PAGE
April 13, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Selective Insurance Group, Inc. Form 10K405/A for the period ending
December 31, 1998
Dear Sir or Madam:
Accompanying this letter for filing pursuant to the Securities Act of 1934,
is an amendment to the 10K405 for the annual period ended December 31, 1998
(the "Form 10K405"), as set forth in the pages attached hereto:
1. The Registrant hereby modifies Item 14 of the Form 10K405 filed March
31, 1999 as follows:
(i) The date of the William A. Dolan II, Director, signature has been
corrected to March 31, 1999 from March 27, 1998 following page 36.
(ii) Delete exhibit "P 99 Combined 1998 Statutory Schedule P for the
Selective Insurance Group (information from reports furnished to
state insurance regulatory authorities, filed concurrently
herewith under cover of Form SE)". Delete the legend for
annotation "P" following the Director's signature pages, as it is
not used in the corrected exhibit index.
The Schedule P is no longer a required exhibit and reference to it was
inadvertently left on the exhibit index.
Very truly yours,
/s/ David B. Merclean
David B. Merclean
Senior Vice President
and Chief Financial Officer
DBM:may
PAGE 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark one) FORM 10-K/405/A
Amendment No. 1
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Fee required)
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 (No fee required)
For the transition period from....................to...........
Commission file number 0-8641
SELECTIVE INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
New Jersey
------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)
22-2168890
-------------------------------
(IRS Employer Identification No.)
40 Wantage Avenue, Branchville, New Jersey 07890
------------------------------------------ ------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 973-948-3000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class
-------------------
8 3/4% Convertible Subordinated Debentures due January 1, 2008
(Title of class)
Common Stock, par value $2 per share
(Title of class)
Preferred Share Purchase Rights
(Title of Class)
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 and (2) has been subject to
such filing requirements for the past 90 days.
[X] Yes No
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]
State the aggregate market value of the voting stock held by non-affiliates
of the registrant based on last sale price on the Nasdaq National Market on
February 16, 1999.
Common Stock, par value $2 per share: $507,024,352
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of February 16, 1999.
Common Stock, par value $2 per share: 28,198,681
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
Portions of the Selective Insurance Group, Inc. 1998 Annual Report to
Stockholders ("1998 Annual Report") are incorporated by reference to Parts
I, II, and IV of this report.
Portions of the definitive Proxy Statement for the 1998 Annual Meeting of
Stockholders ("Proxy Statement") are incorporated by reference to Part III
of this report.
PAGE 25
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
- --------------------------------------------------------------------------
(a) The following documents are filed as a part of (or incorporated by
reference) in this report:
(1) Consolidated financial statements:
The consolidated financial statements of the Company, with Independent
Auditors' Report thereon, listed below are incorporated herein by
reference to pages 27 through 46, inclusive, of the 1998 Annual Report.
1998
Annual
Report
Page
------
Independent Auditors' Report............................. 27
Consolidated Balance Sheets at December 31, 1998 and 1997 28
Consolidated Statements of Income for the years
ended December 31, 1998, 1997 and 1996................... 29
Consolidated Statements of Stockholders' Equity
for the years ended December 31, 1998, 1997 and 1996..... 30
Consolidated Statements of Cash Flows for the years
ended December 31, 1998, 1997 and 1996................... 31
Notes to Consolidated Financial Statements.............. 32-46
(2) Financial statement schedules:
The financial statement schedules, with Independent Auditors' Report
thereon, required to be filed are listed below by page number as filed
in this report. All other schedules are omitted as the information
required is inapplicable, immaterial, or the information is presented
in the consolidated financial statements or related notes.
Form10-K
Page
--------
Independent Auditors' Report............................ 27
Schedule I Summary of Investments - Other than
Investments in Related Parties at
December 31, 1998..................... 28
Schedule II Condensed Financial Information of
Registrant at December 31, 1998
and 1996, and for the year ended
December 31, 1998, 1997 and 1996...... 29-31
Schedule III Supplementary Insurance Information
for the year ended December 31,
1998, 1997 and 1996................... 32-34
Schedule IV Reinsurance for the year ended
December 31, 1998, 1997 and 1996...... 35
Page 26
Schedule V Allowance for Uncollectible Premiums
and Other Receivables for the year
ended December 31, 1998, 1997 and 1996 36
Schedule VI Supplemental Information for the
year ended December 31, 1998, 1997
and 1996.............................. 37
(3) Exhibits:
The exhibits required by Item 601 of Regulation SK are listed in the
Exhibit Index, which immediately precedes the exhibits filed with this Form
10-K or incorporated in this report by reference, and is incorporated herein
by this reference.
