Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
----------------------------------
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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Selective Insurance Group, Inc.
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(Exact name of registrant as specified in its charter)
New Jersey 22-2168890
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
40 Wantage Avenue, Branchville, New Jersey 07890
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(Address of Principal Executive Offices) (Zip Code)
Selective Insurance Group Inc. Stock Compensation Plan
for Nonemployee Directors
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(Full title of the plan)
Thornton R. Land, Esq.
Executive Vice President, Administration and General Counsel
Selective Insurance Group, Inc.
40 Wantage Avenue
Branchville, New Jersey 07890
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(Name and address of agent for service)
(201) 948-3000
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(Telephone number, including area code, of agent for service)
Copies to:
Stewart E. Lavey, Esq.
Shanley & Fisher, P.C.
131 Madison Avenue
Morristown, New Jersey 07962
Calculation of Registration Fee
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registra-
registered(1) registered share(1) price(1) tion fee
- ------------- ---------- --------- -------- ---------
Common Stock, 200,000 $32.375 $6,475,000 $2,232.76
$2.00 par value shares
(including
Series A Junior
Preferred Stock
purchase rights)(2)
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) based on the average of the high and low price
per share as reported on the Nasdaq National Market on August 15, 1996.
(2) Prior to the occurrence of certain events, purchase rights for units of
Series A Junior Preferred Stock will not be evidenced separately from the
Common Stock.
PAGE I-1
Part I
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INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
----------------------------------------------------
Documents relating to the Selective Insurance Stock Compensation
Plan for Nonemployee Directors (the "Plan") and containing the information
specified in Part I of Form S-8 will be sent or given to participants in the
Plan, as specified by Rule 428(b)(1), and are not filed as part of this
registration statement or as prospectuses or prospectus supplements pursuant
to Rule 424. These documents, and the documents incorporated by reference in
the registration statement pursuant to Item 3 of Part II of Form S-8, taken
together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended (the "Securities Act").
PAGE II-1
Part II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference.
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The following documents, which have been filed by the registrant
with the Securities and Exchange Commission, are hereby incorporated by
reference:
(i) the registrant's Annual Report on Form 10-K for the year
ended December 31, 1995;
(ii) the registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996; and
(iii) the registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996; and
(iii) the descriptions of the registrant's common stock, par value
$2.00 per share (the "Common Stock"), and purchase rights for
units of Series A Junior Preferred Stock associated with
Common Stock set forth in the registrant's Registration
Statements filed pursuant to Section 12 of the Securities and
Exchange Act of 1934 (the "Exchange Act") and any amendment
or report filed for the purpose of updating those
descriptions.
All documents filed by the registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed modified or superseded for purposes hereof
to the extent that a statement contained herein or in any other subsequently
filed document which is also incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
-------------------------
Not Applicable
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
None.
PAGE II-2
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The registrant is organized under the laws of the State of New
Jersey. The New Jersey Business Corporation Act, as amended (the "Act"),
provides that a New Jersey corporation has the power generally to indemnify
its directors, officers, employees and other agents against expenses and
liabilities in connection with any proceeding involving such person by reason
of his being a corporate agent, other than a proceeding by or in the right of
the corporation, if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal proceeding, such person had no
reasonable cause to believe his conduct was unlawful. In the case of an
action brought by or in the right of the corporation, indemnification of
directors, officers, employees and other agents against expenses is permitted
if such person acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation; however, no
indemnification is permitted in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation,
unless and only to the extent that the New Jersey Superior Court, or the
court in which such proceeding was brought, shall determine upon application
that despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
such indemnification. Expenses incurred by a director, officer, employee or
other agent in connection with a proceeding may be, under certain
circumstances, paid by the corporation in advance of the final disposition of
the proceeding as authorized by the board of directors. The power to
indemnify and advance expenses under the Act does not exclude other rights to
which a director, officer, employee or other agent of the corporation may be
entitled to under the certificate of incorporation, by-laws, agreement, vote
of stockholders, or otherwise provided that no indemnification is permitted
to be made to or on behalf of such person if a judgment or other final
adjudication adverse to such person establishes that his acts or omissions
were in breach of his duty of loyalty to the corporation, were not in good
faith or involved a violation of the law, or resulted in the receipt by such
person of an improper personal benefit.
