SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[x] Soliciting Material Pursuant to ss.240.14a-12
FARM FAMILY HOLDINGS, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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<PAGE>
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
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was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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<PAGE>
Glenmont, New York - October 31, 2000 - American National Insurance Company
(NASDAQ: ANAT) ("American National") and Farm Family Holdings, Inc. (NYSE: FFH)
("Farm Family") today announced a definitive merger agreement under which
American National will acquire Farm Family at a price of $44 per share for Farm
Family's common stock and $35.72 per share for Farm Family's Series A Preferred
Stock in cash. The consideration to be paid to the holders of the Series A
Preferred Stock will also include any accrued and unpaid dividends to the
closing date.
The merger, valued at approximately $280 million, is subject to certain closing
conditions, including the approval of the holders of a majority of Farm Family's
outstanding voting stock and the approval of the New York Insurance Department.
The companies expect to close the merger late in the first quarter of 2001.
American National, which was founded in 1905, is headquartered in Galveston,
Texas. American National has over $9 billion in assets and had total revenues
for the year ended December 31, 1999 of approximately $1.9 billion. The American
National family of companies offers a broad line of products and services, which
include individual and group life and health insurance, and annuities; personal
lines property and casualty insurance; credit insurance and mutual funds. The
life insurance business conducted by the American National family of companies
is conducted in all states, as well as in Mexico, Puerto Rico, Guam and American
Samoa. American National is also authorized to sell its products to American
military personnel in Western Europe. American National's property and casualty
subsidiary, American National Property and Casualty Company ("ANPAC"), is based
in Springfield, Missouri and currently operates in 37 states. American National
and ANPAC have been assigned a Best's rating of A+ (Superior) by A.M. Best
Company and are rated AA+ (Very Strong) by Standard and Poor's. In addition, the
Ward Financial Group named ANPAC as a 1999 Ward's 50 Benchmark Company.
Additional information regarding American National is available at
www.anico.com.
<PAGE>
Philip P. Weber, President and Chief Executive Officer of Farm Family said, "The
merger with American National presents an excellent opportunity for our
shareholders, employees, agents, and policyholders. The addition of Farm Family
to American National's extensive financial services network will enhance the
ability of both organizations to compete and succeed in the rapidly
consolidating financial services industry. The combination of our companies will
improve American National's ability to deliver outstanding products and services
to the agribusiness and rural and suburban communities throughout the United
States."
Following the merger, Farm Family will continue as a subsidiary of American
National and will be headquartered in Albany, New York with Mr. Weber as its
Chief Executive Officer. Farm Family will retain its brand identity and will
focus on expanding the delivery of a wider array of financial services to farms,
agricultural related businesses and residents and businesses of rural and
suburban communities in its existing twelve-state territory. In addition, ANPAC
plans to introduce certain of Farm Family's products, including the Special Farm
Package, Country Estate, businessowners and commercial package policies into
ANPAC's markets across the United States.
Gregory V. Ostergren, Chairman of the Board, President, and Chief Executive
Officer of ANPAC said, "This is part of our strategic plan to add strong
companies and services to our existing financial services network. The
acquisition of Farm Family will strengthen American National's presence in the
market and is consistent with our mission. Farm Family provides us with three
New York domiciled insurance companies and gives us a platform to expand in the
northeast, an area that geographically has not been a stronghold for American
National. Further, we expect to capitalize on the expertise of Farm Family and
its agents and employees in serving the agricultural and related markets by
providing its specialized products in the territories where we do have a strong
presence. We view this as an opportunity to increase the strength of both
companies."
Farm Family is the parent of Farm Family Casualty Insurance Company, Farm Family
Life Insurance Company ("Farm Family Life") and United Farm Family Insurance
Company ("United Farm Family") which are domiciled in New York and operate in
twelve northeastern states. Farm Family Casualty and United Farm Family are
specialized property and casualty insurers of farms, agricultural related
businesses and residents and businesses of rural and suburban communities. Farm
Family Life sells individual whole life, term and universal life insurance
products, single and flexible premium deferred annuity products and disability
income insurance products. Additional information regarding the Company is
available at www.farmfamily.com.
