UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 16, 1997
FARM FAMILY HOLDINGS, INC.
A Delaware Corporation Commission File No. 1-11941 IRS No. 14-1789227
344 Route 9W, Glenmont, New York 12077-2910
Registrant's telephone number: (518) 431-5000
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Item 5. Other Events
On December 16, 1997, Farm Family Holdings, Inc. issued a press release
announcing that a committee of its independent directors and a committee
representing the shareholders of Farm Family Life Insurance Company have
negotiated the proposed exercise price, and a revision of the form of
consideration to be paid, under the Option Purchase Agreement pursuant to which
Farm Family Holdings, Inc. has an option to acquire Farm Family Life Insurance
Company.
Item 7. Financial Statements and Exhibits
The following exhibits are filed as part of this report:
Exhibit Index
Exhibit 99 - Press Release
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 thereunto duly authorized.
FARM FAMILY HOLDINGS, INC.
(Registrant)
December 16, 1997 /s/ Philip P. Weber
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(Date) Philip P. Weber
President and CEO
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Exhibit 99
News Release
FOR IMMEDIATE RELEASE
CONTACT: Timothy A. Walsh
Executive Vice President - Finance & Treasurer
(518) 431-5410
Glenmont, NY - December 16, 1997 -- Farm Family Holdings, Inc. ("Farm Family")
announced today that a committee of its independent directors and a committee
representing the shareholders of Farm Family Life Insurance Company (the "Life
Company") have negotiated the proposed exercise price, and a revision of the
form of consideration to be paid, under the Option Purchase Agreement pursuant
to which Farm Family has an option to acquire the Life Company. Under the
proposed new terms, Farm Family would pay an exercise price of $37.5 million to
acquire the Life Company, of which $5.5 million would be paid in cash and the
balance in shares of the common stock of Farm Family. These terms are subject to
the approval of the shareholders of the Life Company and the Board of Directors
of Farm Family.
Philip P. Weber, President & CEO, said "We are pleased to be moving forward on
the potential acquisition of the Life Company. Under the proposed terms and
based on our current stock price and earnings expectations, we expect the
acquisition to be slightly accretive to earnings in 1998."
The Life Company was established in 1953 by certain Farm Bureaus(R) to provide
life insurance products for Farm Bureau members principally in the Northeast.
The Life Company principally sells term, traditional whole life and universal
life products, in addition to single and flexible premium deferred annuities,
single premium immediate annuities and disability income insurance products and
operates in the same ten states as and through a common distribution system with
Farm Family Casualty Insurance Company, the wholly owned subsidiary of Farm
Family.
Farm Family has not made a final determination as to whether it will exercise
its option to acquire the Life Company. Farm Family's decision to exercise the
option will depend on, among other things, whether the shareholders of the Life
Company approve the proposed new terms of the Option Purchase Agreement. There
can be no assurance that Farm Family will exercise the option.
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Farm Family Holdings, Inc. 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: This news release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 that are based on
management's current knowledge, expectations, estimates, beliefs and
assumptions. The forward-looking statements in this news release include, but
are not limited to, statements with respect to the exercise price of Farm
Family's option to acquire the Life Company and the form of the consideration in
which such exercise price would be paid, the earnings expectations of Farm
Family and the Life Company, the impact of the acquisition of the Life Company
on the earnings of Farm Family, and any decision by Farm Family to exercise its
option to acquire the Life Company. The forward-looking statements in this news
release are not guarantees of future performance and are subject to a number of
important risks and uncertainties, many of which are outside Farm Family's
control, that could cause actual results to differ materially. These risks and
uncertainties include, but are not limited to, factors related to the approval
of the proposed new terms of the Option Purchase Agreement by the Life Company's
shareholders and by Farm Family's Board of Directors, the results of operations
of Farm Family and the Life Company, fluctuations in the market value of shares
of Farm Family's common stock, the exercise by Farm Family of its option to
acquire the Life Company, the satisfaction of the closing conditions set forth
in the Option Purchase Agreement (which conditions include but are not limited
to, the receipt of all required governmental approvals), and the other risks
disclosed in Farm Family's filings with the Securities and Exchange Commission,
specifically the Form 10-K filed for the fiscal year ended December 31, 1996 and
the Prospectus dated July 22, 1996.
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