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 3, 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 3, 1998, Farm Family Holdings, Inc. issued a press release
announcing that on December 2, 1998 at a Special Meeting of Stockholders, the
Company's stockholders voted to approve and adopt an Ameded and Restated Option
Purchase Agreement, and to approve the Company's acquisition of all of the
outstanding capital stock of the 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 3, 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
Stockholders Approve Acquisition of Farm Family Life Insurance Company
Glenmont, New York - December 3, 1998 - - Farm Family Holdings, Inc. (NYSE: FFH)
announced that at a Special Meeting of Stockholders held on December 2, 1998,
the Company's stockholders voted to approve and adopt an Amended and Restated
Option Purchase Agreement (the "Amended and Restated Option Purchase Agreement")
among the Company and the stockholders of Farm Family Life Insurance Company
(the "Life Company") and to approve the Company's acquisition (the
"Acquisition") of all of the outstanding capital stock of the Life Company.
The proposal to approve the Acquisition was approved by the affirmative vote of
the majority of the outstanding shares of common stock of the Company. The
proposed Acquisition remains subject to the satisfaction of certain closing
conditions, including approval of the transaction by the members of several of
the Farm Bureaus which are stockholders of the Life Company.
The Company will pay an exercise price of $37.5 million to acquire the Life
Company consisting of $31.5 million of the Company's common stock and $6 million
stated value of the Company's 6-1/8% voting preferred stock, less certain
expenses to be paid by the Life Company. The Company expects to issue a press
release shortly describing the expected closing date and the number of shares of
common stock to be issued in the Acquisition.
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.
***More***
<PAGE>
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, 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 Amended and Restated 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.