(b) Reports on Form 8-K.
The Company filed a current report on Form 8-K on February 2, 1999.
The report included information with respect to the amended and restated
rights plan of the registrant under Item 5, "Other Events".
PAGE 27
Independent Auditors' Report
----------------------------
The Board of Directors and Stockholders
Selective Insurance Group, Inc.
Under date of February 2, 1999, we reported on the consolidated balance
sheets of Selective Insurance Group, Inc. and its subsidiaries as of
December 31, 1998 and 1997, and the related consolidated statements of
income, stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1998, as contained in the 1998 Annual
Report to stockholders. These consolidated financial statements and our
report thereon are incorporated by reference in the annual report on Form
10-K for the year 1998. In connection with our audits of the aforementioned
consolidated financial statements, we also audited the related consolidated
financial statement schedules as listed in the accompanying index. These
financial statement schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statement schedules based on our audits.
In our opinion, such financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a whole,
present fairly, in all material respects, the information set forth therein.
KPMG LLP
New York, New York
February 2, 1999
PAGE 28
SCHEDULE I
SELECTIVE INSURANCE GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED PARTIES
December 31, 1998
Type of investment Amortized cost Fair Carrying
(in thousands) or cost value amount
Debt securities:
Held-to-maturity:
U.S. government and government
agencies $ 12,649 13,112 12,649
Obligations of states and
political subdivisions 317,070 330,763 317,070
Mortgage-backed securities 28,661 29,304 28,661
Total debt securities, --------- --------- ---------
held-to-maturity 358,380 373,179 358,380
Available-for-sale:
U.S. government and government
agencies 105,141 109,140 109,140
Obligations of states and
political subdivisions 397,310 416,474 416,474
Corporate securities 460,425 477,030 477,030
Asset-backed securities 34,788 35,124 35,124
Mortgage-backed securities 35,964 37,508 37,508
Total debt securities, --------- --------- ---------
available-for-sale 1,033,628 1,075,276 1,075,276
Equity securities, available-for-sale:
Common stocks:
Public utilities 2,573 7,350 7,350
Banks, trust and insurance
companies 33,844 37,611 37,611
Industrial, miscellaneous
and all other 99,341 225,030 225,030
Total equity securities, --------- --------- ---------
available-for-sale 135,758 269,991 269,991
Short-term investments 50,905 50,905 50,905
Other investments 16,087 16,087 16,087
--------- --------- ---------
Total investments $1,594,758 1,785,438 1,770,639
========= ========= =========
PAGE 29
SCHEDULE II
SELECTIVE INSURANCE GROUP, INC.
(Parent Corporation)
Balance Sheets
(in thousands, except share amounts) December 31,
1998 1997
- ----------------------------------------------------------------------------
Assets
- ------
Equity securities, available-for-sale
- at fair value (cost: $1,974
- 1998; $2,471 - 1997) $ 2,145 2,585
Debt securities, available-for-sale
at fair value (amortized cost: $25,216) 24,481 24,587
Short-term investments 90 347
Cash 26 45
Investment in subsidiaries 686,595 650,298
Current Federal income tax 0 774
Deferred Federal income tax 4,245 4,203
Other assets 14,053 1,676
------- -------
Total assets $ 731,635 684,515
======= =======
Liabilities and Stockholders' Equity
- ------------------------------------
Convertible subordinated debentures $ 6,219 6,845
Notes payable 82,572 89,714
Short-term debt 28,287 17,400
Current Federal income tax 2,981 -
Other liabilities 3,993 5,240
------- -------
Total liabilities 124,052 119,199
------- -------
Stockholders' equity:
Common stock of $2 par value per share:
Authorized shares: 180,000,000
Issued: 37,416,237 1998;
36,363,856 1997 74,833 72,728
Additional paid-in capital 45,449 30,450
Retained earnings 477,118 439,811
Accumulated other comprehensive income 114,323 89,051
Treasury stock at cost
(shares:8,892,335 1998;
7,097,462 1997) (97,990) (59,785)
Deferred compensation expense and notes
receivable from stock sales (6,150) (6,939)
------- -------
Total stockholders' equity 607,583 565,316
------- -------
Total liabilities and stockholders' equity $ 731,635 684,515
======= =======
Information should be read in conjunction with the notes to consolidated
financial statements of Selective Insurance Group, Inc. and its
Subsidiaries in the 1998 Annual Report.
PAGE 30
SCHEDULE II (Cont'd)
SELECTIVE INSURANCE GROUP, INC.
