As filed with the Securities and Exchange Commission on
April 9, 1999
_________________________________________________________________
Registration No. 333-41497
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
MERCER INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 6331 23-2934601
(State or other (Primary Standard (I.R.S. Employer
jurisdiction Industrial Identification
of incorporation Classification Number)
or organization) Code Number)
10 North Highway 31
Pennington, New Jersey 08534
(609) 737-0426
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
William C. Hart
President and Chief Executive Officer
Mercer Insurance Group, Inc.
10 North Highway 31
P.O. Box 278
Pennington, New Jersey 08534
(609) 737-0426
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Jeffrey P. Waldron, Esquire John S. Chapman, Esquire
Edward C. Hogan, Esquire Richard A. Hemmings, Esquire
Stevens & Lee Lord, Bissell & Brook
One Glenhardie Corporate Center 115 South LaSalle Street
1275 Drummers Lane Chicago, Illinois 60603
P.O. Box 236 (312) 443-0700
Wayne, Pennsylvania 19087
(610) 478-2000
Approximate date of commencement of proposed sale to the
public: None.
If any of the securities being registered on this form
are to be offered on a delayed or continuous basis pursuant to
<PAGE 1> Rule 415 of the Securities Act of 1933, check the
following box: [ ]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act of
1933, please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
________________________
DEREGISTRATION OF SECURITIES
The Registrant hereby deregisters all of the shares of its
common stock, no par value, registered pursuant to Registration
Statement No. 333-41497 (effective January 26, 1999) as follows:
<TABLE>
<CAPTION>
Number of
Shares Remaining
Unsold at Close of
Title of Each Class Number of Business on 4/7/99
of Securities Registered Shares Registered and Hereby Deregistered
<S> <C> <C>
Common Stock, no par 3,769,444 3,769,444
value
</TABLE>
PAGE 2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant has duly caused this Post-Effective
Amendment No. 1 to Registration Statement No. 333-41497 to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the Borough of Pennington, State of New Jersey, on
April 8, 1999.
MERCER INSURANCE GROUP, INC.
By:/s/ Andrew R. Speaker
Andrew R. Speaker,
Executive Vice President
and Chief Operating
Officer
Pursuant to the requirements of the Securities Act
of 1933, this Post-Effective Amendment No. 1 to Registration
Statement No. 333-41497 has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Capacity Date
/s/ William C. Hart* President, Chief April 8, 1999
William C. Hart Executive Officer,
and Director
(Principal
Executive Officer)
/s/ Roland D. Boehm* Vice Chairman of April 8, 1999
Roland D.Boehm the Board of
Directors
Director
William Fogler
/s/ George T. Hornyak, Jr.* Director April 8, 1999
George T. Hornyak, Jr.
/s/ Richard U. Niedt* Director April 8, 1999
Richard U. Niedt
/s/ Richard G. Van Noy* Chairman of the April 8, 1999
Richard G. Van Noy Board of Directors
<PAGE II-12>
/s/ Andrew R. Speaker Executive Vice April 8, 1999
Andrew R. Speaker President, Chief
Operating Officer,
Chief Financial
Officer, Treasurer
and Director
(Principal Financial
and Accounting Officer)
*By /s/ Andrew R. Speaker
Andrew R. Speaker
Attorney-in-Fact <PAGE II-13>