Under the Act, a New Jersey corporation has the power to purchase
and maintain insurance on behalf of any director, officer, employee or other
agent against any expenses incurred in any proceeding and any liabilities
asserted against him by reason of his being or having been a corporate agent,
whether or not the corporation has the power to indemnify him against such
expenses and liabilities under the Act. All of the foregoing powers granted
to a New Jersey corporation may be exercised by such corporation
notwithstanding the absence of any provision in its certificate of
incorporation or by-laws authorizing the exercise of such powers. However, a
New Jersey corporation may, with certain limitations,
PAGE II-3
provide in its certificate of incorporation that a director or officer shall
not be personally liable, or shall be liable only to the extent therein
provided, to the corporation or its shareholders for damages for breach of a
duty owed to the corporation or its shareholders.
Reference is made to Sections 14A:3-5 and 14A:2-7(3) of the Act in
connection with the above summary of indemnification and insurance.
Section (a) of Article NINTH of the registrant's Restated
Certificate of Incorporation, as amended, and Section 14 of the registrant's
By-Laws, as amended, provide generally that a director shall not be
personally liable to the registrant or its stockholders for damages from
breach of any duty owed to the registrant or its stockholders, except to the
extent such personal liability may not be eliminated or limited under the
Act. Such provisions further provide generally that an officer of the
registrant shall not be personally liable to the registrant or its
stockholders for damages or breach of any duty owed to the registrant or its
stockholders, except to the extent and for the duration of any period of time
such personal liability may not be eliminated or limited under the Act.
Section (b) of Article NINTH of the registrant's Restated
Certificate of Incorporation, as amended, and Section 14 of the registrant's
By-Laws, as amended, provide generally that each person who was or is made a
party to or involved in a pending, threatened or completed civil, criminal,
administrative or arbitrative action, suit or proceeding, or any appeal
therein or any inquiry or investigation which could lead to such action, suit
or proceeding of the registrant or any constituent corporation absorbed by
the registrant in a consolidation or merger, or by reason of his/her having
been a director, officer, trustee, employee or agent of another entity
serving as such person, shall be indemnified and held harmless by the
registrant to the fullest extent permitted by the Act, as amended (but, in
the case of any amendments, only to the extent such amendment permits the
registrant to provide broader indemnification rights than the Act permitted
prior to such amendment). Such provisions of the Restated Certification of
Incorporation, as amended, and By-Laws, as amended, of the registrant
provide, under certain circumstances, for a right to be paid by the
registrant the expenses incurred in any proceeding in advance of the final
disposition of such proceeding as authorized by the board of directors. Fur-
ther, the registrant is authorized to purchase and maintain insurance on
behalf of any director, officer, employee or agent of the registrant against
any expenses incurred and any liabilities asserted against him/her in any
proceeding by reason of such person having been a director, officer, employee
or agent, whether or not the registrant would have the power to indemnify
such person.
PAGE II-4
The directors and officers of the registrant are insured by
policies purchased by the registrant against liability and expenses incurred
in their capacity as directors or officers.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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4.1 Restated Certificate of Incorporation of Selective Insurance
Group, Inc., as amended, (incorporated herein by reference to
Exhibit 3.1 to the registrant's Annual Report on Form 10-K
for the year ended December 31, 1994).
4.2 By-Laws of Selective Insurance Group, Inc. (incorporated
herein by reference to Exhibit 3.2 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1994).
4.3 Selective Insurance Group, Inc. Stock Compensation Plan for
Nonemployee Directors.
5 Opinion of Shanley & Fisher, P.C.
23.1 Consent of Shanley & Fisher, P.C. (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney.
28 Information from reports furnished to state insurance
regulatory authorities (incorporated herein by reference to
Combined 1995 Statutory Schedule P for the registrant,
Exhibit 28 to the registrant's Annual Report on Form 10-K for
the year ended December 31, 1995).
Item 9. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
PAGE II-5
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed a new registration statement relating
to the securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
PAGE II-6
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
PAGE II-7
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Borough of Branchville, State of New Jersey
on the 15th day of August, 1996.
SELECTIVE INSURANCE GROUP, INC.
By: /s/ James W. Entringer
----------------------
James W. Entringer
Chairman of the Board,
President and Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Capacity in Which Signed
--------- ------------------------
/s/ James W. Entringer Chairman of the Board,
------------------ President and Chief
James W. Entringer Executive Officer and
Director
/s/ Gregory E. Murphy Senior Vice President
----------------- and Chief Financial Officer
Gregory E. Murphy (principal financial and
accounting officer)
/s/ A. David Brown* Director
---------------
A. David Brown
/s/ William A. Dolan, II* Director
---------------------
William A. Dolan, II
/s/ William C. Gray, D.V.M.* Director
------------------------
William C. Gray, D.V.M.
