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: March 26, 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 March 25, 1999, Farm Family Holdings, Inc. issued a press release announcing
that at a Special Meeting of Stockholders, the Company's stockholders voted to
approve and adopt 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)
March 26, 1999 /s/ Philip P. Weber
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(Date) Philip P. Weber
President and CEO
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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 - March 25, 1999 - - Farm Family Holdings, Inc. (NYSE: FFH)
announced that at a Special Meeting of Stockholders held today, the Company's
stockholders voted to approve and adopt an Amended and Restated Option Purchase
Agreement, as amended by Amendment No. 1 and Amendment No. 2, (as amended, the
"Option Purchase Agreement") among the Company and the stockholders (the
"Selling 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.
The Option Purchase Agreement (in effect prior to Amendment No. 2) and the
consummation of the transactions contemplated therein were originally approved
by the Company'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 in order for certain Selling Stockholders to provide
unqualified opinions of counsel required by the Option Purchase Agreement as a
condition to closing, such Selling Stockholders or their respective parent
entities would need to obtain approval of the Acquisition from their members. As
a result of this delay, the Option Purchase Agreement was amended by Amendment
No. 2 to, among other things, fix the price used to determine the number of
shares of Common Stock and Series A Preferred Stock issued in the Acquisition as
if the closing had occurred on December 7, 1998 at $35.72 per share, subject to
a collar mechanism.
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 closing of the Acquisition is
expected to occur in April 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/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.
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