such Right shall be
to receive the number of Common Shares equal to the number of such Rights held
by such holder multiplied by the Exchange Ratio. In connection with this
exchange provision, the Company shall not be required to issue fractions of
Common Shares or certificates evidencing fractional Common Shares and, in lieu
thereof, an adjustment will be made based on the market price of the Preferred
Shares on the last trading day prior to the date of exercise.
In the event that, after the Shares Acquisition Date, (a) the
Company shall consolidate with, or merge with or into, any other person or
persons (other than a subsidiary of the Company) and the Company shall not be
the continuing or surviving corporation of such consolidation or merger, (b) any
other person or persons (other than a subsidiary of the Company) shall
consolidate, merge with or into the Company and the Company shall
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be the continuing or surviving corporation of such consolidation or merger and,
in connection with such consolidation or merger, all or part of the common stock
shall be changed into or exchanged for stock or other securities of any other
person or persons or cash or any other property, or (c) the Company shall sell
or otherwise transfer (or one or more of its subsidiaries shall sell or
otherwise transfer), in one or more transactions, assets, cash flow or earning
power aggregating more than 50% of its assets, cash flow or earning power to any
other person or persons (other than the pro rata distribution by the Company of
assets (including securities) of the Company or any of its subsidiaries to all
holders of the Company's common stock), the Rights Agreement provides that each
holder of a Right (other than Rights owned by an Acquiring Person which will
have become void) shall be entitled to receive, upon the exercise thereof at the
then current exercise price of the Right, that number of shares of common stock
of the acquiring company which at the time of such transaction would have a
market value (as defined in the Rights Agreement) equal to twice the exercise
price of the Right ("Flip-Over" Events).
The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain
rights or warrants to subscribe for Preferred Shares or convertible securities
at less than the current market price of Preferred Shares, or (iii) in case the
Company shall fix a record date to distribute to all holders of the Preferred
Shares evidences of indebtedness or assets (other than a regular periodic cash
dividend or dividends payable in Preferred Shares) or subscription rights or
warrants (other than those referred to above). The number of Rights and number
of Preferred Shares issuable upon the exercise of each Right are also subject to
adjustment in the event of a stock split, combination or stock dividend on the
Common Shares.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% of such Purchase Price. No fractional Preferred Shares will be issued and in
lieu thereof, an adjustment will be made based on the market price of the
Preferred Shares on the last trading date prior to the date of exercise.
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 20% or more of the
outstanding Common Shares, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption
Price"), payable in cash, Common Shares or any other form of
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consideration deemed appropriate by the Board of Directors. The redemption of
the Rights may be effective at such time, on such basis and with such conditions
as the Board of Directors in its sole discretion may establish. Immediately upon
redemption of the Rights, the Rights will terminate and the only privilege of
the Rights holders will be to receive the $.001 redemption price. The date on
which Rights are redeemed is referred to herein as the "Redemption Date".
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, other than rights resulting from
such holder's ownership of Common Shares, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights will
not be taxable to shareholders or to the Company, shareholders may, depending
upon the circumstances, recognize taxable income in the event that the Rights
become exercisable for Common Shares (or other consideration) of the Company or
for common stock of the acquiring company as set forth above.
The Rights and the Rights Agreement may be amended in any respect
whatsoever (including, without limitation, any extension of the period in which
the Rights may be redeemed) at any time prior to such time any person becomes an
Acquiring Person, without the approval of the holders of the Rights. After
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such time, amendments may only be made to (i) cure any ambiguity, (ii) to
correct or supplement any provision contained in the Rights Agreement which may
be defective or inconsistent with any other provision in the Rights Agreement,
or (iii) make any amendments or supplements which the Company and the Rights
Agent may deem necessary or desirable which do not adversely affect the
interests of the holders of the Rights (other than the Acquiring Person or an
affiliate or associate thereof).
This summary description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement, which has
been filed with the Securities and Exchange Commission as an Exhibit to the
Company's Current Report on Form 8-K dated July 29, 1997. A copy of the Rights
Agreement is available free of charge from the Company.
Item 2. Exhibits
4.1 Rights Agreement, dated as of July 29, 1997, between the Company and
The Bank of New York (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on July 30, 1997).
99.1 Press release of Farm Family Holdings, Inc.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly organized.
FARM FAMILY HOLDINGS, INC.
By:/s/ Philip P. Weber
----------------------
Dated July 30, 1997
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EXHIBIT INDEX
Exhibit Description of Exhibit
4.1 Rights Agreement, dated as of July 29, 1997, between the
Company and The Bank of New York (incorporated by reference to
Exhibit 4.1 to the Company's Current Report on Form 8-K filed
with the Securities and Exchange Commission on July 30, 1997).