PAGE II-8
/s/ C. Edward Herder* Director
-----------------
C. Edward Herder
/s/ Frederick H. Jarvis* Director
--------------------
Frederick H. Jarvis
/s/ William M. Kearns, Jr.* Director
-----------------------
William M. Kearns, Jr.
/s/ Joan Lamm-Tennant, Ph.D.* Director
-------------------------
Joan Lamm-Tennant, Ph.D.
/s/ S. Griffin McClellan III* Director
-------------------------
S. Griffin McClellan III
/s/ Russell R. Moffett* Director
-------------------
Russell R. Moffett
/s/ William M. Rue* Director
---------------
William M. Rue
/s/ Thomas D. Sayles, Jr.* Director
----------------------
Thomas D. Sayles, Jr.
/s/ J. Brian Thebault* Director
------------------
J. Brian Thebault
*James W. Entringer hereby signs this Registration Statement on Form S-8 on
behalf of each of the indicated persons for whom he is attorney-in-fact on
August 15, 1996 pursuant to a power of attorney filed herewith.
By: /s/ James W. Entringer
------------------
James W. Entringer
Attorney-in-Fact
Dated: August 15, 1996
PAGE - EXHIBIT INDEX
EXHIBIT INDEX
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Exhibit Page
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4.3 Selective Insurance Group, Inc. Stock Compensation Plan
for Nonemployee Directors
5 Opinion of Shanley & Fisher, P.C.
23.1 Consent of Shanley & Fisher, P.C. (included
in Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
24 Powers of Attorney
PAGE 1
SELECTIVE INSURANCE GROUP, INC.
-------------------------------
STOCK COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
-------------------------------------------------
I. Purpose of the Plan. The purpose of this Selective Insurance
Group, Inc. Stock Compensation Plan for Nonemployee Directors (the "Plan") is
to provide for the payment of compensation payable to members of the Board of
Directors (the "Board") of Selective Insurance Group, Inc. (the "Company")
who are not employees of the Company or a subsidiary of the Company for their
services as directors in shares of the common stock, $2.00 par value, of the
Company ("Common Stock"), thereby increasing their ownership of Common Stock
and promoting the alignment of their interest in the long-term success of the
Company with that of stockholders generally.
II. Eligibility. Each person who is a member of the Board (a
"Director") and is not an employee of the Company or any of its subsidiaries
shall be a participant in the Plan (a "Participant").
III. Administration. The Plan will be administered by the Secretary
of the Company (the "Administrator"). The Administrator's duties under the
Plan will be limited to matters of interpretation and administrative
oversight of the Plan. Each determination, interpretation or other action
that the Administrator makes or takes pursuant to the provisions of the Plan
will be conclusive and binding for all purposes on the Company and all
Participants, and the Administrator will not be liable for any action or
determination made in good faith with respect to the Plan.
IV. Issuance of Common Stock.
(a) Subject to approval of the Plan by stockholders of the Company,
commencing January 1, 1997 each Participant shall receive his or her annual
compensation for services as a Director (the "Compensation") in shares of
Common Stock. The number of shares of Common Stock to be issued to each
Participant pursuant to this Section IV(a) shall be determined on January 1,
April 1, July 1 and October 1 of each year commencing January 1, 1997 (each,
a "Payment Date"), or the next succeeding business day if a Payment Date is
not a business day. On each Payment Date, each Participant shall become
entitled to receive the number of shares of Common Stock determined by
dividing one-fourth of the amount of the Participant's Compensation by the
Fair Market Value (as hereinafter defined) of a share of Common Stock on the
Payment Date. Any fractional shares resulting from such calculation shall be
rounded up to the nearest whole number of shares. Any fractional shares
resulting from such calculation shall be rounded up to the nearest whole
number of shares.
(b) Any person who becomes a Participant in the Plan after a Payment Date
and before the next succeeding Payment Date in any year, whether by
appointment or election as a Director or by ceasing to be an employee of the
Company or a subsidiary of the Company, shall receive a pro rata number of
shares of Common Stock issuable under
PAGE 2
Section IV(a) hereof as his or her Compensation until the next Payment Date.