In connection with the proposed merger, Farm Family will file a proxy statement
with the Securities and Exchange Commission (the "SEC"). WE URGE INVESTORS TO
READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors
will be able to obtain a copy of the proxy statement (when available) and other
documents filed by Farm Family free of charge at the SEC's web site,
http://www.sec.gov or at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549. In addition, documents filed by Farm Family can be
obtained by contacting Farm Family at the following address and telephone
number: Farm Family Holdings, Inc. Attention: Investor Relations, P.O. Box 656,
Albany, NY 12201-0656 (518) 431 - 5036.
<PAGE>
Farm Family and its officers, directors and certain other employees of Farm
Family may be soliciting proxies from Farm Family stockholders in favor of the
proposed merger and may be deemed to be "participants in the solicitation" under
the rules of SEC. Information regarding the interests of the participants in the
solicitation will be set forth in the proxy statement when it becomes available.
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
managements' current knowledge, expectations, estimates, beliefs and
assumptions. The forward-looking statements in this press release include, but
are not limited to, statements of the plans and objectives of each of American
National Insurance Company ("American National") and Farm Family Holdings, Inc.
("Farm Family") or their managements', statements of future economic performance
and assumptions underlying statements regarding American National and Farm
Family or their businesses. 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 American National's
and Farm Family's control, that could cause actual results to differ materially.
These risks and uncertainties include, but are not limited to, the satisfaction
of the closing conditions set forth in the merger agreement (which conditions
include but are not limited to the approval of the holders of the majority of
the outstanding shares of voting stock of Farm Family, approval of the New York
Insurance Department and other governmental approvals), and other risks listed
from time to time in Farm Family's Securities and Exchange Commission filings,
including Form 10-K filed for the fiscal year ended December 31, 1999 and Forms
10-Q filed for the quarters ended March 31, 2000 and June 30, 2000.
<PAGE>
October 31, 2000
To: All Farm Family Employees
Today, American National Insurance Company (NASDAQ: ANAT) ("American National")
and Farm Family Holdings, Inc. (NYSE: FFH) ("Farm Family") announced a
definitive merger agreement under which American National will acquire Farm
Family at a price of $44 per share for Farm Family's Common Stock and $35.72 per
share for Farm Family's Series A Preferred Stock in cash. The consideration to
be paid to the holders of the Series A Preferred Stock will also include any
accrued and unpaid dividends to the closing date. Although the transaction is
subject to shareholder and regulatory approvals, we expect the transaction to
close late in the first quarter of 2001.
We are all very excited at the prospects and opportunities created by this
combination. We believe this strategic transaction creates opportunities for our
agents and employees. The addition of Farm Family to the American National
Family of Companies strengthens our business opportunities in the financial
services industry as we move forward - together. We view this as an opportunity
to increase the strength of both companies.
We encourage you all to review the press releases and company information we
have provided. Additional information about the companies is available at
www.anico.com and www.farmfamily.com. Further, with the assistance of your
managers, we will continue to communicate with you directly to respond to your
inquiries, and to keep you apprised of our plans to succeed.
We understand that mergers create uncertainty. We want to solidify our
commitment to you, so here are several items we want you to know about right
from the start:
* American National intends to continue to use the Farm Family name and logo.
* American National intends to maintain the Farm Family headquarters in
Glenmont, New York for the foreseeable future.
* Philip P. Weber will continue as President and Chief Executive Officer
of Farm Family and will maintain his management team. The Farm Family
agency force will continue with access to new products, services, and
territories.
* Farm Family will be an integral part of delivering comprehensive
financial services to the agribusiness and rural and suburban
communities on a national basis.
* American National has committed to maintain employee compensation and
benefits at the same level in the aggregate for at least twelve months
following the closing of the transaction.
* In order to show Farm Family's and American National's commitment to
our employees, we have enhanced the Farm Family Employee Severance
Plan to increase severance in the event of job elimination to two
weeks for each year of service (with a minimum of four weeks and a
maximum of one year). This enhancement is effective immediately and
will continue for three years following the closing of the
transaction.
American National recognizes and values the expertise and knowledge of Farm
Family's agents, employees and management, and their contribution to Farm
Family's success. American National is committed to maintaining and growing the
strong relationships that Farm Family has developed with its agents,
agribusiness customers, and the Farm Bureaus(R). We believe this combination
will result in a more successful company.
This is an exciting time. We look forward to the future with confidence!
/s/ G. Richard Ferdinandtsen /s/ Philip P. Weber
----------------------------------- ----------------------------------
G. Richard Ferdinandtsen Philip P. Weber
President & Chief Operating Officer President & Chief Executive Officer
AMERICAN NATIONAL INSURANCE COMPANY FARM FAMILY HOLDINGS, INC.