(Parent Corporation)
Statements of Income
(in thousands) Year ended December 31,
1998 1997 1996
- --------------------------------------------------------------------------
Revenues:
Dividends from subsidiaries $ 54,451 35,891 28,006
Net investment income earned 1,826 1,657 548
Realized gains 53 0 0
Miscellaneous income 125 34 22
------ ------ ------
56,455 37,582 28,576
------ ------ ------
Expenses:
Interest 9,409 9,592 9,185
Other operating 1,151 4,244 1,407
------ ------ ------
10,560 13,836 10,592
------ ------ ------
Income before Federal income tax
and equity in undistributed income of
subsidiaries 45,895 23,746 17,984
------ ------ ------
Federal income tax benefit:
Current (3,252) (2,660) (3,012)
Deferred (33) (1,096) (326)
------ ------ ------
(3,285) (3,756) (3,338)
------ ------ ------
Income before equity in undistributed
income of subsidiaries, net of tax 49,180 27,502 21,322
Equity in undistributed income of
subsidiaries, net of tax 4,390 42,106 34,229
------ ------ ------
Net income $ 53,570 69,608 55,551
====== ====== ======
Information should be read in conjunction with the notes to consolidated
financial statements of Selective Insurance Group, Inc. and its
Subsidiaries in the 1998 Annual Report.
PAGE 31
SCHEDULE II (Cont'd)
SELECTIVE INSURANCE GROUP, INC.
(Parent Corporation)
Statements of Cash Flows
(in thousands) Year ended December 31,
1998 1997 1996
- --------------------------------------------------------------------------
Operating Activities:
Net income $ 53,570 69,608 55,551
------ ------ ------
Adjustments to reconcile net income
to net cash provided by operating
activities:
Equity in undistributed income of
subsidiaries, net of tax (4,390) (42,106) (34,229)
Increase (decrease) in net Federal
income tax 3,730 (2,357) (618)
Net realized gains on investments (53) - -
Other, net (11,925) 2,704 389
------ ------ ------
Net adjustments (12,638) (41,759) (34,458)
------ ------ ------
Net cash provided by operating
activities 40,932 27,849 21,093
------ ------ ------
Investing Activities:
Purchase of other investments (6,601) 0 0
Sale of equity securities,
available-for-sale 551 (25,182) 0
------ ------ ------
Net cash used in
investing activities (6,050) (25,182) 0
------ ------ ------
Financing Activities:
Proceeds from short-term debt 10,887 17,400 0
Principal payment on note payable (7,143) (7,143) (7,143)
Dividends to stockholders (16,263) (16,398) (16,268)
Acquisition of treasury stock (38,205) (9,105) (4,251)
Net proceeds from issuance of
common stock 16,479 13,407 7,959
Increase in deferred compensation
expense and notes receivable from
stock sale (913) (5,750) (2,915)
Net cash used in ------ ------ ------
financing activities (35,158) (7,589) (22,618)
------ ------ ------
Net decrease in cash and
short-term investments (276) (4,922) (1,525)
Cash and short-term investments at
beginning of year 392 5,314 6,839
Cash and short-term investments at ------ ------ ------
end of year $ 116 392 5,314
====== ====== ======
Information should be read in conjunction with the notes to consolidated
financial statements of Selective Insurance Group, Inc. and its
Subsidiaries in the 1998 Annual Report.
PAGE 32
SCHEDULE III
SELECTIVE INSURANCE GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
Year ended December 31, 1998
Deferred Reserve for
Segment policy losses and Net
acquisition loss Unearned premiums
(in thousands) costs expenses premiums earned
- ---------------------------------------------------------------------------
Commercial $ 81,034 801,687 252,240 506,020
Personal 28,740 251,134 116,218 216,972
Reinsurance recoverable
on unpaid loss
and loss expenses - 140,453 - -
Prepaid reinsurance
premiums - - 31,685 -
Interest and general
corporate expenses - - - -
------- --------- ------- -------
Total $109,774 1,193,274 400,143 722,992
======= ========= ======= =======
SELECTIVE INSURANCE GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
Year ended December 31, 1998
Losses and Amortization
Segment loss of deferred Other Net
expenses policy Acqui- Operating premiums
(in thousands) incurred sition costs expenses written
- ---------------------------------------------------------------------------
Commercial $ 352,863 142,473 36,509 524,571
Personal 154,937 50,530 11,340 224,302
Reinsurance recoverable
on unpaid loss
and loss expenses
- - - -
Prepaid reinsurance
premiums - - - -
Interest and general
corporate expenses - - 10,585 -
------- ------- ------ -------
Total $ 507,800 193,003 58,434 748,873
======= ======= ====== =======
NOTE: A meaningful allocation of net investment income of $99,196 and net
realized loss on investments of $2,139 is considered impracticable because
the Company does not maintain distinct investment portfolios for each
segment.
