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: April 8, 1999
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 April 6, 1999 Farm Family Holdings, Inc. issued a press release
announcing that the Company acquired all of the outstanding capital stock of
Farm Family Life Insurance Company pursuant to the terms of
an Amended and Restated Option Purchase Agreement.
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)
April 8, 1999 /s/ Philip P. Weber
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(Date) Philip P. Weber
President and CEO
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Exhibit 99
FOR IMMEDIATE RELEASE CONTACT: Timothy A. Walsh
Executive Vice President
Finance & Treasurer
(518) 431-5410
FARM FAMILY HOLDINGS ACQUIRES FARM FAMILY LIFE INSURANCE COMPANY
Glenmont, New York - April 6, 1999 - - Farm Family Holdings, Inc. (NYSE: FFH)
announced today that the Company acquired all of the outstanding capital stock
of Farm Family Life Insurance Company ("Farm Family Life") pursuant to the terms
of an Amended and Restated Option Purchase Agreement, as amended (the "Option
Purchase Agreement") among the Company and the shareholders of Farm Family Life
(the "Selling Stockholders").
The Company paid an exercise price of $37.5 million to acquire Farm Family Life
and Farm Family Life's wholly owned subsidiary, United Farm Family Insurance
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 paid by Farm Family Life. Under the terms of the Option
Purchase Agreement, the price used to determine the number of shares of common
and voting preferred stock issued in the acquisition was fixed at $35.72 per
share. The Company issued 856,871 shares of common stock and 163,214 shares of
voting preferred stock to the Selling Stockholders in payment of the exercise
price.
Farm Family Life was established in 1953 to provide life insurance products for
Farm Bureau(R) members principally in the Northeastern United States. Farm
Family Life principally sells individual whole life, term and universal life
products, in addition to single and flexible premium deferred annuities, single
premium immediate annuities and disability income insurance products. United
Farm Family Insurance Company is a property/casualty insurance company that
provides flexible multi-line packages of insurance for those engaged in
agricultural pursuits, as well as automobile, commercial general liability,
umbrella liability, business owners, homeowners and other insurance products to
rural and suburban policyholders. Farm Family Life 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 Holdings. In
addition, Farm Family Life and United Farm Family Insurance Company are licensed
to write insurance business in Pennsylvania and Maryland and began marketing
their products in those states in 1998. The acquisition unites all of the Farm
Family companies under the umbrella of Farm Family Holdings and provides the
Company with additional strategic opportunities.
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The acquisition was previously approved by the affirmative vote of the majority
of the outstanding shares of common stock of the Company on March 25, 1999.
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.
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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 Option Purchase Agreement and other risks
listed from time to time in the Company's Securities and Exchange Commission
filings, including Form 10-K for the fiscal year ended December 31, 1998 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.
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