<PAGE>
In connection with the proposed merger, Farm Family will file a proxy statement
with the Securities and Exchange Commission (the "SEC"). WE URGE INVESTORS TO
READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors
will be able to obtain a copy of the proxy statement (when available) and other
documents filed by Farm Family free of charge at the SEC's web site,
http://www.sec.gov or at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549. In addition, documents filed by Farm Family can be
obtained by contacting Farm Family at the following address and telephone
number: Farm Family Holdings, Inc. Attention: Investor Relations, P.O. Box 656,
Albany, NY 12201-0656 (518) 431-5036.
Farm Family and its officers, directors and certain other employees of Farm
Family may be soliciting proxies from Farm Family stockholders in favor of the
proposed merger and may be deemed to be "participants in the solicitation" under
the rules of SEC. Information regarding the interests of the participants in the
solicitation will be set forth in the proxy statement when it becomes available.
Safe Harbor Statement under The Private Securities Litigation Reform Act of
1995:
This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 that are based on managements'
current knowledge, expectations, estimates, beliefs and assumptions. The
forward-looking statements in this document include, but are not limited to,
statements of the plans and objectives of each of American National Insurance
Company ("American National") and Farm Family Holdings, Inc. ("Farm Family") or
their managements', statements of future economic performance and assumptions
underlying statements regarding American National and Farm Family or their
businesses. 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 document are not guarantees
of future performance and are subject to a number of important risks and
uncertainties, many of which are outside American National's and Farm Family's
control, that could cause actual results to differ materially. These risks and
uncertainties include, but are not limited to, the satisfaction of the closing
conditions set forth in the merger agreement (which conditions include but are
not limited to the approval of the holders of the majority of the outstanding
shares of voting stock of Farm Family, approval of the New York Insurance
Department and other governmental approvals), and other risks listed from time
to time in Farm Family's Securities and Exchange Commission filings, including
Form 10-K filed for the fiscal year ended December 31, 1999 and Forms 10-Q filed
for the quarters ended March 31, 2000 and June 30, 2000.
<PAGE>
October 31, 2000
To: All Agents of Farm Family Casualty Insurance Company, Farm Family Life
Insurance Company and United Farm Family Insurance Company
Today, American National Insurance Company (NASDAQ: ANAT) ("American National")
and Farm Family Holdings, Inc. (NYSE: FFH) ("Farm Family") announced a
definitive merger agreement under which American National will acquire Farm
Family at a price of $44 per share for Farm Family's Common Stock and $35.72 per
share for Farm Family's Series A Preferred Stock in cash. The consideration to
be paid to the holders of the Series A Preferred Stock will also include any
accrued and unpaid dividends to the closing date. Although the transaction is
subject to shareholder and regulatory approvals, we expect the transaction to
close late in the first quarter of 2001.
We are all very excited at the prospects and opportunities created by this
combination. We believe this strategic transaction creates opportunities for our
agents and employees. The addition of Farm Family to the American National
Family of Companies strengthens our business opportunities in the financial
services industry as we move forward - together. We view this as an opportunity
to increase the strength of both companies.
We encourage you all to review the press releases and company information we
have provided. Additional information about the companies is available at
www.anico.com and www.farmfamily.com. Further, we will continue to communicate
with you directly to respond to your inquiries, and to keep you apprised of our
plans to succeed.
We understand that mergers create uncertainty. We want to solidify our
commitment to you, so here are several items we want you to know about right
from the start:
* American National intends to continue to use the Farm Family name and logo.
* American National intends to maintain the Farm Family headquarters in
Glenmont, NY for the foreseeable future.
* Philip P. Weber will continue as President and Chief Executive Officer
of Farm Family and will maintain his management team.
* Farm Family will be an integral part of delivering comprehensive
financial services to the agribusiness and rural and suburban
communities on a national basis.
American National recognizes and values the expertise and knowledge of Farm
Family's agents, employees and management, and their contribution to Farm
Family's success. American National is committed to maintaining and growing the
strong relationships that Farm Family has developed with its agents,
agribusiness customers, and the Farm Bureaus(R). We believe this combination
will result in a more successful company.
<PAGE>
We believe the combination with American National will create numerous
opportunities for our agents. Your access to American National's extensive
financial network will enable you to better compete and succeed in the market.