PAGE 33
SCHEDULE III (Cont'd)
SELECTIVE INSURANCE GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
Year ended December 31, 1997
Deferred Reserve for
Segment policy losses and Net
acquisition loss Unearned premiums
(in thousands) costs expenses premiums earned
- ---------------------------------------------------------------------------
Commercial $ 73,800 789,197 233,688 465,826
Personal 24,310 247,775 108,889 210,442
Reinsurance recoverable
on unpaid loss
and loss expenses
- 124,197 - -
Prepaid reinsurance
premiums - - 31,189 -
Interest and general
corporate expenses - - - -
------ --------- ------- -------
Total $98,110 1,161,169 373,766 676,268
====== ========= ======= =======
SELECTIVE INSURANCE GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
Year ended December 31, 1997
Losses and Amortization
Segment loss of deferred Other Net
expenses policy Acqui- Operating premiums
(in thousands) incurred sition costs expenses written
- ---------------------------------------------------------------------------
Commercial $ 311,419 134,002 33,360 472,440
Personal 149,794 40,722 9,491 245,178
Reinsurance recoverable
on unpaid loss
and loss expenses
- - - -
Prepaid reinsurance
premiums - - - -
Interest and general
corporate expenses - - 13,769 -
------- ------- ------ -------
Total $ 461,213 174,724 56,620 717,618
======= ======= ====== =======
NOTE: A meaningful allocation of net investment income of $100,530 and net
realized gains on investments of $6,021 is considered impracticable because
the Company does not maintain distinct investment portfolios for each
segment. Certain reclassifications have been made to conform with 1998
presentation.
PAGE 34
SCHEDULE III (Cont'd)
SELECTIVE INSURANCE GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
Year ended December 31, 1996
Deferred Reserve for
Segment policy losses and Net
acquisition loss Unearned premiums
(in thousands) costs expenses premiums earned
- ---------------------------------------------------------------------------
Commercial $ 65,515 794,358 227,074 477,474
Personal 17,635 245,227 74,153 217,473
Reinsurance recoverable
on unpaid loss
and loss expenses
- 150,208 - -
Prepaid reinsurance
premiums - - 30,813 -
Interest and general
corporate expenses - - - -
------ --------- ------- -------
Total $83,150 1,189,793 332,040 694,947
====== ========= ======= =======
SELECTIVE INSURANCE GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
Year ended December 31, 1996
Losses and Amortization
Segment loss of deferred Other Net
expenses policy Acqui- Operating premiums
(in thousands) incurred sition costs expenses written
- ---------------------------------------------------------------------------
Commercial $ 338,011 135,099 28,210 475,072
Personal 158,715 45,471 10,651 217,167
Reinsurance recoverable
on unpaid loss
and loss expenses
- - - -
Prepaid reinsurance
premiums - - - -
Interest and general
corporate expenses - - 10,646 -
------- ------- ------ -------
Total $ 496,726 180,570 49,507 692,239
======= ======= ====== =======
NOTE: A meaningful allocation of net investment income of $96,952 and net
realized gains on investments of $2,786 is considered impracticable because
the Company does not maintain distinct investment portfolios for each
segment. Certain reclassifications have been made to conform with 1998
presentation.
