AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON AUGUST 5, 1997
REGISTRATION NO. 333-12779
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective
Amendment No. 2
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OLD GUARD GROUP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 6331 23-2852984
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(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classi- Identification
incorporation fication Code No.)
or organization) Number)
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David E. Hosler
Chairman, President and
Chief Executive Officer
Old Guard Group, Inc.
2929 Lititz Pike 2929 Lititz Pike
Lancaster, Pennsylvania 17601 Lancaster, Pennsylvania 17601
(717) 569-5361 (717) 581-6700
- ------------------------------- -----------------------------
(Address, including zip code, (Name, address, including zip
and telephone number, code, and telephone number
including area code, of including area code, of agent
registrant's principal for service)
executive offices)
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Copies to:
Jeffrey P. Waldron, Esquire
Stevens & Lee
One Glenhardie Corporate Center
1275 Drummer Lane
P.O. Box 236
Wayne, Pennsylvania 19087
(610) 293-4961
<PAGE>
This Post-Effective Amendment No. 2 to Registration
Statement No. 333-12779 is filed solely for the following
purpose:
1. The Registrant hereby deregisters all securities
registered pursuant to Registration Statement No. 333-12779 which
remain unsold at the termination of the offering, as follows:
Amount
Remaining Unsold at
Title of Termination of
Securities Amount Offering and
Registered Registered Deregistered Hereby
Common Stock, no 4,396,660 191,750 shares
par value shares (with
Rights)
<PAGE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pennsylvania law provides that a Pennsylvania corporation
may indemnify directors, officers, employees, and agents of the
corporation against liabilities they may incur in such capacities
for any action taken or any failure to act, whether or not the
corporation would have the power to indemnify the person under
any provision of law, unless such action or failure to act is
determined by a court to have constituted recklessness or willful
misconduct. Pennsylvania law also permits the adoption of a
Bylaw amendment, approved by shareholders, providing for the
elimination of a director's liability for monetary damages for
any action taken or any failure to take any action unless (1) the
director has breached of failed to perform the duties of his/her
office; and (2) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness.
The Bylaws of the Company provide for (1) indemnification of
directors, officers, employees, and agents of the Company and its
subsidiaries; and (2) the elimination of a director's liability
for monetary damages, each to the fullest extent permitted by
Pennsylvania law.
Directors and officers are also insured against certain
liabilities for their actions as such by an insurance policy
obtained by the Company.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
(a) Exhibits:
2.1 Joint Plan of Conversion, dated as of May 31, 1996, as
amended and restated July 19, 1996, of Old Guard Mutual
Insurance Group, Old Guard Mutual Fire Insurance
Company and Goschenhoppen - Home Mutual Insurance
Company.*
3.1 Articles of Incorporation of Old Guard Group, Inc.*
3.2 Bylaws of Old Guard Group, Inc.*
4.1 Form of certificate evidencing shares of Old Guard,
Inc. (Incorporated herein by reference to Exhibit 1 to
the Registration Statement on Form 8-A (File
No. 000-21611) of Old Guard, Inc.).*
5. Opinion of Stevens & Lee re: Legality.*
10.1 Old Guard Group, Inc. -- Manager Recognition Plan.*
10.2 Old Guard Group, Inc. -- 1996 Stock Compensation Plan.*
10.3 Old Guard Group, Inc. -- Employee Stock Ownership
Plan.*
10.4 Employment Agreement, dated as of June 1, 1996, between
Commonwealth Insurance Managers, Inc., Old Guard Group,
Inc. and David E. Hosler.*
10.5 Employment Agreement, dated as of June 1, 1996, between
Commonwealth Insurance Managers, Inc., Old Guard Group,
Inc. and Mark J, Keyser.*
10.6 Employment Agreement, dated as of June 1, 1996, between
Commonwealth Insurance Managers, Inc., Old Guard Group,
Inc. and Steven D. Dyer.*
10.7 Employment Agreement, dated as of June 1, 1996, between
Commonwealth Insurance Managers, Inc., Old Guard Group,
Inc. and Scott A. Orndorff.*
10.8 Employment Agreement, dated as of June 1, 1996, between
Commonwealth Insurance Managers, Inc., Old Guard Group,
Inc. and Donald W. Manley.*
10.9 Proportional Reinsurance Agreement for the year 1996,
dated January 1, 1996, between Old Guard Mutual
Insurance Company, Old Guard Mutual Fire Insurance
Company and Goschenhoppen -- Home Mutual Insurance
Company.*
10.10 Surplus Note, as amended, issued by Old Guard Mutual
Insurance Company to American Re-Insurance Company.*
10.11 Property and Casualty Quota Share Reinsurance
Agreement, between Old Guard Mutual Insurance Company,
Old Guard Fire Insurance Company, Goschenhoppen-Home
Mutual Insurance Company, Neffsville Mutual Fire
Insurance Company and American Re-Insurance Company.*
10.12 Form of Escrow Agreement between Old Guard Group, Inc.,
Hopper Soliday & Co., Inc. and Dauphin Deposit and
Trust Company.*
23.1 Consent of Coopers & Lybrand L.L.P.*
23.3 Consent of Berwind Financial Group, L.P.*
23.4 Consent of Stevens & Lee (contained in Exhibit 5).*
23.5 Consent of Stevens & Lee.*
24 Power of Attorney (contained on signature page).*
27 Amended Financial Data Schedule.*
99.1 Final Appraisal of Old Guard Mutual Insurance Company,
Old Guard Mutual Fire Insurance Company and
Goschenhoppen-Home Mutual Insurance Company by Berwind
Financial Group, L.P.*
99.2 Stock Order Form.*
99.3 Question and Answer Brochures.*
99.4 Letters to prospective purchasers.*
99.5 Old Guard Mutual Insurance Company Policyholder
Information Statement.*
99.6 Old Guard Fire-Mutual Insurance Company Policyholder
Information Statement.*
99.7 Goschenhoppen-Home Mutual Insurance Company
Policyholder Information Statement.*
99.8 Opinion of Berwind Financial Group, L.P.*
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* Previously filed.