American National has a wide variety of life insurance products as well as
tailored personal lines property/casualty products which we believe will allow
you to further penetrate the markets you serve. Further, the American National
Family of Companies includes a broker/dealer so you will have access to mutual
funds, variable insurance and annuity products, and other financial services.
Clearly, this combination opens up new products, services, and territories to
further enhance your ability to succeed.
We expect to have an Agent Meeting later in November to introduce you to the
American National people, products and services.
This is an exciting time. We look forward to the future with confidence!
/s/ G. Richard Ferdinandtsen /s/ Philip P. Weber
-------------------------- ------------------------------
G. Richard Ferdinandtsen Philip P. Weber
President & Chief Operating Officer President & Chief Executive Officer
AMERICAN NATIONAL INSURANCE COMPANY FARM FAMILY HOLDINGS, INC.
<PAGE>
In connection with the proposed merger, Farm Family will file a proxy statement
with the Securities and Exchange Commission (the "SEC"). WE URGE INVESTORS TO
READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors
will be able to obtain a copy of the proxy statement (when available) and other
documents filed by Farm Family free of charge at the SEC's web site,
http://www.sec.gov or at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549. In addition, documents filed by Farm Family can be
obtained by contacting Farm Family at the following address and telephone
number: Farm Family Holdings, Inc. Attention: Investor Relations, P.O. Box 656,
Albany, NY 12201-0656 (518) 431-5036.
Farm Family and its officers, directors and certain other employees of Farm
Family may be soliciting proxies from Farm Family stockholders in favor of the
proposed merger and may be deemed to be "participants in the solicitation" under
the rules of SEC. Information regarding the interests of the participants in the
solicitation will be set forth in the proxy statement when it becomes available.
Safe Harbor Statement under The Private Securities Litigation Reform Act of
1995:
This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 that are based on managements'
current knowledge, expectations, estimates, beliefs and assumptions. The
forward-looking statements in this document include, but are not limited to,
statements of the plans and objectives of each of American National Insurance
Company ("American National") and Farm Family Holdings, Inc. ("Farm Family") or
their managements', statements of future economic performance and assumptions
underlying statements regarding American National and Farm Family or their
businesses. 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 document are not guarantees
of future performance and are subject to a number of important risks and
uncertainties, many of which are outside American National's and Farm Family's
control, that could cause actual results to differ materially. These risks and
uncertainties include, but are not limited to, the satisfaction of the closing
conditions set forth in the merger agreement (which conditions include but are
not limited to the approval of the holders of the majority of the outstanding
shares of voting stock of Farm Family, approval of the New York Insurance
Department and other governmental approvals), and other risks listed from time
to time in Farm Family's Securities and Exchange Commission filings, including
Form 10-K filed for the fiscal year ended December 31, 1999 and Forms 10-Q filed
for the quarters ended March 31, 2000 and June 30, 2000.
<PAGE>
Who is American National?
American National Insurance Company, headquartered in Galveston, Texas, was
founded in 1905 and had approximately $9.1 billion in assets and net income of
approximately $267 million as of and for the year ended December 31, 1999.
American National's property and casualty subsidiary, American National Property
and Casualty Company, is based in Springfield, Missouri. Both companies have
been assigned a Best's rating of A+ (Superior) by A.M. Best Company.
American National Insurance Company is the parent company in the American
National Family of Companies, which offers a broad range of insurance coverages,
including individual and group life and health insurance and annuities, personal
line property/casualty insurance and credit insurance. The American National
Family of Companies also offers a variety of other financial products, including
mutual funds, variable life and variable annuities through registered
representatives of a wholly-owned broker-dealer, money manager and investment
advisor subsidiary.
What is the proposed transaction?
The Boards of Directors of Farm Family Holdings, Inc. and American National
Insurance Company have each approved a definitive merger agreement whereby Farm
Family Holdings, Inc. would become a subsidiary of American National Insurance
Company.
When will the transaction occur?
The completion of the transaction is subject to certain closing conditions,
including the approval of the stockholders of Farm Family Holdings, Inc., the
New York Insurance Department and certain other regulatory approvals.
The companies expect to complete the transaction late in the first quarter of
2001.
What happens to the common stock of Farm Family Holdings, Inc.?
Upon closing the transaction, the common stock of Farm Family Holdings, Inc.
will be cancelled and converted automatically into the right to receive $44 per
share in cash in exchange for each share of Farm Family Holdings, Inc. common
stock owned.