PAGE 35
SCHEDULE IV
SELECTIVE INSURANCE GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
REINSURANCE
Years ended December 31, 1998, 1997 and 1996
% of
Ceded to Assumed amount
Gross other from other Net assumed
(in thousands) amount companies companies amount to net
- -----------------------------------------------------------------------------
1998
Premiums earned:
Accident and health ins. $ 270 - - 270 -
Property and liability ins. 780,572 79,089 21,239 722,723 2.9
------- ------ ------ -------
Total premiums earned $ 780,842 79,089 21,239 722,992 2.9
======= ====== ====== =======
1997
Premiums earned:
Accident and health ins. $ 297 - - 297 -
Property and liability ins. 739,647 84,384 20,708 675,971 3.1
------- ------ ------ -------
Total premiums earned $ 739,944 84,384 20,708 676,268 3.1
======= ====== ====== =======
1996
Premiums earned:
Accident and health ins. $ 799 - - 799 -
Property and liability ins. 760,557 95,765 29,356 694,148 4.2
------- ------- ------ -------
Total premiums earned $ 761,356 95,765 29,356 694,947 4.2
======= ======= ====== =======
PAGE 36
SCHEDULE V
SELECTIVE INSURANCE GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
ALLOWANCE FOR UNCOLLECTIBLE PREMIUMS AND OTHER RECEIVABLES
Years ended December 31, 1998, 1997 and 1996
(in thousands)
- ----------------------------------------------------------------------------
1998 1997 1996
Balance, January 1 $ 3,056 3,302 3,450
Additions 1,996 2,331 3,502
Deletions (2,312) (2,577) (3,650)
----- ----- -----
Balance, December 31 $ 2,740 3,056 3,302
===== ===== =====
PAGE 37
SCHEDULE VI
SELECTIVE INSURANCE GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTAL INFORMATION
Years ended December 31, 1998, 1997 and 1996
Losses and loss expenses
incurred related to Paid
Affiliation with Registrant (1) (2) losses
current prior and loss
(in thousands) year years expenses
- ---------------------------------------------------------------------------
Consolidated Property/
Casualty Subsidiaries:
Year ended Dec. 31, 1998 $510,319 (2,519) 491,951
Year ended Dec. 31, 1997 $471,337 (10,124) 463,826
Year ended Dec. 31, 1996 $505,904 (9,178) 455,824
Note: The other information required in this schedule (e.g., deferred
policy acquisition costs, reserves for losses and loss expenses, unearned
premiums, net premiums earned, net investment income, amortization of
deferred policy acquisition costs, and net premiums written) is contained
in Schedule III in this report. In addition, the Company does not discount
loss reserves.
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.
SELECTIVE INSURANCE GROUP, INC.
By: /s/ James W. Entringer March 31, 1999
-------------------------------
James W. Entringer, Chairman of
the Board and Chief Executive Officer
By: /s/ Gregory E. Murphy March 31, 1999
-------------------------------
Gregory E. Murphy, 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 on behalf of the
Registrant and in the capacities and on the date indicated.
By: /s/ James W. Entringer March 31, 1999
-------------------------------
James W. Entringer, Chairman of
the Board and Chief Executive Officer
By: /s/ Gregory E. Murphy March 31, 1999
-------------------------------
Gregory E. Murphy, President and
Chief Operating Officer
By: /s/ David B. Merclean March 31, 1999
-------------------------------
David B. Merclean, Senior Vice
President and Chief Financial Officer
By: /s/ Paul D. Bauer March 31, 1999
-------------------------------
Paul D. Bauer, Director
By: /s/ A. David Brown March 31, 1999
-------------------------------
A. David Brown, Director
By: /s/ William A. Dolan, II March 31, 1999
-------------------------------
William A. Dolan, II, Director
By: /s/ William C. Gray, D.V.M. March 31, 1999
-------------------------------
William C. Gray, D.V.M., Director
By: /s/ C. Edward Herder March 31, 1999
-------------------------------
C. Edward Herder, Director
By: /s/ Frederick H. Jarvis March 31, 1999
-------------------------------
Frederick H. Jarvis, Director
By: /s/ William M. Kearns,Jr. March 31, 1999
-------------------------------
William M. Kearns, Jr., Director
By: /s/ Joan Lamm-Tennant, Ph.D. March 31, 1999
-------------------------------
Joan Lamm-Tennant, Ph.D.
Director
By: /s/ S. Griffin McClellan, III March 31, 1999
-------------------------------
S. Griffin McClellan, III
Director
By: /s/ William M. Rue March 31, 1999
-------------------------------
William M. Rue, Director
By: /s/ Thomas D. Sayles, Jr. March 31, 1999
-------------------------------
Thomas D. Sayles, Jr.
Director
By: /s/ J. Brian Thebault March 31, 1999
-------------------------------
J. Brian Thebault, Director
PAGE
EXHIBIT INDEX
* Exhibits included within this 10K filing
Exhibit
Number
- ------
2 Agreement and Plan of Merger, dated as of March 27, 1992, among
Selective Insurance Group, Inc., Niagara Acquisition Co., Niagara
Exchange Corporation, Riedman Corporation, PSCO Partners Limited
Partnership, PSCO Bermuda Partners, PSCO Fund Limited and Charles
J. Clauss (incorporated herein by reference to Exhibit 1 to the
Company's Current Report on Form 8-K dated March 30, 1992, filed
with the Securities Exchange Commission on April 7, 1992, File
No. 0-8641).