Such pro rata number of shares of Common Stock shall be the number of shares
of Common Stock determined by (a) multiplying the amount of such
Participant's Compensation by a fraction, the numerator of which shall be the
number of days remaining from the date of election or appointment until the
next succeeding Payment Date, and the denominator of which shall be 365, and
(b) dividing the product of said multiplication by the Fair Market Value (as
hereinafter defined) of a share of Common Stock on the last preceding Payment
Date. Any fractional shares resulting from such calculation shall be rounded
up to the nearest whole number of shares.
V. Certificates for Shares. No certificate for shares of Common Stock
will be issued to a Participant unless the Participant requests such issuance
in writing to the Company. Shares of Common Stock issuable to a Participant
will be credited to such Participant's account until receipt of such written
request for all or part of such shares. The number of shares of Common Stock
issuable on each Payment Date and the cumulative number of shares credited to
an account under the Plan will be shown on a statement of account furnished
to each Participant after each Payment Date. Upon a Participant's written
request to the Company, a certificate for all or any portion of the whole
shares of Common Stock credited to such Participant's account will be issued
to such Participant.
VI. Fair Market Value. For the purposes of the Plan, the Fair
Market Value of a share of Common Stock on any Payment Date shall be equal to
the average of the high and low sale prices of a share of Common Stock, as
reported on the Nasdaq National Market, on such Payment Date.
VII. Deferral of Receipt of Shares.
(a) Election to Defer Receipt of Shares. (i) A Participant may
irrevocably elect on or before December 20 of each year to defer the issuance
and receipt of shares of Common Stock issuable under the Plan in respect of
Compensation to be payable to such Participant during the next succeeding
calendar year and any calendar year thereafter. The Participant may elect to
defer such issuance of shares of Common Stock until (A) a specified year in
the future, (B) the attainment of age 70 or (C) termination of services as a
Director. Subject to Section VII(d) hereof, if the foregoing alternative (A)
is elected by the Participant, such shares of Common Stock and amounts (if
any) issuable or payable to the Participant shall be issued and paid within
sixty days after the beginning of the year specified in his or her election.
Subject to Section VII(d) hereof, if the foregoing alternative (B) or (C) is
elected by the Participant, such shares of Common Stock and amounts (if any)
shall be issued and paid within sixty days after his or her attainment of age
70 or termination of service as a Director, as the case may be. (ii) In the
event of a "Change of Control" (as hereinafter defined), notwithstanding any
Participant's election, and if such Change of Control results in the
termination of a Participant's service as a Director of the Company, all
shares of Common Stock deferred under the Plan shall be
PAGE 3
issued on the first day of the month following the termination of such
Participant's service. "Change of Control" means: (A) an acquisition of a
controlling interest in the Company's voting securities, (B) an election
contest, (C) a successful tender or exchange offer by a person other than the
Company or an affiliate of the Company, (D) a merger, or (E) a consolidation
or other business combination resulting in Directors constituting a majority
of the Board nominated by management of the Company immediately prior to such
Event ceasing to be Directors after such Event. (iii) A deferred
compensation account shall be established for each Participant who elects to
defer the receipt of shares of Common Stock under the Plan, and all shares so
deferred shall be credited to such Participant's deferred compensation
account.
(b) Amendment or Revocation of Election. An election pursuant to this
Section VII covering more than one (1) calendar year may be revoked or
modified by a Participant with respect to calendar years not yet begun by
written notice to the Company received by not later than December 20 of the
year prior to the first calendar year for which such revocation or
modification is to apply.
(c) Cash Dividends on Shares of Common Stock. In the event that cash
dividends on the shares of Common Stock, the issuance of which are deferred
hereunder, are declared and paid during the period commencing on the date
such shares would have been issued but for such deferral and terminating on
the date of issuance of such shares of Common Stock (the "Deferred Period"),
an amount equal to the amount of such dividends shall be credited to such
Participant's deferred compensation account as and when such dividends are
paid by the Company as if such shares of Common Stock had been issued and
outstanding during the Deferred Period. The cash portion of such account
shall be credited with interest on December 31 of each year (if on such date
there is a balance in the account) equal to the amount of interest, if any,
which would have been earned on the average cash balance in a Participant's
account for the year at an annual rate of interest equal to the average
one-year United States Treasury Bill rate for the year. If deferred shares
of Common Stock are issued and amounts credited to a Participant's account
are withdrawn prior to any such December 31, interest on such withdrawn
amounts shall be credited to such account calculated at an annual rate equal
to the average one-year United States Treasury Bill rate from the beginning
of the year to the date of the withdrawal. The Company shall pay the
Participant on the date such Participant's deferred shares of Common Stock
are actually issued an amount in cash equal to the amount of such dividends,
on a cumulative basis, and interest, if any, credited to such Participant's
account.
