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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 12,
1999
OLD GUARD GROUP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 0-16533 23-2852984
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Ident. No.)
2929 Lititz Pike, Lancaster, PA 17601
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (717) 581-6855
N/A
(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On February 9, 1999, the Board of Directors of Old Guard
Group, Inc. (the "Company") adopted a Shareholder Rights Plan
designed to protect shareholders in the event of an effort to
acquire Old Guard Group at a price not reflective of the fair
market value of Old Guard Group or otherwise not in the best
interest of shareholders. The terms of the Agreement are more
particularly described in the Company's press release, dated
February 12, 1999, attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Exhibits.
The following exhibit is filed herewith:
99.1 Press Release, dated February 12, 1999, of Old
Guard Group, Inc.
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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 hereunto duly authorized.
OLD GUARD GROUP, INC.
Dated: February 15, 1999
/s/Steven D. Dyer
Steven D. Dyer
Secretary
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EXHIBIT INDEX
Exhibit Number
99.1 Press Release, dated February 12, 1999, of Old Guard
Group, Inc.
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FOR IMMEDIATE RELEASE Exhibit 99.1
Company Contact:
David E. Hosler, Chairman & CEO John D. Lovallo, SVP
Steven D. Dyer, Secretary/General Counsel John Menditto, AE
Margaret Neilon, Investor Rel. Coordinator Makovsky & Company
Old Guard Group, Inc. (212) 508-9600
(717) 581-6855
OLD GUARD GROUP, INC. DECLARES REGULAR
SEMI-ANNUAL DIVIDEND AND ADOPTS SHAREHOLDER RIGHTS PLAN
LANCASTER, PENNSYLVANIA, FEBRUARY 12, 1999 -- The Board of
Directors of Old Guard Group, Inc.(Nasdaq:OGGI) declared a
regular semi-annual dividend of five cents per share to
shareholders of record March 1 to be payable March 15.
At the same meeting, the Board of Directors adopted a
Shareholder Rights Plan designed to protect shareholders in the
event of an effort to acquire Old Guard Group at a price not
reflective of the fair value of Old Guard Group or otherwise not
in the best interests of shareholders.
The Plan provides for the issuance of a right to purchase
one unit of preferred stock for each outstanding share common
stock. The rights will not be currently exercisable or
transferable, and no separate certificates evidencing the rights
will be distributed unless certain specified events occur. The
rights will attach to shares of Old Guard Group, Inc. common
stock outstanding on March 2, 1999, and will expire in ten years.
-more-
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Old Guard Group, Inc. New Release
David E. Hosler, Chairman, President and Chief Executive
Officer of Old Guard Group, said "The plan is similar to plans
adopted by other public companies, including other insurance
holding companies." He added that the plan was not adopted in
response to any effort to acquire control of Old Guard Group and
that materials summarizing the plan would be mailed to
shareholders in the near future.
Old Guard Insurance Group (www.oldguard.com), a provider of
property and casualty insurance to homeowners, farmowners, and
businessowners, is comprised of Old Guard Insurance Company, Old
Guard Fire Insurance Company, First Patriot Insurance Company,
New Castle Insurance Company of Delaware, First Delaware
Insurance Company and Neffsville Mutual Fire Insurance Company.
Founded in 1896, Old Guard currently serves approximately 155,000
policyholders throughout Pennsylvania, Maryland and Delaware with
total annual premium volume in excess of $100 million. The Group
is rated A- (Excellent) by A.M. Best.
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