3.1 Restated Certificate of Incorporation of Selective Insurance Group,
Inc., dated August 4, 1977, as amended through November 6, 1997
(incorporated herein by reference to Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1997,
File No. 0-8641).
3.2 The Company's By-Laws, adopted on August 26, 1977, amended through
May 1, 1992 (incorporated herein by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year ended December
31, 1994, File No. 0-8641).
4.1 The form of Indenture dated December 29, 1982, between the
Selective Insurance Group, Inc. and Midlantic National Bank, as
Trustee relating to the Company's 8 3/4% Subordinated Convertible
Debentures due 2008 (incorporated herein by reference to Exhibit
4.3 to the Company's Registration Statement on Form S-3 No.
2-80881).
4.2 Rights Agreement dated November 3, 1989 between Selective Insurance
Group, Inc. and Midlantic National Bank (incorporated herein by
reference to Exhibit 4.2 to the Company's Annual Report on Form
10-K for the year ended December 31, 1994, File No. 0-8641).
4.3 Amendment, dated February 2, 1999, to the Rights Agreement between
Selective Insurance Company of America and First Chicago Trust,
(incorporated herein by reference to the Company's Current Report
on Form 8-K filed February 2, 1999, File No. 0-8641.)
10.1 The Selective Insurance Retirement Savings Plan as amended through
August 15, 1996 (incorporated herein by reference to Exhibit 4 to
the Company's Registration Statement on Form S-8 No. 333-10477).
10.2 Amendment, dated May 2, 1997, to the Selective Insurance Retirement
Savings Plan in Exhibit 10.1 above (incorporated herein by
reference to Exhibit 10.6 to the Company's Quarterly Report on Form
10Q for the quarter ended June 30, 1997, File No. 0-8641).
10.3 The Retirement Income Plan for Employees of Selective Insurance
Company of America, as amend- ed through May 6, 1994 (incorporated
herein by reference to Exhibit 10.2 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1994, File No.
0-8641).
10.4 The Company's Stock Option Plan as amended through May 6, 1988
(incorporated herein by reference to Exhibit 4 to the Company's
Registration Statement on Form S-8 No. 33-22450).
10.5 Directors' Plan. A retirement and total and permanent disability
plan for directors as amended through May 5, 1989 (incorporated
herein by reference to Exhibit 10.4 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1994, File No.
0-8641).
10.6 Resolutions adopted by the Selective Insurance Group, Inc. Board of
Directors on December 31, 1997 with respect to the Directors' Plan
in Exhibit 10.5 above (incorporated herein by reference to Exhibit
10.6 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, File No. 0-8641).
10.7 Deferred Compensation Plan for Directors (incorporated herein by
reference to Exhibit 10.5 to the Company's Annual Report on Form
10-K for the year ended December 31, 1993, File No. 0-8641).
10.8 The Company's 1987 Employee Stock Purchase Savings Plan
(incorporated herein by reference to Exhibit 10.6 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1993,
File No. 0-8641).
10.9 Amendment, dated May 2, 1997, to the 1987 Employee Stock Purchase
Savings Plan in Exhibit 10.8 above (incorporated herein by
reference to Exhibit 10.5 to the Company's Quarterly Report on Form
10Q for the quarter ended june 30, 1997, File No. 0-8641).
10.10 The Selective Insurance Rewards Program adopted January 1, 1994,
which replaced the Annual Incentive Compensation Plan (incorporated
herein by reference to Exhibit 10.7 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1994, File No.
0-8641).
10.11 The Selective Insurance Group, Inc. Stock Purchase Plan for
Independent Insurance Agents as amended through December 1, 1995
(incorporated herein by reference to Exhibit 10.8 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1995,
File No. 0-8641).
10.12 The Selective Insurance Group, Inc. Stock Option Plan for Directors
as amended through November 1, 1991 (incorporated herein by
reference to Exhibit 4.1 to the Company's Registration Statement on
Form S-8 No. 33-36368).
* 10.12a The Selective Insurance Group, Inc. Stock Option Plan for Directors
as amended through November 1, 1998, filed herewith.
10.13 Selective Insurance Group, Inc. Stock Option Plan II, as amended
through October 9, 1997, and related forms of option agreements
(incorporated herein by reference to Exhibits 4.1 to the Company's
Registration Statement on Form S-8 No. 333-37501).
* 10.13a The Selective Insurance Group, Inc. Stock Option Plan II, as
amended through July 28, 1998, filed herewith.
10.14 The Selective Insurance Group, Inc. Stock Compensation Plan for
Nonemployee Directors (incorporated herein by reference to Exhibit
4 to the Company's Registration Statement on Form S-8 No.