(d) Form of Payment. A Participant may elect to receive shares of Common
Stock, the issuance of which is deferred hereunder, and any cash dividends on
shares of Common Stock, the issuance of which is deferred hereunder, in
either (i) a lump sum or (ii) up to five equal (or as nearly equal as
possible) installments.
PAGE 4
(e) Nontransferability. The right to receive the shares of Common Stock
deferred hereunder and an amount equal to the amount of cash dividends and
interest thereon, if any, described in this Section VII shall not be
transferable, except by will or the laws of descent and distribution.
(f) Participant's Rights Unsecured; Title to Funds. Nothing contained
herein shall be deemed to create a trust of any kind or create any fiduciary
relationship. Funds payable in respect of dividends on shares of Common
Stock, and interest thereon, if any, under this Section VII shall continue
for all purposes to be a part of the general funds of the Company and shall
not be specifically set aside or otherwise segregated. The obligation of the
Company to issue and deliver shares of Common Stock under this Section VII
shall be a general contractual obligation of the Company. To the extent that
a Participant acquires a right to receive payments from the Company and
shares of Common Stock from the Company under the Plan, such rights shall be
no greater than the rights of any unsecured general creditor of the Company
and such rights shall be an unsecured claim against the general assets of the
Company.
(g) Statement of Account. A statement will be furnished to each
Participant on or about March 1 of each year stating the number of shares of
Common Stock and the cash balance credited to such Participant's deferred
compensation account as of the preceding December 31.
VIII. Shares Available for Issuance.
(a) Maximum Number of Shares Available. The maximum number of shares of
the Company's Common Stock that will be available for issuance under the Plan
will be 200,000 shares, subject to any adjustments made in accordance with
the provisions of Section VIII(b). Shares of Common Stock available for
issuance under the Plan may be either authorized but unissued shares or
treasury shares. If treasury shares are used, all references in the Plan to
the issuance of shares will be deemed to mean the transfer of shares from
treasury.
(b) Adjustments to Shares. In the event of any reorganization,
recapitalization, reclassification, stock dividend, stock split, combination
of shares or extraordinary dividend, an appropriate adjustment will be made
in the number and/or kind of securities issuable under the Plan and available
for issuance under the Plan to prevent either the dilution or the enlargement
of the rights of the Participants hereunder.
IX. Determination of Compensation. The amount of Compensation shall
be determined by the Board no more frequently than once per calendar year
during the term of the Plan.
X. Limitation on Rights of Participants.
PAGE 5
(a) Service as a Director. Nothing in the Plan will interfere with or
limit in any way the right of the Board or the Company's stockholders to
remove a Participant from the Board. Neither the Plan nor any action taken
pursuant to it will constitute or be evidence of any agreement or
understanding, express or implied, that the Board or the Company's
stockholders have retained or will retain a Participant for any period of
time or at any particular rate of compensation.
(b) Nonexclusivity of the Plan. Nothing contained in the Plan is intended
to affect, modify or rescind Company's stock option plan or retirement plan
for nonemployee directors.
XI. Plan Amendment, Modification and Termination. The Board may
suspend or terminate the Plan at any time. The Board may amend the Plan from
time to time in such respects as the Board may deem advisable in order that
the Plan will conform to any change in applicable laws or regulations or in
any other respect that the Board may deem to be in the Company's best
interests; provided, however, that no amendment to the Plan will be effective
without approval of the Company's stockholders if such amendment is to
increase the number of shares of Common Stock available for issuance under
the Plan, or if stockholder approval of such amendment is then required
pursuant to Rule 16b-3 (or any successor rule) under the Securities Exchange
Act of 1934, or the rules of the National Association of Securities Dealers,
Inc. applicable to issuers with securities reported on the Nasdaq National
Market, and, provided further, that no amendment to the Plan shall be made to
modify (i) the eligibility requirement for Participants set forth in Section
II of the Plan or (ii) the provisions of Section IV of the Plan which require
all Participants to receive Compensation in shares of Common Stock. In
addition, the Plan may not be amended more than once every six months other
than to conform the Plan to changes in the Internal Revenue Code, the
Employee Retirement Income Security Act of 1974, the Securities Exchange Act
of 1934, or the rules thereunder.
