This is a Special Financial Report filed
pursuant to Rule 15d-2 under the Securities
Exchange Act of 1934 and is only required to
contain financial statements for the year
ended December 31, 1998.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, for the fiscal year ended
December 31, 1998, or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, for the transition period
from N/A to __________.
Commission File Number 333-41497
MERCER INSURANCE GROUP, INC.
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-2934601
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10 North Highway 31, Pennington, New Jersey 08534
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (609) 737-0426
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes . No X .
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
<PAGE 1>
The aggregate market value of the shares of Common Stock of the
Registrant held by nonaffiliates of the Registrant was $0 at
April 19, 1999. As of April 19, 1999, the Registrant had no
shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
SPECIAL FINANCIAL REPORT
This is a Special Financial Report filed pursuant to
Rule 15d-2 under the Securities Exchange Act of 1934. It is only
required to contain financial statements for the year ended
December 31, 1998; however, these financial statements have been
omitted for the following reasons.
Mercer Insurance Group, Inc. (the "Company") was formed by
Mercer Mutual Insurance Company ("MMIC") as part of MMIC's
proposed conversion from a mutual to a stock insurance company in
a transaction in which the Company would become the holding
company of MMIC (the "Conversion").
On December 4, 1997, the Company filed with the Commission
Registration Statement No. 333-41497 on Form S-1 (the
"Registration Statement"), which was declared effective on
January 26, 1999. The Prospectus contained in the Registration
Statement related to the Company's offering (the "Offering") of
shares of its common stock (the "Common Stock") in connection
with the Conversion.
The completion of the Conversion and the Offering was
subject to the approval of MMIC's Plan of Conversion from Mutual
to Stock Organization (the "Plan") by MMIC's policyholders at a
special meeting of policyholders held on March 3, 1999. At such
special meeting, MMIC's policyholders failed to approve the Plan
by the vote required under applicable law. Therefore, MMIC and
the Company have terminated the Plan and the Offering. On April
9, 1999, the Company filed a post-effective amendment to the
Registration Statement removing from registration all of the
shares of Common Stock registered thereby.
At December 31, 1998 and for the year then ended, the
Company did not have any assets, liabilities, revenues or
expenses. Further, the Company has never issued any shares of
its authorized Common Stock. Therefore, no financial statements
are filed herewith.
PAGE 2
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
MERCER INSURANCE GROUP, INC.
(Registrant)
April 22, 1999 By /s/Andrew R. Speaker
Andrew R. Speaker,
Executive Vice President
and Chief Operating Officer
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title
Vice Chairman of
Roland D. Boehm the Board of
Directors
/s/William Fogler Director April 22, 1999
William Fogler
/s/William C. Hart President, Chief April 22, 1999
William C. Hart Executive Officer
and Director
Director
George T. Hornyak, Jr.
Director
Richard U. Niedt
/s/Richard G. Van Noy Chairman of the April 22, 1999
Richard G. Van Noy Board of Directors
/s/Andrew R. Speaker Executive Vice April 22, 1999
Andrew R. Speaker President, Chief
Financial Officer
and Treasurer
(Principal Financial
and Accounting
Officer)