99.1 Press release of Farm Family Holdings, Inc. dated
July 29, 1997.
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Exhibit 99.1
News Release
Contact: Timothy A. Walsh
Executive Vice President -
Finance & Treasurer
(518) 431-5410
FOR IMMEDIATE RELEASE
Farm Family Holdings Reports Continued Premium Growth and Increase in Operating
Earnings for the Second Quarter and the Six Months Ended June 30, 1997; Board
Approves Shareholder Rights Plan
Glenmont, New York - July 29, 1997 - - Farm Family Holdings, Inc. (NYSE: FFH)
today announced that operating earnings for the second quarter ended June 30,
1997 increased 43% to $3,612,000 from $2,524,000 for the same period in 1996. On
a per share basis, operating earnings for the second quarter of 1997 were $0.69
compared to $0.84 for the same period in 1996. The reduction in operating
earnings on a per share basis was the result of the additional shares
outstanding from the Company's initial public offering on July 26, 1996.
Operating earnings for the six months ended June 30, 1997 increased to
$6,727,000 from $3,306,000 for the same period in 1996. On a per share basis,
operating earnings for the six months ended June 30, 1997 were $1.28 compared to
$1.10 for the same period in 1996. Operating earnings exclude the impact of
realized investment gains (losses), extraordinary items, and the related taxes
thereon.
The increase in operating earnings for the second quarter and first six months
of 1997 was primarily attributable to increased premium revenue and net
investment income, reductions in weather-related losses, and the results of the
Company's expense management program.
Philip P. Weber, President & CEO of Farm Family Holdings said, "We are
continuing to execute our strategy of profitable growth. The expansion of our
distribution system has enabled us to increase our presence in the northeastern
agribusiness and rural and suburban markets. We remain focused on providing
outstanding service to our customers and creating value for our shareholders."
Premiums
Premium revenue increased 11.1% to $35,761,000 for the second quarter of 1997
compared to $32,190,000 for the same period in 1996. For the six months ended
June 30, 1997, premium revenue increased 10.8% to $70,734,000 compared to
$63,866,000 for the same period in 1996.
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The increase in premium revenue for the six months ended June 30, 1997 was
primarily attributable to an increase of $7,447,000 in premium revenue from our
direct writings and a $1,852,000 increase in revenue from the Company's
voluntary assumed reinsurance business. These increases were partially offset by
an increase in premiums ceded to reinsurers. From a product perspective, the
growth in premium revenue from our direct writings was derived primarily from
the Company's personal and commercial automobile, Special Farm Package,
businessowners, workers' compensation, and homeowners products. Geographically,
the increase in premium revenue from direct writings came from New Jersey, New
York, Connecticut, Massachusetts, Delaware, Rhode Island, West Virginia, and
Vermont.
Net written premiums increased 18.8% to $42,953,000 for the second quarter of
1997 compared to $36,145,000 for the same period in 1996. For the six months
ended June 30, 1997, net written premiums increased 15.7% to $79,681,000
compared to $68,897,000 for the same period in 1996. The increase in net written
premiums for the six months ended June 30, 1997 was primarily attributable to an
increase of $9,842,000 in direct writings and a $3,767,000 increase in the
Company's voluntary assumed reinsurance business. These increases were partially
offset by an increase in premiums ceded to reinsurers. Direct writings for the
first six months of 1997 increased primarily as a result of an increase in
writings of all of the Company's primary products and to a lesser extent as a
result of assigned risk automobile business in New Jersey and our re-entry into
the Massachusetts workers' compensation market.
Mr. Weber said, "We have continued to increase writings of all of our primary
products. In addition, our growth in premium revenue is coming from several
states, particularly in New Jersey. Our premium revenue from New Jersey during
the first six months of 1997 has increased approximately 25% compared to the
same period in 1996. The growth in assumed reinsurance premiums diversifies our
geographic exposure to risk through reinsurance assumed from selected direct
writers."
Combined Ratio
Farm Family Casualty Insurance Company's statutory combined ratio was 94.9% for
the second quarter of 1997 compared to 100.5% for the same period in 1996. The
statutory combined ratio for the six months ended June 30, 1997 was 96.5%
compared to 103.8% for the same period in 1996. Loss and loss adjustment
expenses were 70.3% of premium revenue for the six months ended June 30, 1997
compared to 76.3% for the same period in 1996. The reduction in the loss and
loss adjustment expense ratio was primarily attributable to fewer
weather-related losses incurred during the first quarter of 1997 as compared to
the same period in 1996.