XII. Effective Date and Duration of the Plan. Subject to approval by
the Company's stockholders, the Plan shall become effective on January 1,
1997 and will terminate on the tenth anniversary of such date, unless earlier
terminated by the Board.
XIII. Miscellaneous.
(a) Securities Laws and Other Restrictions. Notwithstanding any other
provision of the Plan, the Company will not be required to issue any shares
of Common Stock under the Plan and a Participant may not sell, assign,
transfer or otherwise dispose of shares of Common Stock issued pursuant to
the Plan, unless (a) there is in effect with respect to such shares a
registration statement under the Securities Act of 1933, as amended (the
"Securities Act") and any applicable state securities laws or an exemption
from such registration under the Securities Act and applicable state
securities laws, and (b) there have been obtained any other consent, approval
or permit from any other regulatory body that the General Counsel of the
Company, in his discretion, deems necessary or advisable.
PAGE 6
The Company may condition such issuance, sale or transfer upon the receipt of
any representations or agreements from the parties involved, and the
placement of any legends on certificates representing shares of Common Stock,
as may be deemed necessary or advisable by the Company, in order to comply
with such securities law or other restriction.
(b) Governing Law. The validity, construction, interpretation,
administration and effect of the Plan and any rules, regulations and actions
relating to the Plan will be governed by and construed exclusively in
accordance with the laws of the State of New Jersey.
August 15, 1996
Selective Insurance Group, Inc.
40 Wantage Avenue
Branchville, New Jersey 07890
Ladies and Gentlemen:
We have acted as special counsel to Selective Insurance Group, Inc., a
New Jersey corporation (the "Company"), in connection with the preparation
and filing under the Securities Act of 1933, as amended (the "Act"), of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the offer and sale of up to 200,000 shares of the Company's common stock, par
value $2.00 per share (the "Shares") pursuant to the Company's Stock
Compensation Plan for Nonemployee Directors.
For purposes of this opinion, we have examined originals or copies,
certified or otherwise, identified to our satisfaction, of the Registration
Statement, together with exhibits filed as a part thereof, and all such other
documents, records, certificates, including certificates of public officials,
and other instruments as we have deemed necessary or appropriate.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing
under the laws of the State of New Jersey.
2. The Shares have been duly authorized and, when sold in the manner
and for the consideration contemplated by the Registration
Statement, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name therein. By giving the
foregoing consent, we do not admit that we are persons whose consent is
required under Section 7 of the Act.
Very truly yours,
/s/ SHANLEY & FISHER, P.C.
----------------------
SHANLEY & FISHER, P.C.
Consent of Independent Auditors
-------------------------------
The Board of Directors and Stockholders
Selective Insurance Group, Inc.
We consent to the incorporation by reference herein of our reports dated
January 23, 1996, relating to the consolidated balance sheets of Selective
Insurance Group, Inc. and subsidiaries as of December 31, 1995 and 1994, and
the related consolidated statements of income, stockholders' equity and cash
flows and related schedules for each of the years in the three-year period
ended December 31, 1995, which reports appear in the December 31, 1995 Annual
Report on Form 10-K of Selective Insurance Group, Inc.
As discussed in notes 1 and 3 to the consolidated financial statements, the
Company adopted the provisions of the Financial Accounting Standards Board
Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" in 1994.
/s/ KPMG
- --------
KPMG
August 15, 1996
Short Hills, New Jersey
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-----------------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints James W. Entringer his true and lawful attorney and agent to do any
and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable Selective
Insurance Group, Inc. (the "Company") to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "Commission") thereunder in
connection with the registration under the Act of shares of common stock of
the Company, to be issued pursuant to the Stock Compensation Plan for
Nonemployee Directors, including, without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned in the
undersigned's capacity as a member of the Board of Directors of the Company
to a Registration Statement on Form S-8 or other appropriate form covering
the said plan interests and shares of common stock (the "Registration
Statement"), and any amendments thereto, to be filed with the Commission, and
to any and all instruments or documents filed as part of or in connection
with the Registration Statement or any amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney and agent
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 15th day of August, 1996.