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) Rule 415 Offering: The undersigned registrant hereby
undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement: (i) to include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any fact or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement; and (iii) to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any
material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) Rule 430A: The undersigned registrant hereby
undertakes:
(1) For purposes of determining any liability under
the Securities Act of 1933, the information omitted from the form
of prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Request for acceleration of effective date: Insofar as
indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the bylaws of the
registrant, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933
Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the
payment by the registrant of expense incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lancaster, Commonwealth of
Pennsylvania, on August 5, 1997.
OLD GUARD GROUP, INC.
By:/s/ David E. Hosler
David E. Hosler,
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Capacity Date
/s/ David E. Hosler President, Chief August 5, 1997
David E. Hosler Executive Officer
and Director
(Principal Executive
Officer)
/s/ James W. Appel* Director August 5, 1997
James W. Appel
/s/ John E. Barry* Director August 5, 1997
John E. Barry
/s/ Luther R. Campbell, Jr.* Director August 5, 1997
Luther R. Campbell, Jr.
/s/ M. Scott Clemens* Director August 5, 1997
M. Scott Clemens
____________________________ Director August 5, 1997
Richard B. Neiley, Jr.
____________________________ Director August 5, 1997
G. Arthur Weaver
/s/ Robert L. Wechter* Director August 5, 1997
Robert L. Wechter
/s/ Mark J. Keyser Chief Financial August 5, 1997
Mark J. Keyser Officer and Treasurer
(Principal Financial
and Accounting Officer)
By/s/ David E. Hosler
David E. Hosler
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Number Title
2.1 Joint Plan of Conversion, dated as of May 31, 1996, as
amended and restated July 19, 1996, of Old Guard Mutual
Insurance Group, Old Guard Mutual Fire Insurance
Company and Goschenhoppen-Home Mutual Insurance
Company.*
3.1 Articles of Incorporation of Old Guard Group, Inc.*
3.2 Bylaws of Old Guard Group, Inc.*
4.1 Form of certificate evidencing shares of Old Guard
Group, Inc. (Incorporated herein by reference to
Exhibit 1 to the Registration Statement on Form 8-A
(File No. 000-21611) of Old Guard Group, Inc.).*
.5 Opinion of Stevens & Lee re: Legality.*
10.1 Old Guard Group, Inc. - Management Recognition Plan.*
10.2 Old Guard Group, Inc. - 1996 Stock Compensation Plan.*
10.3 Old Guard Group, Inc. - Employee Stock Ownership Plan.*
10.4 Employment Agreement, dated as of June 1, 1996, between
Commonwealth Insurance Managers, Inc., Old Guard Group,
Inc. and David E. Hosler.*
10.5 Employment Agreement, dated as of June 1, 1996, between
Commonwealth Insurance Managers, Inc., Old Guard Group,
Inc. and Mark J. Keyser.*
10.6 Employment Agreement, dated as of June 1, 1996, between
Commonwealth Insurance Managers, Inc., Old Guard Group,
Inc. and Steven D. Dyer.*
10.7 Employment Agreement, dated as of June 1, 1996, between
Commonwealth Insurance Managers, Inc., Old Guard Group,
Inc. and Scott A. Orndorff.*
10.8 Employment Agreement, dated as of June 1, 1996, between
Commonwealth Insurance Managers, Inc., Old Guard Group,
Inc. and Donald W. Manley.*
10.9 Proportional Reinsurance Agreement for the year 1996,
dated January 1, 1996, between Old Guard Mutual
Insurance Company, Old Guard Mutual Fire Insurance
Company and Goschenhoppen - Home Mutual Insurance
Company.*
10.10 Surplus Note, as amended, issued by Old Guard Mutual
Insurance Company to American Re-Insurance Company.*
10.11 Property and Casualty Quote Share Reinsurance
Agreement, between Old Guard Mutual Insurance Company,
Old Guard Fire Insurance Company, Goschenhoppen-Home
Mutual Insurance Company, Neffsville Mutual Fire
Insurance Company and American Re-Insurance Company.*
10.12 Form of Escrow Agreement between Old Guard Group, Inc.,
Hopper Soliday & Co., Inc. and Dauphin Deposit Trust
Company.*
23.1 Consent of Coopers & Lybrand L.L.P.*
23.3 Consent of Berwind Financial Group, L.P.*
23.4 Consent of Stevens & Lee (contained in Exhibit 5).*
23.5 Consent of Stevens & Lee.*
24 Power of Attorney (contained on signature page).*
27 Amended Financial Data Schedule.*
99.1 Final Appraisal of Old Guard Mutual Insurance Company,
Old Guard Mutual Fire Insurance Company and
Goschenhoppen-Home Mutual Insurance Company by Berwind
Financial Group, L.P.*
99.2 Stock Order Form.*
99.3 Question and Answer Brochures.*
99.4 Letters to prospective purchasers.*
99.5 Old Guard Mutual Insurance Company Policyholder
Information Statement.*
99.6 Old Guard Fire Mutual Insurance Company Policyholder
Information Statement.*
99.7 Goschenhoppen-Home Mutual Insurance Company
Policyholder Information Statement.*
99.8 Opinion of Berwind Financial Group, L.P.*
_________
* Previously filed.