Investment Income
Net investment income for the second quarter of 1997 was $4,510,000 compared to
$3,645,000 for the same period in 1996. For the six months ended June 30, 1997,
net investment income was $8,926,000 compared to $7,503,000 for the same period
in 1996. The increase in net investment income is primarily the result of the
investment of the net proceeds from the Company's initial public offering on
July 26, 1996.
Realized Investment Gains
Realized investment gains for the second quarter of 1997 were $5,551,000
compared to $14,000 for
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the same period in 1996. The realized investment gains for the second quarter of
1997 were primarily the result of the sale of a common stock investment.
Net Income
Net income for the second quarter of 1997 increased to $7,220,000 compared to
$1,637,000 for the same period in 1996. On a per share basis, net income for the
second quarter of 1997 was $1.37 compared to $0.55 for the same period in 1996.
Net income for the second quarter of 1997 included a realized investment gain of
$5,551,000 and net income for the second quarter of 1996 included a nonrecurring
charge of $896,000 related to the conversion of Farm Family Casualty from a
mutual company to a stockholder owned company.
Net income for the six months ended June 30, 1997 increased to $10,276,000
compared to $1,939,000 for the same period in 1996. On a per share basis, net
income for the six months ended June 30, 1997 was $1.96 compared to $0.65 for
the same period in 1996. Net income for the six months ended June 30, 1997
included a realized investment gain of $5,461,000 and net income for the six
months ended June 30, 1996 included the impact of abnormally high
weather-related losses and a nonrecurring charge of $1,417,000 related to the
conversion of Farm Family Casualty from a mutual company to a stockholder owned
company.
Mr. Weber said, "Although we have now completed four consecutive quarters of
profitable underwriting results, we continue to evaluate alternatives to further
enhance our growth and profitability. We are investigating becoming licensed as
a direct writer in Pennsylvania and Maryland and have expanded our voluntary
assumed reinsurance business to further diversify our geographic reach and risk
exposure. In addition, we plan to initiate an Odd-Lot Shareowner Program to help
reduce our stockholder related expenses. We have engaged a professional
insurance asset management firm to act as our investment advisor and manage our
investment portfolio. Finally, we continue to evaluate the potential exercise of
the option to acquire our affiliate, Farm Family Life Insurance Company."
Odd-Lot Shareowner Program
Today, the Board of Directors approved an Odd-Lot Shareowner Program which will
provide stockholders owning fewer than 100 shares of common stock of the Company
with a convenient means of selling their shares in the open market at reduced
brokerage fees. The Company currently intends to offer the Program, which will
be administered by the Company's Transfer Agent, The Bank of New York, in the
Fall of 1997.
Shareholder Rights Plan
Also at today's meeting, the Board of Directors adopted a Shareholder Rights
Plan (the "Plan") designed to protect stockholders against certain hostile
takeover activities. Under the Plan, the Company will distribute a dividend of
one Preferred Share Purchase Right for each outstanding share of Farm Family
Holdings' common stock. A summary of the Plan will be mailed to stockholders
shortly.
Mr. Weber said, "The Rights are intended to ensure that all of Farm Family
Holdings' stockholders receive fair and equal treatment in the event of any
proposed takeover, and to guard against partial
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tender offers, squeeze-outs, and other hostile tactics to gain control of the
Company without paying all stockholders a fair price. The Plan allows for an
orderly process for takeovers that would increase stockholder value, while
protecting stockholders from takeover tactics that do not respect the rights of
all stockholders. The Rights would not prevent a takeover, but are designed to
encourage anyone seeking to acquire the Company to negotiate with the Board to
ensure that the terms are fair to all stockholders."
The record date for the Rights distribution is July 29, 1997, and the Rights
will expire ten years later unless redeemed earlier by the Company. The Rights
distribution is not taxable to stockholders.
The Rights would be exercisable only if a person or group acquires 20% or more
of Farm Family Holdings' common stock or announces a tender or exchange offer
that would lead to ownership by a person or group of 20% or more of the common
stock. Each of the Rights will entitle stockholders to buy one one-hundredth of
a share of a new series of preferred stock at an exercise price of $90. Under
the Right's "flip-in" feature, if any person or group becomes the beneficial
owner of 20% or more of the Company's common stock, then each Right not owned by
such person or group will entitle its holder to purchase, at the Right's then
current exercise price, shares of the Company's common stock having a value
twice the Right's exercise price.
If Farm Family Holdings is acquired in a merger or other business combination
transaction after a person has acquired 20% or more of its common stock, under
certain circumstances holders of Rights will be entitled to purchase a number of
the acquiring company's common shares having a market value equal to twice the
exercise price of the Rights.