/s/ A. David Brown
--------------
A. David Brown
- -----------------------------------------------------------------------------
-----------------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints James W. Entringer his true and lawful attorney and agent to do any
and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable Selective
Insurance Group, Inc. (the "Company") to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "Commission") thereunder in
connection with the registration under the Act of shares of common stock of
the Company, to be issued pursuant to the Stock Compensation Plan for
Nonemployee Directors, including, without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned in the
undersigned's capacity as a member of the Board of Directors of the Company
to a Registration Statement on Form S-8 or other appropriate form covering
the said plan interests and shares of common stock (the "Registration
Statement"), and any amendments thereto, to be filed with the Commission, and
to any and all instruments or documents filed as part of or in connection
with the Registration Statement or any amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney and agent
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 15th day of August, 1996.
/s/ William A. Dolan, II
--------------------
William A. Dolan, II
- -----------------------------------------------------------------------------
-----------------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints James W. Entringer his true and lawful attorney and agent to do any
and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable Selective
Insurance Group, Inc. (the "Company") to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "Commission") thereunder in
connection with the registration under the Act of shares of common stock of
the Company, to be issued pursuant to the Stock Compensation Plan for
Nonemployee Directors, including, without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned in the
undersigned's capacity as a member of the Board of Directors of the Company
to a Registration Statement on Form S-8 or other appropriate form covering
the said plan interests and shares of common stock (the "Registration
Statement"), and any amendments thereto, to be filed with the Commission, and
to any and all instruments or documents filed as part of or in connection
with the Registration Statement or any amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney and agent
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 15th day of August, 1996.
/s/ William C. Gray
---------------
William C. Gray
- -----------------------------------------------------------------------------
-----------------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints James W. Entringer his true and lawful attorney and agent to do any
and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable Selective
Insurance Group, Inc. (the "Company") to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "Commission") thereunder in
connection with the registration under the Act of shares of common stock of
the Company, to be issued pursuant to the Stock Compensation Plan for
Nonemployee Directors, including, without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned in the
undersigned's capacity as a member of the Board of Directors of the Company
to a Registration Statement on Form S-8 or other appropriate form covering
the said plan interests and shares of common stock (the "Registration
Statement"), and any amendments thereto, to be filed with the Commission, and
to any and all instruments or documents filed as part of or in connection
with the Registration Statement or any amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney and agent
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 15th day of August, 1996.
/s/ C. Edward Herder
----------------
C. Edward Herder
- -----------------------------------------------------------------------------
-----------------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints James W. Entringer his true and lawful attorney and agent to do any
and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable Selective
Insurance Group, Inc. (the "Company") to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "Commission") thereunder in
connection with the registration under the Act of shares of common stock of
the Company, to be issued pursuant to the Stock Compensation Plan for
Nonemployee Directors, including, without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned in the
undersigned's capacity as a member of the Board of Directors of the Company
to a Registration Statement on Form S-8 or other appropriate form covering
the said plan interests and shares of common stock (the "Registration
Statement"), and any amendments thereto, to be filed with the Commission, and
to any and all instruments or documents filed as part of or in connection
with the Registration Statement or any amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney and agent
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 15th day of August, 1996.
/s/ Frederick H. Jarvis
-------------------
Frederick H. Jarvis
- -----------------------------------------------------------------------------
-----------------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints James W. Entringer his true and lawful attorney and agent to do any
and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable Selective
Insurance Group, Inc. (the "Company") to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "Commission") thereunder in
connection with the registration under the Act of shares of common stock of
the Company, to be issued pursuant to the Stock Compensation Plan for
Nonemployee Directors, including, without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned in the
undersigned's capacity as a member of the Board of Directors of the Company
to a Registration Statement on Form S-8 or other appropriate form covering
the said plan interests and shares of common stock (the "Registration
Statement"), and any amendments thereto, to be filed with the Commission, and
to any and all instruments or documents filed as part of or in connection
with the Registration Statement or any amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney and agent
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 15th day of August, 1996.
/s/ William M. Kearns, Jr.
---------------------
William M. Kearns, Jr.
- -----------------------------------------------------------------------------
-----------------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints James W. Entringer his true and lawful attorney and agent to do any
and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable Selective
Insurance Group, Inc. (the "Company") to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "Commission") thereunder in
connection with the registration under the Act of shares of common stock of
the Company, to be issued pursuant to the Stock Compensation Plan for
Nonemployee Directors, including, without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned in the
undersigned's capacity as a member of the Board of Directors of the Company
to a Registration Statement on Form S-8 or other appropriate form covering
the said plan interests and shares of common stock (the "Registration
Statement"), and any amendments thereto, to be filed with the Commission, and
to any and all instruments or documents filed as part of or in connection
with the Registration Statement or any amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney and agent
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 15th day of August, 1996.
