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 29, 1998
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
<PAGE>
Item 5. Other Events
On December 23, 1998, Farm Family Holdings, Inc. issued a press release
announcing that a committe of its independent directors and a committee
representing the shareholders of Farm Family Life Insurance Company have
negotiated the terms of an amendment of the Option Purchase Agreement pursuant
to which Farm Family Holdings, Inc. proposes 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 29, 1998 /s/ Philip P. Weber
- -------------------------------- ---------------------------------------------
(Date) Philip P. Weber
President and CEO
<PAGE>
Exhibit 99
News Release
FOR IMMEDIATE RELEASE CONTACT:Timothy A. Walsh
Executive Vice President - Finance & Treasurer
(518) 431-5410
Farm Family Holdings Reports on Proposed Acquisition of Farm Family Life
Glenmont, New York - December 23, 1998 - - Farm Family Holdings, Inc. (NYSE:
FFH) today announced that a committee of its independent directors and a
committee representing the shareholders of Farm Family Life Insurance Company
("Farm Family Life") have negotiated the terms of an amendment of the Option
Purchase Agreement pursuant to which Farm Family proposes to acquire Farm Family
Life.
Under the Option Purchase Agreement, Farm Family would pay an exercise price
(the "Exercise Price") of $37.5 million to acquire Farm Family Life, less
certain expenses. The Exercise Price would be payable in (i) a number of shares
of Farm Family's common stock equal to $31.5 million (less certain expenses)
divided by the average closing price of Farm Family's common stock over a twenty
day trading period (the "Average Closing Price") and (ii) a number of shares of
Farm Family's 6-1/8% voting preferred stock equal to $6.0 million (less certain
expenses) divided by the Average Closing Price.
The Option Purchase Agreement was approved by Farm Family's stockholders on
December 2, 1998. The closing of the acquisition was scheduled to occur on
December 7, 1998, but was delayed when it was determined that certain
shareholders of Farm Family Life would need to obtain approval of the proposed
acquisition from their members.
Under the proposed amendment, the price used to determine the number of shares
of Farm Family to be issued in the acquisition would be fixed, subject to a
collar mechanism, at $35.72, which was the Average Closing Price that would have
been used if the closing had occurred on December 7, 1998. Under the collar, if
the price per share of Farm Family's common stock at the time of closing (the
"Closing Price") is greater than $42.86 or less than $25.00, the price used to
determine the number of shares of Farm Family's common stock to be issued in the
acquisition will equal $35.72 divided by a factor. The factor will be equal to
1.2 (if the Closing Price is greater than $42.86) or 0.7 (if the Closing Price
is less than $25.00) multiplied by $35.72 divided by the Closing Price.
***More***
<PAGE>
If the Closing Price falls below $25.00 per share, Farm Family would have the
option to terminate the Option Purchase Agreement. In addition, the termination
date for the Option Purchase Agreement would be extended to April 30, 1999.
The proposed amendment of the Option Purchase Agreement is subject to the
approval of the shareholders of Farm Family Life and the Board of Directors of
Farm Family. Farm Family also expects to resolicit the approval of its
stockholders for the revised terms of the acquisition. The shareholders of Farm
Family Life will reimburse Farm Family for half of the expenses of
resolicitation, up to $200,000.
Philip P. Weber, President and CEO of Farm Family, said, "We expect to close the
acquisition of Farm Family Life during the second quarter of 1999 and also
expect the acquisition to be slightly accretive to Farm Family's 1999 earnings."
If the proposed amendment to the Option Purchase Agreement is approved by the
shareholders of Farm Family Life and the Board of Directors of Farm Family, the
proposed acquisition remains subject to the satisfaction of certain closing
conditions, including approval of the transaction by the stockholders of Farm
Family and the members of certain shareholders of Farm Family Life.
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: This press 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 press release include, but
are not limited to, statements with respect to the Company's potential
acquisition of Farm Family Life, statements of the plans and objectives of the
Company or its management, statements of future economic performance and
assumptions underlying statements regarding the Company or its business. Readers
are hereby cautioned that certain events or circumstances could cause actual
results to differ materially from those estimated, projected or predicted. The
forward-looking statements in this press release are not guarantees of future
performance and are subject to a number of important risks and uncertainties,
many of which are outside the Company'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 amendment of the Option
Purchase Agreement by the shareholders of Farm Family Life and by the Board of
Directors of Farm Family, the results of operations of the Company and Farm
Family Life, fluctuations in the market value of shares of the Company's common
stock, the satisfaction of the closing conditions set forth in the Option
Purchase Agreement and other risks listed from time to time in the Company's
Securities and Exchange Commission filings, including Form 10-K/A for the fiscal
year ended December 31, 1997 and the Prospectus dated July 22, 1996.
Accordingly, there can be no assurance that actual results will conform to the
forward-looking statements in this press release.
***End***
