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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)
January 11, 2000
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) Identification 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 January 11, 2000, the Board of Directors of Old Guard
Group, Inc. (the "Company") appointed Mr. Robert L. Goldstein to
its board of directors. Mr. Goldstein is a principal of Gotham
Capital ("Gotham"), a private investment partnership. Gotham
Capital and associated individuals currently hold approximately
10.65% of the issued and outstanding shares of the Company. In
conjunction with the appointment of Mr. Goldstein, the Company
and Gotham executed a five year agreement that outlines their
future relationship. This agreement contains several
significant restrictions which limit Gotham's ability to
increase its ownership in the Company, wage solicit proxies,
wage a proxy contest, or sell its shares of the Company without
prior written consent of the Company. Additionally, Gotham has
agreed to vote all its shares in any election for directors in
favor of the nominees of the Board of Directors and in favor of
the position recommended by the Board of Directors. The terms
of the Agreement are more particularly described in the
Company's press release, dated January 11, 2000, 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 January 11, 2000, of Old
Guard Group, Inc.
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: January 18, 2000 /s/Steven D. Dyer
Steven D. Dyer
Secretary
EXHIBIT INDEX
Exhibit Number
99.1 Press Release, dated January 11, 2000, of Old Guard
Group, Inc.
01/19/00/SL1 37079v1/41597.001
Exhibit 99.1
FOR IMMEDIATE RELEASE
Company Contact:
David E. Hosler, Chairman & CEO
Steven D. Dyer, Secretary
Old Guard Group, Inc.
(717) 581-6855
OLD GUARD GROUP, INC. APPOINTS ROBERT L. GOLDSTEIN
TO THE BOARD OF DIRECTORS
LANCASTER, PENNSYLVANIA, January 11, 2000 - Old Guard
Group, Inc. (Nasdaq:OGGI) today announced the appointment of
Robert L. Goldstein to its board of directors.
Mr. Goldstein is a principal of Gotham Capital, a private
investment partnership. Mr. Goldstein has been associated with
Gotham Capital since 1989. A graduate of Tufts University,
Boston, Mr. Goldstein was also managing partner of Metropolis
Partners from 1989-1997.
Gotham Capital and individuals associated with Gotham
Capital currently hold 394,926 shares of Old Guard Group, Inc.
stock, which represents approximately 10.65% of the issued and
outstanding shares.
In connection with the appointment of Mr. Goldstein to the
Board, Old Guard and Gotham executed a five year agreement that
outlines their relationship. Under the Agreement, Old Guard
agreed to appoint Mr. Goldstein to the Board, nominate him for
election to a full three year term at the 2000 Annual Meeting,
and appoint him to the executive committee. For its part,
Gotham has agreed generally not to: (i) increase its ownership
interest in the Company to 12.5% or more without the prior
written consent of the Company, (ii) solicit proxies or wage a
proxy contest with respect to any matter, or (iii) sell its
stock in the Company without the prior written consent of the
Company except to: (A) an affiliate of Gotham or a person
approved by the Company who agrees to be bound by the terms of
the Agreement, or (B) any other person provided such person
would own less than 1% of the voting stock of the company after
the transaction.
In addition, Gotham has agreed to vote all its shares in
any election for directors in favor of the nominees of the Board
of Directors. As to any other matter brought before the
shareholders, Gotham will vote its shares either in favor of the
position recommended by the Board of Directors or it will
allocate its votes for and against any matter in the same
proportion as all other shares are voted.
Old Guard Insurance Group (www.oldguard.com) is
headquartered in Lancaster, Pennsylvania and has offices in
Smyrna, Delaware and Richmond, Virginia. The Group is comprised
of Old Guard Insurance Company, Old Guard Fire Insurance
Company, First Patriot Insurance Company, Neffsville Mutual Fire
Insurance Company, First Delaware Insurance Company, and
Southern Title Insurance Corporation. The Group serves property
and casualty policyholders throughout Pennsylvania, Maryland,
and Delaware. In addition, Old Guard provides title insurance
and related services in Virginia, North Carolina, Washington,
D.C., Ohio, Pennsylvania, and Maryland through Southern Title
Insurance Corporation. The Group has annual revenue over $100
million and is rated A- (Excellent) by A.M. Best for property
and casualty business.
Certain statements contained in this press release
constitute "forward-looking statements" (as such term is defined
in the Private Securities Litigation Reform Act of 1995). Such
forward-looking statements involve certain assumptions, risks
and uncertainties that could cause actual results to differ
materially from those included in or contemplated by the
statements. These assumptions, risks and uncertainties include,
but are not limited to those associated with factors affecting
the property-casualty and title insurance industries generally,
including price competition, size and frequency of claim
escalating damage awards, natural disasters, fluctuations in
interest rates and general business conditions; the Company's
dependence on investment income; the geographic concentration of
the Company's business in the Northeast United States, the
adequacy of the Company's loss reserves; government regulation
of the insurance industry and the other risks and uncertainties
discussed or indicated in all documents filed by the Company
with the Securities and Exchange Commission. The Company
expressly disclaims any obligation to update any forward-looking
statements as a result of developments occurring after the
release of this press release.
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01/19/00/SL1 37046v1/41597.001