333-10465).
10.15 SIGI Acquisition Company LLC Limited Liability Company Agreement
(incorporated herein by reference to Exhibit 10.15 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1997,
File No. 0-8641).
10.16 Employment, Termination and Severance Agreements.
10.16a Employment Agreement with James W. Entringer, dated September 1,
1993, as amended (incorporated herein by reference to Exhibit 10.12
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1993, File No. 0-8641).
10.16b Amendment, dated September 1, 1996, to the Employment Agreement in
Exhibit 10.16(a) above (incorporated herein by reference to Exhibit
10.2 to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996, File No. 0-8641).
10.16c Amendment, dated May 1, 1998, to the Employment Agreement in
Exhibit 10.16(a) and (b) above (incorporated herein by reference to
Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998, File No. 0-8641).
10.16d Amendment, dated September 1, 1996, to the Employment Agreement in
Exhibit 10.16(c) above (incorporated herein by reference to Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996, File No. 0-8641).
10.16e Employment Agreement with Thornton R. Land , dated September 1,
1993, as amended (incorporated herein by reference to Exhibit 10.15
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1993, File No. 0-8641).
10.16f Amendment, dated September 1, 1996, to the Employment Agreement in
Exhibit 10.16(e) above (incorporated herein by reference to Exhibit
10.3 to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996, File No. 0-8641).
10.16g Employment Agreement with Gregory E. Murphy, dated August 1, 1995
(incorporated herein by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1995, File No. 0-8641).
10.16h Employment Agreement with Donald E. Williams, dated August 1, 1995
(incorporated herein by reference to Exhibit 10.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1995, File No. 0-8641).
10.16i Employment Agreement with Jamie Ochiltree, III, dated October 31,
1995 (incorporated herein by reference to Exhibit 10.11f to the
Company's Annual Report on Form 10-K for the year ended December
31, 1995, File No. 0-8641).
10.16j Employment Agreement, dated May 2, 1997, between Selective
Insurance Company of America and James W. Coleman, Jr.
(incorporated herein by reference to Exhibit 10.3 to the Company's
Quarterly Report on Form 10Q for the quarter ended June 30, 1997,
File No. 0-8641).
10.16k Form of Termination Agreement, between the Company and each of
Messrs. Entringer, Addesso and Land, as amended (incorporated
herein by reference to Exhibit 10.16 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1993, File No.
0-8641).
10.16l Termination Agreement, dated August 1, 1995, between Selective
Insurance Company of America and Gregory E. Murphy (incorporated
herein by reference to Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1995, File
No. 0-8641).
10.16m Termination Agreement, dated August 1, 1995, between Selective
Insurance Company of America and Donald E. Williams (incorporated
herein by reference to Exhibit 10.4 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1995, File
No. 0-8641).
10.16n Termination Agreement, dated August 1, 1995, between Selective
Insurance Company of America and Jamie Ochiltree (incorporated
herein by reference to Exhibit 10.11j to the Company's Annual
Report on Form 10-K for the year ended December 31, 1995, File No.
0-8641).
10.16o Termination Agreement, dated May 2, 1997, between Selective
Insurance Company of America and James W. Coleman, Jr.
(incorporated herein by reference to Exhibit 10.4 to the Company's
Quarterly Report on Form 10Q for the quarter ended June 30, 1997,
File No. 0-8641).
10.16p Severance agreement with Walter H. Hallowell, dated July 12, 1994
(incorporated herein by reference to Exhibit 10.15 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1994,
File No. 0-8641).
10.16q Amendment, dated May 1, 1998, to the Employment Agreement in
Exhibit 10.16(g) above (incorporated herein by reference to Exhibit
10.4 to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998, File No. 0-8641).
* 10.16r Amendment, dated October 31, 1998, to the Employment Agreement in
Exhibit 10.16(i) above, filed herewith.
* 10.16s Amendment, dated December 16, 1998, to the Termination Agreement;s
between messrs. Entringer and Land and the Company in
Exhibit 10.16(k) above, filed herewith.
* 10.16t Amendment, dated December 16, 1998, to the Termination Agreement in
Exhibit 10.16(l) above, filed herewith.
* 10.16u Amendment, dated December 16, 1998, to the Termination Agreement in
Exhibit 10.16(m) above, filed herewith.
* 10.16v Amendment, dated December 16, 1998, to the Termination Agreement in
Exhibit 10.16(n) above, filed herewith.
* 10.16w Amendment, dated December 16, 1998, to the Termination Agreement in
Exhibit 10.16(o) above, filed herewith.