/s/ Joan Lamm-Tennant
-----------------
Joan Lamm-Tennant
- -----------------------------------------------------------------------------
-----------------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints James W. Entringer his true and lawful attorney and agent to do any
and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable Selective
Insurance Group, Inc. (the "Company") to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "Commission") thereunder in
connection with the registration under the Act of shares of common stock of
the Company, to be issued pursuant to the Stock Compensation Plan for
Nonemployee Directors, including, without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned in the
undersigned's capacity as a member of the Board of Directors of the Company
to a Registration Statement on Form S-8 or other appropriate form covering
the said plan interests and shares of common stock (the "Registration
Statement"), and any amendments thereto, to be filed with the Commission, and
to any and all instruments or documents filed as part of or in connection
with the Registration Statement or any amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney and agent
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 15th day of August, 1996.
/s/ S. Griffin McClellan III
------------------------
S. Griffin McClellan III
- -----------------------------------------------------------------------------
-----------------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints James W. Entringer his true and lawful attorney and agent to do any
and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable Selective
Insurance Group, Inc. (the "Company") to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "Commission") thereunder in
connection with the registration under the Act of shares of common stock of
the Company, to be issued pursuant to the Stock Compensation Plan for
Nonemployee Directors, including, without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned in the
undersigned's capacity as a member of the Board of Directors of the Company
to a Registration Statement on Form S-8 or other appropriate form covering
the said plan interests and shares of common stock (the "Registration
Statement"), and any amendments thereto, to be filed with the Commission, and
to any and all instruments or documents filed as part of or in connection
with the Registration Statement or any amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney and agent
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 15th day of August, 1996.
/s/ Russell R. Moffett
------------------
Russell R. Moffett
- -----------------------------------------------------------------------------
-----------------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints James W. Entringer his true and lawful attorney and agent to do any
and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable Selective
Insurance Group, Inc. (the "Company") to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "Commission") thereunder in
connection with the registration under the Act of shares of common stock of
the Company, to be issued pursuant to the Stock Compensation Plan for
Nonemployee Directors, including, without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned in the
undersigned's capacity as a member of the Board of Directors of the Company
to a Registration Statement on Form S-8 or other appropriate form covering
the said plan interests and shares of common stock (the "Registration
Statement"), and any amendments thereto, to be filed with the Commission, and
to any and all instruments or documents filed as part of or in connection
with the Registration Statement or any amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney and agent
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 15th day of August, 1996.
/s/ William M. Rue
--------------
William M. Rue
- -----------------------------------------------------------------------------
-----------------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints James W. Entringer his true and lawful attorney and agent to do any
and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable Selective
Insurance Group, Inc. (the "Company") to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "Commission") thereunder in
connection with the registration under the Act of shares of common stock of
the Company, to be issued pursuant to the Stock Compensation Plan for
Nonemployee Directors, including, without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned in the
undersigned's capacity as a member of the Board of Directors of the Company
to a Registration Statement on Form S-8 or other appropriate form covering
the said plan interests and shares of common stock (the "Registration
Statement"), and any amendments thereto, to be filed with the Commission, and
to any and all instruments or documents filed as part of or in connection
with the Registration Statement or any amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney and agent
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 15th day of August, 1996.
/s/ Thomas D. Sayles, Jr.
--------------------
Thomas D. Sayles, Jr.
- -----------------------------------------------------------------------------
-----------------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints James W. Entringer his true and lawful attorney and agent to do any
and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable Selective
Insurance Group, Inc. (the "Company") to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "Commission") thereunder in
connection with the registration under the Act of shares of common stock of
the Company, to be issued pursuant to the Stock Compensation Plan for
Nonemployee Directors, including, without limiting the generality of the
foregoing, power and authority to sign the name of the undersigned in the
undersigned's capacity as a member of the Board of Directors of the Company
to a Registration Statement on Form S-8 or other appropriate form covering
the said plan interests and shares of common stock (the "Registration
Statement"), and any amendments thereto, to be filed with the Commission, and
to any and all instruments or documents filed as part of or in connection
with the Registration Statement or any amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney and agent
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 15th day of August, 1996.
/s J. Brian Thebault
----------------
J. Brian Thebault