Following the closing of the transaction, a mailing will be sent to each common
stockholder of Farm Family Holdings, Inc. with instructions for surrendering
their common stock certificates in exchange for cash in an amount equal to $44
per share.
What happens to the Series A Preferred Stock?
Upon closing the transaction, the Series A Preferred Stock of Farm Family
Holdings, Inc. will be cancelled and converted automatically into the right to
receive $35.72 per share in cash plus any accrued and unpaid interest until the
closing date in exchange for each share of Farm Family Holdings, Inc. Series A
Preferred Stock owned.
Following the closing of the transaction, a mailing will be sent to each Series
A Preferred Stockholder of Farm Family Holdings, Inc. with instructions for
surrendering their Series A Preferred Stock certificates in exchange for cash in
an amount equal to $35.72 per share plus any accrued and unpaid dividends to the
closing date.
What happens to the Farm Family Companies?
Upon closing of the transaction, Farm Family Holdings, Inc. will become a
subsidiary of American National Insurance Company.
The Farm Family Companies will continue to operate under their current names and
will keep their headquarters in Glenmont, New York.
What happens to my Farm Family insurance policies? to my Farm Family agent?
The proposed transaction deals only with the corporate structure of the Farm
Family companies. There will not be any change in your present insurance policy
from Farm Family, or any change in your relationship with your Farm Family
agent.
What happens to the Farm Bureau relationship?
The Farm Bureaus and the Farm Family Companies have a long and successful
partnership. Together, Farm Family and Farm Bureau have built a strong insurance
service which specializes in serving the needs of agribusiness. As a result of
the combination with American National, Farm Family will be able to offer its
customers a wider range of high-quality insurance products and services.
What happens to the Membership List Purchase Agreements between Farm Family Life
Insurance Company, Farm Family Casualty Insurance Company and the Farm Bureaus?
The current term of the Membership List Purchase Agreements expires December 31,
2001. If the transaction is completed, American National intends to renew
Membership List Purchase Agreements for two years until December 31, 2003.
Will Farm Bureau Membership continue to be required?
American National intends to continue to require Farm Bureau membership for
insurance with Farm Family Casualty Insurance Company.
Who may I call if I have questions about the proposed transaction?
Please call Farm Family's Home Office at (518) 431-5000.
<PAGE>
In connection with the proposed merger, Farm Family will file a proxy statement
with the Securities and Exchange Commission (the "SEC"). WE URGE INVESTORS TO
READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors
will be able to obtain a copy of the proxy statement (when available) and other
documents filed by Farm Family free of charge at the SEC's web site,
http://www.sec.gov or at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549. In addition, documents filed by Farm Family can be
obtained by contacting Farm Family at the following address and telephone
number: Farm Family Holdings, Inc. Attention: Investor Relations, P.O. Box 656,
Albany, NY 12201-0656 (518) 431-5036.
Farm Family and its officers, directors and certain other employees of Farm
Family may be soliciting proxies from Farm Family stockholders in favor of the
proposed merger and may be deemed to be "participants in the solicitation" under
the rules of SEC. Information regarding the interests of the participants in the
solicitation will be set forth in the proxy statement when it becomes available.
Safe Harbor Statement under The Private Securities Litigation Reform Act of
1995:
This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 that are based on managements'
current knowledge, expectations, estimates, beliefs and assumptions. The
forward-looking statements in this document include, but are not limited to,
statements of the plans and objectives of each of American National Insurance
Company ("American National") and Farm Family Holdings, Inc. ("Farm Family") or
their managements', statements of future economic performance and assumptions
underlying statements regarding American National and Farm Family or their
businesses. 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 document are not guarantees
of future performance and are subject to a number of important risks and
uncertainties, many of which are outside American National's and Farm Family's
control, that could cause actual results to differ materially. These risks and
uncertainties include, but are not limited to, the satisfaction of the closing
conditions set forth in the merger agreement (which conditions include but are
not limited to the approval of the holders of the majority of the outstanding
shares of voting stock of Farm Family, approval of the New York Insurance
Department and other governmental approvals), and other risks listed from time
to time in Farm Family's Securities and Exchange Commission filings, including
Form 10-K filed for the fiscal year ended December 31, 1999 and Forms 10-Q filed
for the quarters ended March 31, 2000 and June 30, 2000.
