SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
Mercer Insurance Group, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2934601
(State of Incorporation (I.R.S. Employer
or organization) Identification No.)
10 North Highway 31
P.O. Box 278
Pennington, New Jersey 08534
(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None Not Applicable
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box.
[ ].
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), check the following box.
[X].
Securities Act registration statement number to which this form
relates: 333-41497.
Securities to be registered pursuant to section 12(g) of the Act:
Common Stock, No Par Value
(Title of class)
<PAGE>
Item 1. Description of Registrant's Securities to be
Registered.
The description of the Registrant's Common Stock, no par
value, is incorporated herein by reference to the section
entitled "DESCRIPTION OF CAPITAL STOCK" set forth in the
Registrant's Registration Statement No. 333-41497 on Form S-1
filed with the Commission. The description of the provisions in
the Registrant's Articles of Incorporation and Bylaws that may
have an effect of delaying, deferring or preventing a change in
control of the Registrant, is incorporated herein by reference to
the section entitled "Certain Restrictions on Acquisition of the
Company -- Certain Anti-Takeover Provisions of the Articles of
Incorporation and Bylaws" set forth in the Registrant's
Registration Statement No. 333-41497 on Form S-1 filed with the
Commission.
Item 2. Exhibits.
1. Specimen Common Stock Certificate (Incorporated
herein by reference to Exhibit 4.1 of the
Registrant's Registration Statement No. 333-41497
on Form S-1 filed with the Commission).
2. Articles of Incorporation of Mercer Insurance
Group, Inc. (Incorporated herein by reference to
Exhibits 3.1.1 and 3.1.2 of the Registrant's
Registration Statement No. 333-41497 on Form S-1
filed with the Commission).
3. Bylaws of Mercer Insurance Group, Inc.
(Incorporated herein by reference to Exhibit 3.2
of the Registrant's Registration Statement
No. 333-41497 on Form S-1 filed with the
Commission).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly authorized this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
MERCER INSURANCE GROUP, INC.
(Registrant)
Date: February 22, 1999 By /s/Andrew R. Speaker
Andrew R. Speaker,
Executive Vice President and
Chief Operating Officer
<PAGE>
EXHIBIT INDEX
NUMBER DESCRIPTION
1. Specimen Common Stock Certificate (Incorporated herein
by reference to Exhibit 4.1 of the Registrant's
Registration Statement No. 333-41497 on Form S-1 filed
with the Commission).
2. Articles of Incorporation of Mercer Insurance Group,
Inc. (Incorporated herein by reference to
Exhibits 3.1.1 and 3.1.2 of the Registrant's
Registration Statement No. 333-41497 on Form S-1 filed
with the Commission).
3. Bylaws of Mercer Insurance Group, Inc. (Incorporated
herein by reference to Exhibit 3.2 of the Registrant's
Registration Statement No. 333-41497 on Form S-1 filed
with the Commission).