* 10.16x Form of Termination Agreement, dated December 16, 1998, between
Selective Insurance Company of America and David B. Merclean, filed
herewith.
* 10.16y Amendment, dated December 16, 1998, to the Termination Agreement in
Exhibit 10.16(x) above, filed herewith.
10.17 Property Reinsurance Contracts.
10.17a New Jersey Homeowners Quota Share Treaty between Selective
Insurance Company of America, Selective Way Insurance Company,
Selective Insurance Company of the Southeast, Selective Insurance
Company of South Carolina, and Selective Insurance Company of New
York and various insurance and/or reinsurance companies (Contract
No. 3645-24), (incorporated herein by reference to Exhibit 10.17a
to the Company's Annual Report on Form 10-K for the year ended
December 31,1997, File No. 0-8641).
* 10.17b Property Catastrophe Excess of Loss Reinsurance Contract between
various insurance and/or reinsurance companies and/or underwriting
members of Lloyd's and Selective Insurance Company of America,
Selective Way Insurance Company, Selective Insurance Company of the
Southeast, Selective Insurance Company of South Carolina and
Selective Insurance Company of New York, filed herewith.
10.17c Property Per Risk Reinsurance Agreement between Selective Insurance
Company of America, Selective Way Insurance Company, Selective
Insurance Company of the Southeast, Selective Insurance Company of
South Carolina, Selective Insurance Company of New York, and
American Re-Insurance Company and/or St. Paul Reinsurance
Management Corporation (Contract No. 3525-0087), (incorporated
herein by reference to Exhibit 10.14g to the Company's Annual
Report on Form 10-K for the year ended December 31,1996, File No.
0-8641).
10.18 Casualty Reinsurance Contracts.
10.18a Casualty Excess of Loss Reinsurance Agreement between Selective
Insurance Company of America, Selective Way Insurance Company,
Selective Insurance Company of the Southeast, Selective Insurance
Company of South Carolina, Selective Insurance Company of New York,
and various insurance and/or reinsurance companies (Contract No.
3525-0090), (incorporated herein by reference to Exhibit 10.15g to
the Company's Annual Report on Form 10K for the year ended December
31, 1996, File No. 0-8641).
10.19 Form of Note Purchase Agreement dated as of November 15, 1992 with
respect to Selective Insurance Group, Inc. 7.84% Senior Notes due
November 15, 2002 (incorporated herein by reference to Exhibit 99.1
to the Company's Post-Effective Amendment No. 1 to the Registration
Statement on Form S-3, No. 33-30833).
10.20 Form of Note Purchase Agreement dated as of August 1, 1994 with
respect to Selective Insurance Group, Inc. 8.77% Senior Notes due
August 1, 2005 (incorporated herein by reference to Exhibit 99.2 to
the Company's Post-Effective Amendment No. 1 to the Registration
Statement on Form S-3, No. 33-30833).
10.21 Promissory Note of $25,000,000 Revolving Line of Credit with State
Street Bank and Trust Company (incorporated herein by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997, File No. 0-8641).
10.22 Amendment, dated June 30, 1997, to the Promissory Note of
$25,000,000 Revolving Line of Credit with State Street Bank and
Trust Company in Exhibit 10.21 above, (incorporated herein by
reference to Exhibit 10.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1997, File No. 0-8641).
10.23 Commercial Loan Note of $25,000,000 Line of Credit with Summit Bank
as amended through June 30, 1997, (incorporated herein by reference
to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1997, File No. 0-8641).
* 10.24 Amendment, dated November 6, 1998, to the Promissory Note of
$25,000,000 Revolving Line of Credit with State Street Bank and
Trust Company in Exhibit 10.21 above, filed herewith.
10.25 Amendment, dated June 30, 1998, to the Promissory Note of
$25,000,000 Revolving Line of Credit with State Street Bank and
Trust Company in Exhibit 10.21 above, (incorporated herein by
reference to Exhibit 10.2 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998, File No. 0-8641).
10.26 Amendment, dated May 31, 1998, to the Commercial Loan Note of
$25,000,000 Line of Credit with Summit Bank in Exhibit 10.23 above,
(incorporated herein by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998,
File No. 0-8641).
* 11 Computation of earnings per share, filed herewith.
* 13 Portions of the 1998 Annual Report to Stockholders incorporated by
reference into this Form 10-K, filed herewith.
* 21 Subsidiaries of Selective Insurance Group, Inc., filed herewith.
* 23 Consent of Independent Auditors, filed herewith.
* 27 Financial Data Schedule, filed herewith.
