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: January 12, 2001
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 January 11, 2001, Farm Family Holdings, Inc. issued a press release
announcing that the special meeting of stockholders to vote upon the previously
announced merger agreement with American National Insurance Company has been
scheduled for February 27, 2001.
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)
January 12, 2001 /s/ Philip P. Weber
-------------------------------- ---------------------------------------------
(Date) Philip P. Weber
President and CEO
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Farm Family Holdings Announces Date for Special Meeting of Stockholders
Glenmont, New York - January 11, 2001 - Farm Family Holdings, Inc. (NYSE: FFH)
("Farm Family"), announced today that the special meeting of stockholders to
vote upon the previously announced merger agreement with American National
Insurance Company (NASDAQ: ANAT) ("American National") has been scheduled for
February 27, 2001. The record date for stockholders entitled to notice of and to
vote at the special meeting has been set for the close of business on January 8,
2001.
Proxy materials for the special meeting will be mailed to stockholders on or
about January 19, 2001. Stockholders should consult the proxy materials for
additional information regarding the proposed merger transaction.
Under the terms of a definitive merger agreement announced on October 31, 2000,
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.
In addition to the approval of the holders of a majority of Farm Family's
outstanding voting stock, the merger is subject to certain other closing
conditions, including 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.
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Farm Family is the parent of Farm Family Casualty Insurance Company ("Farm
Family Casualty"), 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 has filed a preliminary
proxy statement with the Securities and Exchange Commission (the "SEC"). Farm
Family will file a definitive proxy statement with 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 definitive 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 definitive 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 Farm Family Holdings, Inc. ("Farm
Family") or its management, statements of future economic performance and
assumptions underlying statements regarding Farm Family 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 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 the
risk of a significant delay in the expected completion of the merger 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, June 30,
2000 and September 30, 2000.