Prior to the acquisition by a person or group of beneficial ownership of 20% or
more of Farm Family Holdings' outstanding common stock, the Rights are
redeemable for $0.001 per Right at the option of the Board of Directors. Subject
to certain conditions, if a person or group becomes the beneficial owner of 20%
or more of the Company's common stock, the Company's Board of Directors may
exchange each Right not owned by such person or group for one share of common
stock.
Farm Family Holdings is the parent of Farm Family Casualty Insurance Company, a
specialized, regional property and casualty insurer of farms, agricultural
related businesses, and residents and businesses of rural and suburban
communities.
Safe Harbor Statement under The Private Securities Litigation Reform Act of
1995: All forward looking information or statements contained in this press
release are based on management's current knowledge of factors, and are subject
to a number of important risks and uncertainties that could cause actual results
to differ materially. These risks and uncertainties include, but are not limited
to, the risk that the Odd-Lot Shareowner Program will not reduce the Company's
shareholder related expenses, the risks associated with the legislative,
regulatory and competitive environments in the states of Pennsylvania and
Maryland which may delay, prohibit, or otherwise deem the Company's entry into
these states as a direct writer undesirable, and factors outlined in the
Company's SEC filings, including the 1996 Form 10-K and the Prospectus dated
July 22, 1996.
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<TABLE>
FARM FAMILY HOLDINGS, INC.
Condensed Consolidated Statements of Income
($ in thousands except per share data)
<CAPTION>
(Unaudited) (Unaudited)
Three Six Months
Months Ended Ended
June 30, June 30,
1997 1996 1997 1996
---- ---- ---- ----
Revenues:
<S> <C> <C> <C> <C>
Premiums $35,761 $32,190 $70,734 $63,866
Net investment income 4,510 3,645 8,926 7,503
Realized investment gains (losses), net 5,551 14 5,461 77
Other income 265 257 485 470
----------------------------------------------------
Total Revenues 46,087 36,106 85,606 71,916
----------------------------------------------------
Losses and Expenses:
Losses and loss adjustment expenses 25,023 23,031 49,720 48,753
Underwriting expenses 10,107 9,180 20,197 17,968
Interest expense 26 54 52 107
Dividends to policyholders 74 86 112 113
----------------------------------------------------
Total Losses and Expenses 35,230 32,351 70,081 66,941
----------------------------------------------------
Income before federal income tax expense and extraordinary
item 10,857 3,755 15,525 4,975
Federal income tax expense 3,637 1,222 5,249 1,619
----------------------------------------------------
Income before extraordinary item 7,220 2,533 10,276 3,356
Extraordinary item - demutualization expenses - 896 - 1,417
----------------------------------------------------
Net Income $7,220 $1,637 $10,276 $1,939
----------------------------------------------------
Operating income (1) $3,612 $2,524 $6,727 $3,306
----------------------------------------------------
Income before extraordinary item per share $1.37 $0.84 $1.96 $1.12
----------------------------------------------------
Net income per share $1.37 $0.55 $1.96 $0.65
----------------------------------------------------
Operating income per share (1) $0.69 $0.84 $1.28 $1.10
----------------------------------------------------
Weighted average shares outstanding (2) 5,253,813 3,000,000 5,253,813 3,000,000
----------------------------------------------------
(1) Operating income excludes the impact of realized investment gains (losses),
extraordinary items, and the related taxes thereon.
(2) Gives effect to the allocation of 3,000,000 shares to eligible policyholders
on July 26, 1996 pursuant to Farm Family Casualty Insurance Company's conversion
from a mutual company to a stockholder owned company.
</TABLE>
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<TABLE>
FARM FAMILY HOLDINGS, INC.
Condensed Consolidated Balance Sheets
($ in thousands except per share data)
<CAPTION>
(Unaudited)
June 30, 1997 December 31, 1996
Assets:
<S> <C> <C>
Investments $255,581 $244,704
Cash 5,422 4,110
Insurance receivables 41,793 33,406
Deferred acquisition costs 11,874 10,682
Accrued investment income 5,252 4,861
Other assets 24,693 21,649
----------------------------------------
Total Assets $344,615 $319,412
----------------------------------------
Liabilities:
Reserves for losses and loss adjustment expenses $146,239 $141,220
Unearned premium reserve 65,309 55,945
Debt 1,285 1,304
Other liabilities 14,130 10,202
----------------------------------------
Total Liabilities 226,963 208,671
Stockholders' equity 117,652 110,741
----------------------------------------
Total Liabilities and Stockholders' Equity $344,615 $319,412
----------------------------------------
Book Value Per Share $22.39 $21.08
----------------------------------------
Book Value Per Share (excluding SFAS 115 adjustment) $21.76 $19.80
----------------------------------------
Shares Outstanding 5,253,813 5,253,813
----------------------------------------
</TABLE>
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